UAN 10-K & 10-Q changes, risk factors and insider trading

Our operations are,operations, and nitrogen fertilizer and its feedstock pricesprices, are,are cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.

Demand for nitrogen fertilizer products is dependent on fluctuating demand for crop nutrients by the global agricultural industry. These fluctuations historically have had and could in the future have significant effects on prices across all nitrogen fertilizer products and, in turn, our results of operations, financial condition and cash flows. Nitrogen fertilizer products are commodities, the price of which can be highly volatile. A decrease in nitrogen fertilizer prices could have a material adverse effect on our business, cash flow, and ability to make distributions. The prices of nitrogen fertilizer products depend on a number of factors, including general economic conditions, cyclical trends in end-user markets, supply and demand imbalances, governmental policies, inflationary pressures, and weather conditions, which have a greater relevance because of the seasonal nature of fertilizer application. If seasonal demand exceeds the projections on which we base our production levels, customers may acquire nitrogen fertilizer products from competitors, and our profitability may be negatively impacted. If seasonal demand is less than expected, we may be left with excess inventory that will have to be stored or liquidated. Supply is affected by available capacity and operating rates, raw material costs, government policiespolicies, global trade, and potential future global trade.supply disruptions.

Our business is subject to intense price competition from both U.S. and foreign sources. With little or no product differentiation, customers make their purchasing decisions principally on the basis of delivered price and availability of the product. Increased global supply or decreases in transportation costs for foreign sources of fertilizer may put downward pressure on fertilizer prices. We compete with a number of U.S. producers and producers in other countries, including state-owned and government-subsidized entities that may have greater total resources and are less dependent on earnings from fertilizer sales, which make them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities. In addition, imports of fertilizer from other countries may be unfairly subsidized, as determined by December 31, 2025 | 16 the U.S. Department of Commerce on June 24, 2022 with respect to UAN imports from Russia and Trinidad and Tobago. On July 18, 2022, the U.S. International Trade Commission ultimately voted against imposing import tariffs on UAN from Russia and Trinidad and Tobago and, accordingly, the U.S. Department of Commerce did not issue countervailing duty orders and anti-dumping duty orders on UAN imports from those countries. An inability to compete successfully could result in a loss of customers, which could adversely affect our sales, profitability, and cash flows and, therefore, have a material adverse effect on our results of operations and financial condition.

We have a significant concentration of customers. Our two largest customercustomers represented approximately 14%28% of net sales for the year ended December 31, 2024.2025. Given the nature of our business, and consistent with industry practice, we do not have long-term minimum purchase contracts with our customers. The loss of several of these significant customers, or a significant reduction in purchase volume by several of them, could have a material adverse effect on our results of operations, financial condition and cash flows.

Our operations are subject to extensive federal, state and local environmental laws, rules and regulations relating to the protection of the environment, including those governing the emission or discharge of pollutants into the environment, product use and specifications and the generation, treatment, storage, transportation, disposal and remediation of solid and hazardous wastes. Violations of applicable environmental laws, rules and regulations, or of the conditions of permits issued thereunder, can result in substantial penalties, injunctive orders compelling installation of additional controls, civil and criminal sanctions, December 31, 2024 | 16 operating restrictions, injunctive relief, permit revocations and/or facility shutdowns, which may have a material adverse effect on our ability to operate our Facilities and accordingly our financial performance.

In addition, new environmental laws, rules and regulations, new interpretations of existing laws and regulations, including as a result of the change in the U.S. presidential administration, or increased governmental enforcement of laws, rules and regulations could require us to make additional unforeseen expenditures.expenditures or could adversely impact end user demand for our products. If we are unable to maintain sales of our products at a price that reflects such increased costs or have to increase the prices of our products because of such increased costs, there could be a material adverse effect on our business, financial condition, results of operations and cash flows.

Inflation in the U.S. increased beginning in the second half of 2021 and continued into the beginning of 2023, due to a substantial increase in money supply, a stimulative fiscal policy, a significant rebound in consumer demand as COVID-19 restrictions were relaxed, the Russia-Ukraine war and worldwide supply chain disruptions resulting from the economic contraction caused by COVID-19 and lockdowns followed by a rapid recovery. According to the Consumer Price Index, annual inflation was at 2.9%2.7% and 3.4%2.9% as of December 20242025 and 2023,2024, respectively. An increase in inflation rates could negatively affect our profitability and cash flows, due to higher wages, higher operating costs, higher financing costs and/or higher supplier prices. We may be unable to pass along such higher costs to our customers. In addition, inflation may adversely affect our customers’ financing costs, cash flows and profitability, which could adversely impact their operations and our ability to offer credit and collect receivables.

From time to time, we may consider pursuing acquisitions of businesses or assets and expansion projects (“Expansion Projects”) to continue to grow and increase profitability. However, we may not be able to consummate such Expansion Projects due to intense competition for suitable acquisition targets; the potential unavailability of necessary financial resources; difficulties in identifying suitable Expansion Projects or in completing them on sufficiently favorable terms; and the failure to December 31, 2025 | 19 obtain requisite regulatory approvals. In addition, any Expansion Projects may entail significant transaction costs and risks associated with entry into new markets and lines of business, including but not limited to, new regulatory obligations and risks.

We rely on a supply of pet coke and natural gas feedstocks to source hydrogen for our production of nitrogen fertilizer. We obtain pet coke from both CVR Energy’s Coffeyville refinery pursuant to a long-term agreement and third parties pursuant to supply agreements that are currently scheduled to end in December 2025.2026. Our Coffeyville Facility has obtained an average of 42%43% of its pet coke from CVR Energy’s Coffeyville refinery over the past five years. Should CVR Energy’s Coffeyville refinery fail to perform in accordance with the existing agreement or to the extent pet coke from CVR Energy’s Coffeyville refinery is insufficient, we would need to purchase more pet coke from third parties on the open market, which could negatively impact our results of operations to the extent third-party pet coke is unavailable or available only at higher prices. We have contracts for 280,000 tons of third-party supply of pet coke through December 2026. We typically obtain natural gas from third parties on a spot basis and, from time to time, may enter into fixed-price forward purchase contracts. We have two agreements for pipeline transportation of natural gas with expiration dates in October 2026 and April 2025.2028. Upon expiration of the agreements, we may be unable to extend the service under the terms of the existing agreements or renew the agreements on satisfactory terms, or at all, necessitating construction of a new connection that could be costly and disruptive. Any disruption in the supply of natural gas could restrict our ability to continue to make products and have a material adverse effect on our results of operations and financial condition.

We have licensed a combination of patent, trade secret and other intellectual property rights of third parties for use in our operations. If our use of technology on which our operations rely were to be terminated or face infringement claims, licenses to alternative technology may not be available, or may only be available on terms that are not commercially reasonable or December 31, 2025 | 20 acceptable, or in the case of infringement, may result in substantial costs, all of which could have a material adverse effect on our results of operations, financial condition and cash flows.

Operations depend in large part on the performance of third-party suppliers, such as the adjacent third-party air separation plant under a contract through 2039 and a third-party electric service provider under a contract through June 2029 at our Coffeyville Facility and purchase of electricity at our East Dubuque Facility, which we purchase under a utility service agreement that terminates in June 2025 and will continue thereafter unless either party provides 30 days advance written notice of termination.Facility. Should these or any of our other third-party suppliers fail to perform in accordance with existing contractual arrangements, or should we otherwise lose the service of any third-party suppliers, our operations (or a portion thereof) could be forced to shutdown or suspend operations. Alternative sources of supply could be difficult to obtain. Any shutdown of our operations (or a portion thereof), even for a limited period, could have a material adverse effect on our results of operations, financial condition and ability to make cash distributions.

Our business manufactures, processes, stores, handles, distributes and transports ammonia, which can be very volatile and extremely hazardous. Major accidents or releases involving ammonia could cause severe damage or injury to property, the environment and human health, as well as a possible disruption of supplies and markets. Such an event could result in civil lawsuits, fines, penalties and regulatory enforcement proceedings, all of which could lead to significant liabilities. Any damage or injury to persons, equipment or property or other disruption of our ability to produce or distribute products could result in a December 31, 2024 | 20 significant decrease in operating revenues and significant additional costs to replace or repair and insure our assets, which could have a material adverse effect on our results of operations, financial condition and ability to make cash distributions. Our Facilities periodically experience minor releases of ammonia related to leaks from our Facilities’ equipment. Similar events may occur in the future.

In addition, we may incur significant losses or increased costs relating to the operation of railcars used for the purpose of carrying various products, including ammonia. Due to the dangerous and potentially hazardous nature of the cargo we carry, in particular ammonia, a railcar accident may result in fires, explosions and releases of material which could lead to sudden, December 31, 2025 | 21 severe damage or injury to property, the environment and human health. In the event of contamination, under environmental law, we may be held responsible even if we are not at fault and were in compliance with the laws and regulations in effect at the time of the accident. Litigation arising from accidents involving ammonia and other products we produce or transport may result in us being named as a defendant in lawsuits asserting claims for substantial damages, which could have a material adverse effect on our results of operations, financial condition and ability to make cash distributions.

Acts of sabotage or terrorist attacks (including cyberattacks), threats of war, armed conflict or war or trade wars, as well as events occurring in response to or in connection with such events may harm our business or have an adverse impact on our future results of operations and financial condition. For example, the ongoing Russia-Ukraine war posesand continued conflicts and tensions in the Middle East pose significant geopolitical risks to global markets, with direct implications for the fertilizer and agriculture markets. Similarly, despite recent de-escalation and the ongoing ceasefire, the conflict between Israel and Hamas, which began in October 2023, continues to pose similar risks to the global fertilizer and agriculture markets. The threat or imposition of trade restrictions or economic sanctions could lead to further volatility in the price and disruptions in the production and trade of fertilizer, grains and feedstock. The ultimate outcome of these conflicts, or further escalation or expansion thereof, and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways.

Further, changes in the insurance markets attributable to terrorist attacks, acts of sabotage or cyberattacks could make certain types of insurance more difficult for us to obtain. Moreover, the insurance that may be available to us may be December 31, 2025 | 22 significantly more expensive than our existing insurance coverage. Instability in the financial markets as a result of war, terrorism, sabotage or cyberattack could also affect our ability to raise capital, including our ability to repay or refinance debt.

We are insured under casualty, environmental, property and business interruption insurance policies. The property and business interruption policies insure our real and personal property. These policies are subject to limits, sub-limits, retention (financial and time-based) and deductibles. The application of these and other policy conditions could materially impact insurance recoveries and potentially cause us to assume losses which could impair earnings. There is potential for a common December 31, 2024 | 22 occurrence to impact both our Coffeyville Facility and CVR Energy’s Coffeyville refinery in which case the insurance limits and applicable sub-limits would apply to all damages combined.

There is finite capacity in the commercial insurance industry engaged in underwriting chemical industry risk, and factors impacting cost and availability include: (i) losses in our industries, (ii) natural disasters, (iii) specific losses incurred by us and (iv) inadequate investment returns earned by the insurance industry. In the future, certain insurance could become unavailable or available only for reduced amounts of coverage or at exorbitant costs. If the supply of commercial insurance is curtailed, we may not be able to continue our present limits of insurance coverage or obtain sufficient insurance capacity to adequately insure our risks or we may determine that premium costs, in our judgement,judgment, do not justify such expenditures and instead increase our self-insurance.

We have incurred significant indebtedness, and we may be able to incur significant additional indebtedness in the future. If new indebtedness is added to our current indebtedness, the risks described below could increase. Our level of indebtedness could have important consequences, such as: (i) limiting our ability to obtain additional financing to fund our working capital December 31, 2025 | 24 needs, capital expenditures, debt service requirements, acquisitions or other purposes; (ii) requiring us to utilize a significant portion of our cash flows to service our indebtedness, thereby reducing available cash and our ability to make distributions on our common units; (iii) limiting our ability to use operating cash flow in other areas of the business because we must dedicate a substantial portion of additional funds to service debt; (iv) limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions; (v) limiting our ability to make certain payments on debt that is subordinated or secured on a junior basis; (vi) restricting the way in which we conduct business because of financial and operating covenants, including regarding borrowing additional funds, disposing of assets and the ability of subsidiaries to pay distributions; (vii) limiting our ability to enter into certain transactions with our affiliates; (viii) limiting our ability to designate our subsidiaries as unrestricted subsidiaries; (ix) exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our respective subsidiaries’ debt instruments; and (x) limiting our ability to react to changing market conditions.

Further, our ABL Credit Facility bears interest at variable rates and other debt we incur could likewise be variable-rate debt. If market interest rates increase, variable-rate debt will create higher debt service requirements, which could adversely affect our ability to fund our liquidity needs, capital investments and distributions to our unitholders. We may enter into December 31, 2025 | 25 agreements limiting our exposure to higher interest rates, but any such agreements may not offer complete protection from this risk.

As of December 31, 2024,2025, Mr. Carl C. Icahn indirectly controlled approximately 66%70% of the voting power of CVR Energy’s common stock and, by virtue of such ownership, is able to control the Partnership through CVR Energy’s ownership of our general partner CVR GP, LLC (“General Partner”) and its sole member, including: the election and appointment of directors; business strategy and policies; mergers or other business combinations; acquisition or disposition of assets; future issuances of common units or other securities; incurrence of debt or obtaining other sources of financing; and the payment of distributions on our common units. The existence of a controlling stockholder may have the effect of making it difficult for, or may discourage or delay, a third-party from seeking to acquire a majority of our common units, which may adversely affect the market price of such common units. As of December 31, 2024, Icahn Enterprises L.P. and its affiliates, including Mr. Icahn (“IEP”), also held approximately 2% of the Partnership’s outstanding limited partner interests. On January 8, 2025, IEP acquired via cash tender offer a total of 878,212 additional shares at a price of $18.25 per share, increasing its ownership percentage of CVR Energy’s outstanding common stock to approximately 67%.

While the Federal Reserve lowered its target range for the federal funds rate by 75 and 100 basis points in the later half of 2025 and 2024, respectively, it previously raised the rate by 525 basis points from March 2022 through July 2023. Any subsequent increase in the interest rates December 31, 2024 | 25 associated with our floating rate debt would increase our debt service costs and affect our results of operations and cash flow available for payments of our debt obligations. In addition, an increase in interest rates could adversely affect our future ability to obtain financing or materially increase the cost of any additional financing. We cannot predict future U.S. fiscal policy, including with respect to interest rates, and adverse changes with respect thereto have resulted and could again result in a material adverse effect to our results of operations, financial condition and cash flows.

As permitted under Delaware law, our partnership agreement, which applies to and binds common unitholders, limits the liability and replaces the fiduciary duties of our generalGeneral partner,Partner, while also restricting the remedies available to our common unitholders for actions that, without these limitations and reductions, might constitute breaches of fiduciary duty. Our partnership agreement contains provisions that replace the standards to which our generalGeneral partnerPartner would otherwise be held by state fiduciary duty law. For example: our partnership agreement (i) permits our generalGeneral partnerPartner to make a number of decisions in its individual capacity, as opposed to its capacity as generalGeneral partner,Partner, which entitles our generalGeneral partnerPartner to consider only the interests and factors that it desires and means that it has no duty or obligation to give any consideration to any interest of, or factors affecting, any limited partner; (ii) provides that our generalGeneral partnerPartner will not have any liability to unitholders for decisions made in its capacity as generalGeneral partnerPartner so long as it acted in good faith, meaning it believed the decision was in our best interest; (iii) provides that our generalGeneral partnerPartner and the officers and directors of its generalGeneral partnerPartner will not be liable for monetary damages to common unitholders, including us, for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the generalGeneral partnerPartner or its officers or directors acted in bad faith or engaged in fraud or willful misconduct, or in the case of a criminal matter, acted with knowledge that the conduct was criminal; (iv) generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of its generalGeneral partnerPartner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us, as determined by its generalGeneral partnerPartner in good faith, and that, in determining whether a transaction or resolution is “fair and reasonable”, the generalGeneral partnerPartner may consider the totality of the relationships between the parties involved, December 31, 2024 | 26 including other transactions that may be particularly advantageous or beneficial to affiliated parties, including us; and (v) provides that in resolving conflicts of interest, it will be presumed that in making its decision, the generalGeneral partnerPartner or its conflicts committee acted in good faith, and in any proceeding brought by or on behalf of any holder of common units, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

The potential conflicts of interest include, among others, the following: (i) neither our partnership agreement nor any other agreement requires the owners of our generalGeneral partner,Partner, including CVR Energy, to pursue a business strategy that favors us and the affiliates of our generalGeneral partner,Partner, including CVR Energy, have fiduciary duties to make decisions in their own best interests December 31, 2025 | 27 and in the best interest of holders of CVR Energy’s common stock, which may be contrary to our interests (ii) our generalGeneral partnerPartner is allowed to take into account the interests of parties other than us or our common unitholders, such as its owners or CVR Energy, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our common unitholders; (iii) our generalGeneral partnerPartner has limited its liability and reduced its fiduciary duties under our partnership agreement and has also restricted the remedies available to our common unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty; (iv) the Board determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, repayment of indebtedness, and issuances of additional partnership interests, each of which can affect the amount of cash that is available for distribution to our common unitholders; (v) our partnership agreement does not restrict our generalGeneral partnerPartner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf and there is no limitation on the amounts that can be paid; (vi) our generalGeneral partnerPartner controls the enforcement of obligations owed to us by it and its affiliates, and decides whether to retain separate counsel or others to perform services for us; (vii) our generalGeneral partnerPartner determines which costs incurred by it and its affiliates are reimbursable by us; and (viii) certain of the executive officers of our generalGeneral partnerPartner also serve as executive officers of CVR Energy, including our executive chairman, who will face conflicts of interest when making decisions which may benefit either us or CVR Energy. Additionally, the compensation of our executive officers, other than for our Chief Executive Officer, Mr. Pytosh, is set by CVR Energy, and we have no control over the amount paid to such officers.

Our generalGeneral partnerPartner may transfer its generalGeneral partnerPartner interest in us to a third-party, including in a merger or in a sale of all or substantially all of its assets without the consent of our common unitholders. The new equity owner of our generalGeneral partner December 31, 2024 | 27Partner would then be in a position to replace the board of directors and the officers of our generalGeneral partnerPartner with its own choices and to influence their decisions. If control of our generalGeneral partnerPartner were transferred to an unrelated third-party, the new owner would have no interest in CVR Energy and CVR Energy could, upon 90 days’ notice, terminate the services agreement pursuant to which it provides us with the services of its senior management team.

The anticipated after-tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for U.S. federal income tax purposes. Despite the fact that we are organized as a limited partnership under Delaware law, we would be treated as a corporation for U.S. federal income tax purposes unless we satisfy a “qualifying income” requirement. Based upon our current operations, we believe we satisfy the qualifying income requirement. Although we have received favorable private letter rulings from the IRS with respect to certain of our operations, no ruling has been or will be requested regarding our treatment as a partnership for U.S. federal income tax purposes. Failing to meet the qualifying income December 31, 2024 | 28 requirement or a change in current law (which could be retroactive) could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to taxation at the corporate tax rate and distributions to our common unitholders would generally be taxed again as corporate distributions, and no income, gains, losses, or deductions would flow through to our common unitholders. Because a tax would be imposed upon us as a corporation, our cash available for distribution to our common unitholders would be substantially reduced and result in a material reduction in the anticipated cash flow and after-tax return to our common unitholders, likely causing a substantial reduction in the value of our common units. At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise, or other forms of taxation. We currently own assets and conduct business in several states, many of which impose a margin or franchise tax. In the future, we may expand our operations. Imposition of a similar tax on us in other jurisdictions that we may expand could substantially reduce our cash available for distribution to our common unitholders.

The IRS (and some states) may assess and collect from us taxes (including any applicable penalties and interest) resulting from audit adjustments to our income tax returns. Our generalGeneral partnerPartner may elect to either pay the taxes (including any December 31, 2025 | 29 applicable penalties and interest) directly to the IRS or, if we are eligible, issue a revised information statement to each common unitholder and former common unitholder with respect to an audited and adjusted return. There can be no assurance that such an election to allocate the audit adjustment and tax payment obligation to our current and former common unitholders will be practical, permissible, or effective in all circumstances. As a result, our current common unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if they did not own common units in us during the tax year under audit. If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties, and interest, our cash available for distribution to our common unitholders might be substantially reduced and our current and former unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such unitholders behalf.

In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during our taxable year. However, our deduction for “business interest” is limited to the sum of our business interest income and 30% of our “adjusted taxable income”. For the purposes of this limitation,limitation for taxable years beginning on or after January 1, 2025, our adjusted taxable income is computed without regard to any business interest expense orexpense, business interest income.income, In the case of taxable years beginning on or after January 1, 2022, our adjusted taxable income is computed by taking into account anyand deduction allowable for depreciation, amortization,amortization or depletion.

Additionally, if a common unitholder sells or otherwise disposes of a unit, the transferee is required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person, and we are required to deduct and December 31, 2025 | 30 withhold from the transferee amounts that should have been withheld by the transferee but were not withheld. Under the Treasury Regulations, such withholding will be required on open market transactions, but in the case of a transfer made through a broker, a partner’s share of liabilities will be excluded from the amount realized. In addition, the obligation to withhold will be imposed on the broker instead of the transferee (and we will generally not be required to withhold from the transferee amounts that should have been withheld by the transferee but were not withheld). These withholding obligations will apply to transfers of our common units occurring on or after January 1, 2023. Current and prospective Non-U.S. common unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units.

We generally (i) prorate our items of income, gain, loss, and deduction between transferors and transferees of our common units; and (ii) allocate certain deductions for depreciation of capital additions, gain or loss realized on a sale or other disposition of our assets, and, in the discretion of the generalGeneral partner,Partner, any other extraordinary item of income, gain, loss, or deduction, each month based upon the ownership of our units on the first day of each month (the “Allocation Date”), instead of on the basis of December 31, 2024 | 30 the date a particular common unit is transferred. Treasury Regulations allow a similar monthly simplifying convention, but such regulations do not specifically authorize all aspects of our proration method. If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss, and deduction among our common unitholders.

In addition to U.S. federal income taxes, our common unitholders may be subject to other taxes, including foreign, state, and local taxes, unincorporated business taxes, and estate, inheritance, or intangible taxes that are imposed by the various jurisdictions in which we conduct business or own property now or in the future, even if they do not live in any of those December 31, 2025 | 31 jurisdictions, will likely be required to file foreign, state, and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions, and may be subject to penalties for failure to comply with those requirements.

•Reliability - Our goal is to achieve industry-leading utilization rates at both of our facilitiesFacilities through safe and reliable operations. We are focusing on improvements in day-to-day facility operations, identifying alternative sources for facility inputs to reduce lost time due to third-party operational constraints, and optimizing our commercial and marketing functions to maintain facility operations at their highest level.

In JanuaryDecember 2025, we published aour 20232024 Environmental, Social & Governance Report (“20232024 ESG Report”), which continues to benchmark performance against specific Sustainability Accounting Standards Board metrics and is available at CVR Partner’s website at www.CVRPartners.com. The 20232024 ESG Report does not constitute a part of, and is not incorporated December 31, 2025 | 36 by reference into, this Annual Report on Form 10-K or any other report we file with (or furnish to) the Securities and Exchange Commission (the “SEC”), whether made before or after the date of this Annual Report on Form 10-K.

Industry Factors and Market Indicators

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. Moreover, the industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products.

Geopolitical•The Mattersongoing -Russia-Ukraine Thewar, continued conflicts and tensions in the Middle East conflict, which began in October 2023East, and impactedthe related implications for the global fertilizer and agriculture markets,industries, alongsidetogether otherwith conflicts,tentative likeand ongoing peace negotiations in the ongoingaffected Russia-Ukraine war, continue to present significant geopolitical risks to global markets as does the potential for future trade wars and the potential changes in U.S. economic trade policy. These concerns, including the enforcement of sanctions,regions, could lead to further disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions.restrictions, sanctions or transportation bottlenecks. The ultimate outcomeimpacts of these conflicts and/or economic policy, or further escalationescalation, expansion, or expansionresolution thereof, and any associated market disruptions are difficult to predict and may affect our business, operations, cash flows, and cashaccess flowsto capital in unforeseen ways.

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 chart presented below summarizes our ammonia utilization rates on a consolidated basis for the years ended December 31, 2025, 2024, and 2023.

On a consolidated basis, utilization decreased 4% to 96% for the year ended December 31, 20242025 as compared to the year ended December 31, 2023,2024, utilization decreased 8% primarily due to the 2025 Coffeyville Turnaround and subsequent downtime of several weeks due to startup issues at the third-party air separation plant, as well as control systems upgrades at the East Dubuque Facility in the second and third quarters of 2025 and other minor unplanned outages at the Facilities in the current period (the “2025 Outages”), partially offset by the 14-day planned outage at the Coffeyville Facility during the first quarter of 2024 and other minor unplanned outages at the Facilities (the “ 2024 Outages”) in the currentprior period.

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.gate Product pricing at gatewhich 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.

For the year ended December 31, 2024,2025, total product sales volumesvolume werevariance was unfavorable driven by reduced production volumes resulting from the 20242025 OutagesCoffeyville inTurnaround and the current2025 period.Outages. For the year ended December 31, 2024, totalTotal product sales werevariance unfavorablewas favorable, driven by sales price decreasesincreases of 16%22% for ammonia and 20%27% for UAN during the year. Ammonia and UAN sales pricesprice were unfavorablefavorable primarily due to lowerimproved market conditions, primarily driven by tight inventory levels. These inventory constraints resulted from increased demand arising from higher planting acreage of corn in 2025 and increased soybean yields, as well as domestic and international production outages that reduced global supply of nitrogen fertilizers. Higher natural gas prices reducingalso raised input costscosts, andcontributing lowerto plantedan acresoverall of cornincrease in themarket U.S.prices.

Production Volumes - Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represents the ammonia available for sale that was not December 31, 2024 | 40 upgraded into other fertilizer products. The table below presents these metrics for the years ended December 31, 2025, 2024, 2023, and 20222023:

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 MarchJune 31,30, 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”.

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 oraforementioned, previously discloseddisclosed, or other transactions will develop or materialize, or if they do, as to their timing. As of MarchJune 31,30, 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 MarchJune 31,30, 2026, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

Over the past twothree 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 capacitycapacity, or provide feedstock availability at the Facilities:

•During the planned turnaround at the East Dubuque Facility, scheduled for August 2026, the Partnership intendsplans to upgradecommence work on the upgrades to its water qualitysystems, andin wastewateraddition treatmentto capabilitiescompleting while expandingthe brownfield ammonia expansion that is expected to increase production capacity by approximately 5%.

•Based on engineering studies completed in 2025, the Coffeyville Facility has the potential to utilize natural gas as an alternative feedstock in conjunction with pet coke in the production of nitrogen fertilizer, which along with certain other modifications may increase the nameplate ammonia production of the Coffeyville Facility.fertilizer. We are nearingin Marchthe 31,final 2026 | 17 completionphases of completing detailed engineering and final cost estimates, and with approval by the board of directors of our General Partner (the “Board”), expect to proceed with construction in 2026.2026 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.

•On February 28, 2026, a war began between the U.S.-Israel and Iran (the “Iran War”), further increasing theThe conflicts and tensions in the Middle East,East resultinghave resulted in significant disruptions to fertilizer production facilities in the Middleregion, Eastas andwell as to global energy and fertilizer supply chain production and availability. TheThese Iranconflicts War hashave disrupted key trade routes, tightened global supply of certain commodities, and increased energy costs, contributing to elevated and volatile fertilizer prices. AsRecent aescalations result,have availabilityincreased the uncertainty regarding the duration and severity of fertilizerthese for spring planting has been constrained at a critical time,disruptions and pricesany havefurther escalatedimpacts ason customersthe haveglobal soughtand availablefertilizer supply.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 the Iran War and these other conflicts, including any escalation, expansion,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 recentrelated U.S. Supreme Court decisions affecting the interpretation and implementation of certain federaljudicial, regulatory and tradeadministrative authorities,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.

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

◦Ethanol is blended with gasoline to meet requirements under the Renewable Fuel Standard (“RFS”) of the Clean Air Act and for its octane value. Since 2020, corn used in ethanol production has historically consumed an average of approximately 36% of annual domestic corn production, so demand for corn generally rises and falls with ethanol demand.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 April 2026, the EPA proposed a final rule reflectingfinalized the highest RFS blending obligation in historyobligations for 2026 and 2027,2027 that reflect the highest renewable fuel volume in the program’s history, including for biomass-based diesel and advanced biofuel, which shouldis furtherexpected increaseto support ethanol demand and support grain demand and prices. However, even if the EPA decreases RFS blending obligations, we believe ethanol should continue to be blended into transportation fuel for its inherent octane value and further expect the government would seek ways to mitigate any potential negative impact on farmers to promote continued planting activities in the future.demand.

◦As a result of the Iran War, theThe EPA has proposedissued a nationwide emergency waiver of the Reid Vapor Pressure specification during the summer of 20262026, toincreasing increaseflexibility the size of thein gasoline poolblending forduring the summer driving season. Further,In congressMay is2026, consideringH.R. a1346 potentialaimed at permanently allowing year-round, nationwide E15 (gasoline blended with 15% ethanol), expansionamong toother increaseactions, was passed by the amountU.S. House of ethanolRepresentatives blendedand intois gasoline.currently Thesebeing actionsconsidered areby expectedthe toU.S. Senate, together with other related legislation. If enacted, year-round, nationwide E-15 could support fertilizer demand and pricing by driving increased, long-term demand for corn.demand.

On a consolidated basis, for the three months ended MarchJune 31,30, 2026 as compared to MarchJune 31,30, 2025, utilization increased 2%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 firstsecond 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 “Q1 2025 Outages”).

AmmoniaFor the three months ended June 30, 2026, ammonia and UAN sales prices increased by 24%33% and 34%,24%, respectively,respectively. duringFor the period.six Thismonths wasended June 30, 2026, ammonia and UAN sales prices increased by 28% and 28%, respectively. These increases were primarily due to improvedchanges in market conditions, primarily driven by tight inventory levels.levels Theseas inventorya constraints resulted from increased demand arising from higher planting acreageresult of cornthe conflicts and tensions in 2025, as well as the IranMiddle WarEast combined with domestic and international production outages, logistics constraints, and other impacts that reduced global supply of nitrogen fertilizers. Higher natural gas prices also raised input costs, contributing to an overall increase in market prices.

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 1418 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2025/2026 and is forecasted to rise to 17 billion pounds in marketing year 2026/2027.

Weather continues to be a critical variable for crop production. Even with escalating prices for nitrogen fertilizer, demand has beenwas 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 2026.2026 on expectations of lower carryout inventory levels compared to 2025. While soybean production declined slightly due to fewer planted acres in 2026,2025, yields were above historical levels, and pricing has remainedincreased steadyin asthe globalUnited inventoryStates levelsdue havein increased.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 will plantplanted 3.5% fewer corn acres and 4.3%5.1% more soybean acres compared to 2025. The combined estimated corn and soybean planted acres of 180.0180.7 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.

(1)Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of MarchJune 31,30, 2026.

(2)Information used within this chart was obtained from the U.S. Energy Information Administration (“EIA”) through MarchJune 31,30, 2026.

MarchJune 31,30, 2026 | 2120

The charts below show relevant market indicators by month through MarchJune 31,30, 2026:

MarchJune 31,30, 2026 | 2221

Overview - For the three months ended MarchJune 31,30, 2026, the Partnership’s operating income and net income increased $23.1$38.5 million and $22.8$38.7 million, respectively, compared to the three months ended MarchJune 31,30, 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 resultingdescribed from improved market conditions, mainly driven by tight inventory levels.below.

Net Sales - The $37.2$33.6 million increase for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 was primarily due to favorable UAN and ammonia sales prices contributing $36.8 million in higher revenue and favorable ammonia sales volumes contributing $7.4$35.4 million in higher revenue, partially offset by decreased UAN and ammonia sales volumes reducing revenues by $6.7$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 MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025:

Ammonia and UAN sales price variances were favorable primarily due to the aforementioned improved pricing and inventory conditions withindiscussed thein “—Sales Volume and Pricing per Ton” discussion.above.

Cost of Materials and Other - The $1.5$70.8 million increase for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025 was driven primarily bydue increasedto naturalfavorable gasUAN and ammonia sales prices andcontributing unfavorable$72.3 changesmillion in inventoryhigher adjustments,revenue, combined with favorable ammonia sales volumes contributing $5.6 million in higher revenue, partially offset by lowerdecreased distributionUAN costs.sales volumes reducing revenues by $10.9 million.

MarchJune 31,30, 2026 | 2322

The following are non-GAAP measures we present for the periods ended MarchJune 31,30, 2026 and 2025:

Available Cash for Distribution - EBITDA for the quarterperiod 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.

MarchJune 31,30, 2026 | 2423

(2)Amount consists of maintenance capital expenditures, including additional reserves for future profit and growth projects,projects and potential investment opportunities, net of any releases of previously reserved funds, of $10.2 million and $7.9$20.5 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and March$7.5 31,million and $15.4 million for the three and six months ended June 30, 2025, respectively.

(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 $4.00$6.08 per common unit related to the firstsecond quarter of 2026 to be paid in MayAugust 2026.

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 interestchanges ratein volatility.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 marketsmarket 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 June 30, 2026 | 24 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 MarchJune 31,30, 2026 and through date of filing, as applicable.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $128.1$137.5 million, and combined with $50.0 million available under our ABL Credit Facility, we had total liquidity of $178.1$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.