CVR ENERGY, INC.

Item 1.01. Entry into a Material Definitive Agreement. On November 3, 2026, CVR Energy, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Jefferies LLC, as representatives of the several underwriters named on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 10,515,248 shares of its common stock, par value $0.01 per share (“Common Stock”), to the Underwriters at a price to the public of $47.55 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,577,287 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. The Offering closed on November 5, 2026. Net proceeds to the Company, after deducting underwriting discounts and commissions and before offering expenses payable by the Company, were approximately $490.0 million. The Company intends to use the net proceeds from the Offering, together with cash on hand and the net proceeds from certain other financing transactions, to finance the previously disclosed acquisition of the St. Paul Park and Mandan refineries and related marketing and logistics assets from certain subsidiaries and affiliates of Marathon Petroleum Corporation (the “Acquisition”), redeem the Company’s outstanding 5.750% Senior Notes due 2028 (the “2028 Notes”) and pay related fees and expenses. If the Acquisition is not consummated, the Company intends to use the net proceeds from the Offering for general corporate purposes. The pricing terms of the Offering have been approved by the Company’s Board of Directors upon the recommendation of a special committee of the Company’s Board of Directors comprised entirely of independent and disinterested directors. This Current Report does not constitute a notice of redemption for, nor an offer to purchase, the 2028 Notes or any other securities. The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and to contribute to payments the Underwriters may be required to make in respect of those liabilities. The Offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-291199), filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2025, as supplemented by a preliminary prospectus supplement, filed with the SEC on November 3, 2026, and a final prospectus supplement, dated November 3, 2026, filed with the SEC on November 5, 2026. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated into this Item 1.01 by reference. A copy of the opinion of Proskauer Rose LLP relating to the validity of the shares of Common Stock offered by the Company is filed herewith as Exhibit 5.1.

Item 7.01. Regulation FD Disclosure. On November 3, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is furnished herewith as Exhibit 99.1. On November 3, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.2. The information in this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 hereto, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.