cvi-20250930

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	September 30, 2025
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 October 24, 2025.

Table of Contents

TABLE OF CONTENTS

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

September 30, 2025

PART I. Financial Information

PART II. Other Information

Condensed Con solidate d Balance Sheets - September 30, 2025 and December 31, 2024 (unaudited)

Item 1A.

Risk Factors

Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)

Item 5.

Other Information

Condensed Consolidated Statements of Partners’ Capital - Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)

Item 6.

Exhibits

Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024 (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”, “continue”, “predict”, “potential”, “project”, and similar terms and phrases are intended to identify forward-looking statements.

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. Forward-looking statements, as well as certain risks, contingencies, or uncertainties that may impact our forward-looking statements, include, but are not limited to, the following:

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

•the ability of our general partner to modify or revoke our distribution policy at any time;

•the volatile, cyclical, and seasonal nature of our business and the variable nature of our distributions;

•the effects of changes in market conditions; market volatility; fertilizer, natural gas, and other commodity prices; demand for those commodities, storage and transportation capabilities and costs, inflation, and the impact of such changes on our operating results and financial condition;

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

•the dependence of our operations on a few third-party suppliers, including providers of feedstocks, transportation services, and equipment;

•our reliance on, or our ability to procure economically or at all, petroleum coke (“pet coke”) we purchase from subsidiaries of CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) and other third-party suppliers;

•our reliance on the natural gas, electricity, oxygen, nitrogen, sulfur processing, compressed dry air and other products that we purchase from third parties and the facility operating risks associated with these third parties;

•the supply, availability, and price levels of raw materials and the effects of inflation thereupon;

•our production levels, including the risk of a material decline in those levels, or our ability to upgrade ammonia to UAN;

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

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

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

•operational upsets or changes in laws that could impact our ability to qualify for, the amount of, or the receipt of credits (if any) under Section 45Q of the Internal Revenue Code of 1986, as amended, or any similar law, rule, or regulation;

•our ability to meet certain carbon capture and sequestration milestones;

•our ability to obtain, retain, or renew environmental and other governmental permits, licenses (including technology licenses) and authorizations to operate our business;

•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;

•changes in our credit profile and the effects of higher interest rates or restrictions in our current or future debt agreements;

•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 administration relating thereto, and including but not limited to those relating to the environment and climate change; safety and security; or the export, production, transportation, sale or storage of hazardous chemicals, materials, or substances, like ammonia, including potential liabilities or capital requirements arising from such laws, regulations, rules, policies, or rulings and the impacts thereof on macroeconomic factors, consumer activity or otherwise;

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•political uncertainty and impacts to the oil and gas industry and the United States economy generally as a result of actions taken by a new administration, including the imposition of tariffs and changes in climate or other energy laws, rules, regulations, or policies;

•erosion of demand for our products due to, or other impacts of, climate change and environmental, social and governance initiatives or other factors, whether from regulators, rating agencies, lenders, investors, litigants, customers, vendors, the public or others;

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

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

•political disturbances, geopolitical conflicts, instability (including but not limited to volatility in the capital, credit and commodities markets and in the global economy) and tensions, and associated changes in global trade policies, tariffs, and economic sanctions, including, but not limited to, in connection with the Russia-Ukraine war and the Middle East conflicts and tensions and any further escalation, expansion, or resolution thereof, and any other ongoing or potential global or regional conflicts;

•our lack of asset diversification;

•our dependence on significant customers and the creditworthiness and performance by counterparties;

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

•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;

•our potential inability to successfully implement our business strategies, including the completion of significant capital programs or projects;

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

•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 potential inability to successfully implement our business strategies at all or on time and within our anticipated budgets, including significant capital programs or projects, turnarounds, or carbon reduction initiatives at our fertilizer facilities and the costs thereof;

•asset useful lives and impairments and impacts thereof;

•realizable inventory value;

•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;

•our ability to issue securities or obtain financing at favorable rates or at all;

•bank failures or other events affecting financial institutions;

•nitrogen fertilizer facilities’ operating hazards and interruptions, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;

•the impact of any pandemic or breakout of infectious disease, and of businesses’ and governments’ responses thereto on our operations, personnel, commercial activity, and supply and demand across our and our customers’ and suppliers' business;

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

•impact of potential runoff of water containing nitrogen based fertilizer into waterways and regulatory or legal actions in response thereto;

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

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

•risks related to potential strategic transactions involving the Partnership, or interests therein, in which CVR Energy and its controlling shareholder or others may participate;

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

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

•labor supply shortages, labor difficulties, labor disputes or strikes; 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, 2024 and our other filings with the U.S. Securities and Exchange Commission (“SEC”).

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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)	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	156,183	$	90,857
Accounts receivable, net	47,814		65,216
Inventories	81,852		75,579
Prepaid expenses	1,232		1,257
Other current assets	1,470		632
Total current assets	288,551		233,541
Property, plant, and equipment, net	705,324		735,591


Other long-term assets	43,320		49,592
Total assets	$	1,037,195	$	1,018,724

LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	33,640	$	30,365
Accounts payable to affiliates	5,612		6,213
Deferred revenue	35,885		50,788
Other current liabilities	32,589		23,983
Total current liabilities	107,726		111,349
Long-term liabilities:
Long-term debt and finance lease obligation, net of current portion	569,119		567,974
Long-term deferred revenue	22,207		26,966
Other long-term liabilities	19,645		19,365
Total long-term liabilities	610,971		614,305
Commitments and contingencies (See Note 10)
Partners’ capital:
Common unitholders, 10,569,637 and 10,569,637 units issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	318,497		293,069
General partner interest	1		1
Total partners’ capital	318,498		293,070
Total liabilities and partners’ capital	$	1,037,195	$	1,018,724

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 September 30,				Nine Months Ended September 30,
(in thousands, except per unit data)	2025		2024		2025		2024
Net sales	$	163,549	$	125,203	$	474,973	$	385,769
Operating costs and expenses:
Cost of materials and other	25,390		26,263		85,837		77,704
Direct operating expenses (exclusive of depreciation and amortization)	57,681		55,761		172,685		158,300
Depreciation and amortization	19,958		24,732		58,859		64,063
Cost of sales	103,029		106,756		317,381		300,067
Selling, general and administrative expenses	9,171		7,447		25,094		21,065
Loss on asset disposal	713		4		955		17

Operating income	50,636		10,996		131,543		64,620
Other (expense) income:
Interest expense, net	(7,587)		(7,241)		(22,894)		(22,416)

Other income, net	23		52		279		376
Income before income tax expense	43,072		3,807		108,928		42,580
Income tax benefit	—		—		—		(25)
Net income	$	43,072	$	3,807	$	108,928	$	42,605

Basic and diluted earnings per common unit	$	4.08	$	0.36	$	10.31	$	4.03


Weighted-average common units outstanding:
Basic and Diluted	10,570		10,570		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, 2024	10,569,637	$	293,069	$	1	$	293,070
Net income	—	27,088		—		27,088

Cash distributions to common unitholders - Affiliates	—	(7,116)		—		(7,116)
Cash distributions to common unitholders - Non-affiliates	—	(11,381)		—		(11,381)

Balance at March 31, 2025	10,569,637	301,660		1		301,661
Net income	—	38,768		—		38,768

Cash distributions to common unitholders - Affiliates	—	(9,411)		—		(9,411)
Cash distributions to common unitholders - Non-affiliates	—	(14,477)		—		(14,477)
Balance at June 30, 2025	10,569,637	316,540		1		316,541
Net income	—	43,072		—		43,072
Cash distributions to common unitholders - Affiliates	—	(16,199)		—		(16,199)
Cash distributions to common unitholders - Non-affiliates	—	(24,916)		—		(24,916)

Balance at September 30, 2025	10,569,637	$	318,497	$	1	$	318,498


	Common Units			General Partner Interest		Total Partners’ Capital
(in thousands, except unit data)	Issued	Amount
Balance at December 31, 2023	10,569,637	$	302,879	$	1	$	302,880
Net income	—	12,579		—		12,579

Cash distributions to common unitholders - Affiliates	—	(6,539)		—		(6,539)
Cash distributions to common unitholders - Non-affiliates	—	(11,218)		—		(11,218)
Balance at March 31, 2024	10,569,637	297,701		1		297,702
Net income	—	26,219		—		26,219

Cash distributions to common unitholders - Affiliates	—	(7,472)		—		(7,472)
Cash distributions to common unitholders - Non-affiliates	—	(12,821)		—		(12,821)
Balance at June 30, 2024	10,569,637	303,627		1		303,628
Net income	—	3,807		—		3,807
Cash distributions to common unitholders - Affiliates	—	(7,395)		—		(7,395)
Cash distributions to common unitholders - Non-affiliates	—	(12,688)		—		(12,688)

Balance at September 30, 2024	10,569,637	$	287,351	$	1	$	287,352

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)


	Nine Months Ended September 30,
(in thousands)	2025		2024
Cash flows from operating activities:
Net income	$	108,928	$	42,605
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	58,859		64,063

Share-based compensation	7,570		3,416

Other adjustments	1,512		506
Changes in working capital:
Accounts receivable	17,402		5,886

Inventories	(5,397)		(3,510)
Prepaid expenses and other current assets	(893)		4,141
Accounts payable	(4,020)		(11,869)
Deferred revenue	(19,662)		18,785
Other current liabilities	6,938		13,727


Net cash provided by operating activities	171,237		137,750
Cash flows from investing activities:
Capital expenditures	(27,234)		(18,728)
Return of equity method investment	5,773		4,371
Other investing activities	42		—
Net cash used in investing activities	(21,419)		(14,357)
Cash flows from financing activities:




Cash distributions to common unitholders - Affiliates	(32,726)		(21,406)
Cash distributions to common unitholders - Non-affiliates	(50,774)		(36,727)

Principal payments of finance leases	(992)		—
Net cash used in financing activities	(84,492)		(58,133)
Net increase in cash and cash equivalents	65,326		65,260
Cash and cash equivalents, beginning of period	90,857		45,279
Cash and cash equivalents, end of period	$	156,183	$	110,539

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 and renewables refining, marketing, and logistics operations.

Interest Holders

As of September 30, 2025, 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 interest, while Icahn Enterprises L.P. and its other affiliates (“IEP”) held approximately 3% of the outstanding limited partner interests. As of September 30, 2025, IEP owned approximately 70% 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 certain services agreements. See Part II, Item 8 of CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 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, 2024 audited consolidated financial statements and notes thereto included in the 2024 Form 10-K.

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.

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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, 2025 or any other interim or annual period.

New Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law, making significant amendments to federal tax law, including permanently extending several provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”). The Partnership will benefit from the permanent extension of certain TCJA provisions and expects no material impact to its income tax balances. However, the Partnership will continue to monitor developments and evaluate any potential future impacts related to the OBBB.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Partnership’s annual reporting beginning January 1, 2025 with early adoption permitted. The adoption of this standard update will not have a material impact on the Partnership’s consolidated financial statements but additional disclosures will be included for our Annual Report on Form 10-K for the year ending December 31, 2025. The Partnership does not intend to early adopt this ASU.

In November 2024, the FASB issued 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 and assess potential impacts of adopting this new accounting guidance.

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 is evaluating the potential impacts of adopting this new accounting guidance.

(3) Inventories

Inventories consisted of the following:


(in thousands)	September 30, 2025		December 31, 2024
Finished goods	$	21,510	$	17,066
Raw materials	478		2,755
Parts, supplies and other	59,864		55,758
Total inventories	$	81,852	$	75,579

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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)	September 30, 2025		December 31, 2024
Machinery and equipment	$	1,422,920	$	1,435,691
ROU finance lease	25,543		25,076
Buildings and improvements	18,189		18,188
Automotive equipment	16,279		16,279
Land and improvements	15,257		14,959


Construction in progress	42,691		30,623
Other	3,261		2,939
	1,544,140		1,543,755
Less: Accumulated depreciation and amortization	(838,816)		(808,164)
Total property, plant, and equipment, net	$	705,324	$	735,591

For the three and nine months ended September 30, 2025, depreciation and amortization expense related to property, plant, and equipment was $19.6 million and $57.8 million, respectively, compared to $24.5 million and $63.3 million for the three and nine months ended September 30, 2024, respectively. Depreciation expense for the three and nine months ended September 30, 2025 includes an additional $2.2 million in both periods, resulting from the Partnership updating the estimated useful lives of certain assets due to planned asset retirements by the end of 2026, primarily related to an ammonia expansion project.

(5) Leases

Balance Sheet Summary as of September 30, 2025 and December 31, 2024

The following table summarizes the right-of-use (“ROU”) asset and lease liability balances for the Partnership’s operating and finance leases at September 30, 2025 and December 31, 2024:


(in thousands)	September 30, 2025				December 31, 2024
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
ROU asset, net

Equipment, real estate and other	$	2,025	$	24,744	$	1,794	$	24,995
Railcars	15,348		—		16,357		—
Lease liability

Equipment, real estate and other	$	628	$	21,600	$	231	$	21,003
Railcars	15,040		—		16,168		—

Lease Expense Summary for the Three and Nine Months Ended September 30, 2025 and 2024

We recognize operating lease expense within Cost of materials and other and Direct operating expenses (exclusive of depreciation and amortization) and finance lease expense within Depreciation and amortization, on a straight-line basis over the

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(unaudited)

lease term. For the three and nine months ended September 30, 2025 and 2024, we recognized lease expense comprised of the following components:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Operating lease expense	$	1,482	$	1,450	$	4,703	$	4,026
Finance lease expense:
Amortization of ROU asset	260		—		719		—
Interest expense on lease liability	706		—		1,760		—
Short-term lease expense	630		684		1,791		2,186

(6) Other Current Liabilities

Other current liabilities consisted of the following:


(in thousands)	September 30, 2025		December 31, 2024
Accrued interest	$	9,900	$	2,531
Personnel accruals	9,684		9,693
Current portion of operating lease liabilities	4,208		4,041
Share-based compensation	3,541		1,339
Accrued taxes other than income taxes	2,144		1,332

Current portion of finance lease obligation	757		877
Sales incentives	669		1,338
Other accrued expenses and liabilities	1,686		2,832
Total other current liabilities	$	32,589	$	23,983

(7) Long-Term Debt and Finance Lease Obligation

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


(in thousands)	September 30, 2025		December 31, 2024
6.125% Senior Secured Notes, due June 2028 (1)	$	550,000	$	550,000
Finance lease obligation, net of current portion	20,843		20,126
Unamortized debt issuance costs	(1,724)		(2,152)
Total long-term debt and finance lease obligation, net of current portion	569,119		567,974
Current portion of finance lease obligation	757		877
Total long-term debt and finance lease obligation, including current portion	$	569,876	$	568,851

(1)The 6.125% Senior Secured Notes, due June 2028 had an estimated fair value of $549.2 million and $533.5 million as of September 30, 2025 and December 31, 2024, 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.

Credit Agreements



(in thousands)	Total Available Borrowing Capacity		Amount Borrowed as of September 30, 2025		Outstanding Letters of Credit		Available Capacity as of September 30, 2025		Maturity Date
ABL Credit Facility	$	50,000	$	—	$	—	$	50,000	September 26, 2028

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(unaudited)

Covenant Compliance

The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of September 30, 2025.

(8) Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Ammonia	$	25,379	$	24,614	$	92,621	$	83,875
UAN	113,960		76,735		309,622		241,080
Urea products	10,470		8,137		30,031		21,635


Other revenue (1)	13,740		15,717		42,699		39,179
Total revenue	$	163,549	$	125,203	$	474,973	$	385,769

(1)Consists mainly of freight revenue and includes sales of carbon oxide (“CO”) 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 the carbon oxide contract (“CO Contract”) is satisfied over its term through April 2030. Revenue from the CO Contract is recognized over time based on carbon oxide volumes measured at delivery.

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 September 30, 2025, the Partnership had approximately $5.1 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Partnership expects to recognize $1.5 million of these performance obligations as revenue by the end of 2025, an additional $3.2 million in 2026, and the remaining balance in 2027.

Contract Balances

During the nine months ended September 30, 2025 and 2024, the Partnership recognized revenue of $48.9 million and $14.1 million, respectively, that was included in the deferred revenue balances as of December 31, 2024 and December 31, 2023, respectively.

(9) Share-Based Compensation

A summary of compensation expense for the three and nine months ended September 30, 2025 and 2024 is presented below:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Phantom Unit Awards	$	1,238	$	447	$	3,699	$	2,105
Other Awards (1)	2,034		267		3,871		1,311
Total share-based compensation expense	$	3,272	$	714	$	7,570	$	3,416

(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.

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(10) 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. There have been no material changes in the Partnership’s commitments and contingencies to those disclosed in the 2024 Form 10-K and in the Form 10-Q for the periods ended March 31, 2025 and June 30, 2025.

In October 2025, a lawsuit was filed against CVR Energy, Inc. in the District Court of Fort Bend County, Texas alleging damages arising from an ammonia release that occurred at the Coffeyville Facility in October 2025, following which multiple individuals were transported to hospitals for evaluation and treatment. As this matter is in its earliest stages, the Partnership cannot yet determine whether this incident could have a material adverse 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.

(11) 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.

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(unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Net sales	$	163,549	$	125,203	$	474,973	$	385,769
Less:
Feedstocks	13,264		11,014		45,899		41,559
Distribution costs	13,587		15,303		41,684		37,208
Change in inventory, net	(1,461)		(54)		(1,746)		(1,063)
Cost of materials and other	25,390		26,263		85,837		77,704
Less:
Direct operating expenses (exclusive of depreciation and amortization and turnaround expenses)	56,455		55,580		170,189		157,997
Turnaround expenses	1,226		181		2,496		303
Depreciation and amortization	19,958		24,732		58,859		64,063
Selling, general and administrative expenses	9,171		7,447		25,094		21,065
Interest expense	9,058		8,465		27,009		25,354
Interest income	(1,471)		(1,224)		(4,115)		(2,938)
Other segment items (1)

SEC Form 10-Q filed by CVR Partners LP