Item 8.01. Other Events. As previously reported in the Current Report on Form 8-K filed by CVR Energy, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 3, 2026, the Company entered into a definitive agreement with subsidiaries and affiliates of Marathon Petroleum Corporation (“Marathon”) under which CVR Energy will acquire Marathon’s Saint Paul Park, Minneso…
Filed Nov 3, 2026Accepted Nov 3, 2026, 8:30 AM ESTCIK 1376139Accession 0001193125-26-444445
Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing businesses, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners, LP. CVR Energy subsidiaries serve as the general partner and own approximately 37 percent of the common units of CVR Partners, LP.
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Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
As previously reported in the Current Report on Form 8-K filed by CVR Energy, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 3, 2026, the Company entered into a definitive agreement with subsidiaries and affiliates of Marathon Petroleum Corporation (“Marathon”) under which CVR Energy will acquire Marathon’s Saint Paul Park, Minnesota and Mandan, North Dakota refineries, along with Marathon’s related marketing business (the “Acquisition”).
This Current Report on Form 8-K is being filed to provide the following documents for purposes of incorporating them by reference into one or more documents the Company intends to file with the SEC:
Combined financial statements of The Mandan and Saint Paul Park Refining Business of Marathon Petroleum Corporation, consisting of the combined balance sheets as of December 31, 2025 and 2024 and the related combined statements of income (loss), of cash flows and of changes in net parent investment for the years then ended, together with the notes thereto and the report of PricewaterhouseCoopers LLP, independent auditors, dated September 14, 2026 (Exhibit 99.1).
Unaudited condensed combined financial statements of The Mandan and Saint Paul Park Refining Business of Marathon Petroleum Corporation, consisting of the unaudited condensed combined balance sheet as of September 30, 2026, the unaudited condensed combined balance sheet as of December 31, 2025 and the related unaudited condensed combined statements of income, of cash flows and of changes in net parent investment for the nine months ended September 30, 2026 and 2025, together with the note...
Unaudited pro forma condensed combined financial information of the Company giving effect to the Acquisition and related financing transactions, consisting of the unaudited pro forma condensed combined balance sheet as of September 30, 2026 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the nine months ended September 30, 2026 and 2025, together with the notes thereto (Exhibit 99.3).
Consent of PricewaterhouseCoopers LLP (Exhibit 23.1).
The documents listed above are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been achieved had the Acquisition and the related financing transactions occurred on the dates indicated or of the Company’s future financial position or results of operations. The Acquisition has not yet been consummated and remains subject to the satisfaction or waiver of certain closing conditions set forth in the acquisition agreement described above, including receipt of required regulatory approvals. No assurance can be given that the Acquisition or the related financing transactions will be consummated on the terms contemplated or at all.
Filed exhibits (2)
EX-99.1 (by filename) d399885dex991.htm
Exhibit 99.1
The Mandan and Saint Paul Park Refining Business of Marathon Petroleum Corporation
Combined Financial Statements
As of December 31,
2025, and December 31, 2024 and
for the twelve months ended December 31, 2025 and December 31, 2024
1
The Mandan and Saint Paul Park Refining Business of Marathon Petroleum Corporation
Table of Contents
Page
Report of Independent Auditors 3
Combined Financial Statements:
Combined Statements of Income (Loss) 5
Combined Balance Sheets 6
Combined Statements of Cash Flows 7
Combined Statements of Changes in Net Parent Investment 8
Notes to Combined Financial Statements 9
2
Report of Independent Auditors
To the Management of Marathon Petroleum Corporation
Opinion
We have audited the accompanying combined
financial statements of The Mandan and Saint Paul Park Refining Business of Marathon Petroleum Corporation (the “Business”), which comprise the com…
Exhibit 99.2
The Mandan and Saint Paul Park Refining Business of Marathon Petroleum Corporation
Condensed Combined Financial Statements (Unaudited)
As of September 30, 2026, and December 31, 2025, and
for the nine months ended September 30, 2026 and September 30, 2025
1
The Mandan and Saint Paul Park Refining Business of Marathon Petroleum Corporation
Table of Contents
Page
Condensed Combined Financial Statements (Unaudited):
Condensed Combined Statements of Income (Unaudited) 3
Condensed Combined Balance Sheets (Unaudited) 4
Condensed Combined Statements of Cash Flows (Unaudited) 5
Condensed Combined Statements of Changes in Net Parent Investment (Unaudited) 6
Notes to Condensed Combined Financial Statements 7
2
The Mandan and Saint Paul Park Refining Business of Marathon Petroleum Corporation
Condensed Combined Statements of Income (Unaudited)
…