CVR Energy Inc. 10-Q filed Nov 3, 2026

Added · Recent Developments—Pending Acquisition of Northern PADD II Refining Assets

On November 2, 2026, the Company entered into an equity and asset purchase agreement (the “Purchase Agreement”) with certain indirect subsidiaries and affiliates of Marathon Petroleum Corporation (the “Sellers”) to acquire the refinery located in St. Paul Park, Minnesota (the “St. Paul Park Refinery”), the refinery located in Mandan, North Dakota (the “Mandan Refinery”), a 17% interest in each of Minnesota Pipe Line Company, LLC and MPL Investments, Inc., and associated wholesale marketing and logistics assets (collectively, the “Target Assets”), and to assume certain liabilities related to the Target Assets, for aggregate cash consideration of approximately $4.2 billion, subject to customary closing adjustments, including net working capital and inventory adjustments (the “Acquisition”). The consummation of the Acquisition is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and certain other regulatory approvals. The Purchase Agreement may be terminated under specified circumstances and, in certain of those circumstances, the Company may be required to pay the Sellers a termination fee of 6%, 4% or 2% of the aggregate base purchase price, depending on the circumstances of termination. The Company expects the Acquisition to close before the end of 2026 (the date of such closing, the “Acquisition Closing Date”), subject to the satisfaction or waiver of the applicable closing conditions; however, there can be no assurance that the Acquisition will be completed on the anticipated terms or timeline, or at all.