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PRE-MKT · 04:35 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CVI

CVR ENERGY INC
NYSE · ENERGY · PETROLEUM REFINING
58.16
−0.47 −0.80%
USD · close Oct 23
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Work order
76
PASS · shorts 76
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $5.8BP/E 85.5DIV YIELD —FCF YIELD 6.00%REV TTM $8.5B +17.9%NET INCOME $69MNET DEBT $963M52W 20.72 – 63.12SEC XBRL · TTM TO Invalid Date

How CVI rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
64%
of sentences unchanged
Added
96
new sentences
Dropped
108
sentences removed
Length
−668
words, now 15,925

New in FY2025

  • Risk Factors The following risks should be considered together with the other information contained in this Report and all of the information set forth in our filings with the SEC.
  • If any of the following risks or uncertainties develops into actual events, our petroleum, renewables, and/or nitrogen fertilizer businesses, financial conditions, or results of operations could be materially adversely affected.
  • Risks Related to Our Entire Business Our businesses, and commodity prices, are cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.
  • The market prices for these and other commodities depend upon a wide range of factors beyond our control including product pipeline capacity, December 31, 2025 | 24 system inventory, local and regional market conditions, inflation, operating levels of other refineries, regional and global supply of and demand for crude oil, gasoline, diesel, and other feedstocks and refined products, which supply and demand is subject to volatility based on, among other things, the availability and quantity of imports, driving habits, weather conditions, the capacity and production levels of U.S. and foreign refineries and suppliers, levels of refined petroleum product inventories and the availability of petroleum alternatives, productivity and growth (or the lack thereof) of U.S. and global economies, U.S. foreign trade policy and relationships with foreign governments, political affairs, the outcome of legal or regulatory proceedings, and the extent of governmental regulation, including EOs.
  • There is also ongoing uncertainty regarding the ultimate impacts of recent events involving Venezuela, including with respect to foreign trade and product margins, among others.
  • Additionally, our Renewables Segment is exposed to fluctuations in the prices of Vegetable oils and other feedstocks and renewable fuels, which are affected by numerous factors, such as the supply of and demand for vegetable oil and other feedstocks, as well as renewable diesel and other renewable fuels which, in turn, depend on, among other factors, changes in domestic and foreign economies and trade policies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibly of imports and exports, the marketing of competitive fuels, and the extent of government regulations.
  • The prices of vegetable oils and other feedstocks and renewable fuels are also affected by other factors, such as Vegetable oil production capacity, soybean crush capacity, system inventory, local and regional market conditions, inflation, and the operating levels of other facilities.
  • 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.
  • Supply is affected by available capacity and operating rates, raw material costs, government policies, global trade, and potential future global supply disruptions.
  • We cannot predict future changes in U.S. policy with respect to foreign trade (including the imposition of trade barriers, tariffs on Canadian and other goods, or economic or trade sanctions, from the new administration or otherwise), including whether existing trade policies will be maintained or modified or whether the entry into new bilateral or multilateral December 31, 2025 | 25 trade agreements will occur, nor can we predict the effects that any such changes would have on our business.
  • While there is risk of shorter-term volatility given the inherent nature of the commodity cycle and governmental and geopolitical risks, the Company believes the long-term fundamentals for the U.S. nitrogen fertilizer industry remain intact.
  • In contrast to many of our competitors, we do not have a retail business and therefore are dependent upon others for outlets for our refined products, and we do not have arrangements exceeding a twelve-month period for much of our petroleum output and thus cannot offset losses from refining operations with profits from retail operations and may be less able to withstand periods of depressed refining margins or feedstock shortages.
  • International Trade Commission ultimately voted against imposing import tariffs on UAN from Russia December 31, 2025 | 26 and Trinidad and Tobago and, accordingly, the U.S.
  • Public health crises have had, and may continue to have, adverse impacts on our business, financial condition, results of operations, and liquidity.
  • The largest customer of our Petroleum Segment comprised 12% of its net sales for the year ended December 31, 2025.
  • For the same period, the top two customers of our Nitrogen Fertilizer Segment represented 28% of its net sales, and the Renewables Segment has two customers that each accounted for approximately 50% of its net sales.
  • December 31, 2025 | 27 If licensed technology were no longer available or able to be licensed economically or at all, our business may be adversely affected.
  • Compliance with and changes in environmental laws, rules, and regulations, or to the application of those laws, rules and regulations, including those related to climate change, “energy transition” or renewable fuels, could result in increased operating costs and capital expenditures and changes in demand for the products we produce.
  • 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 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.
  • Agency actions in 2025 signaled a sharpened focus of its Per- and Polyfluoroalkyl Substances (“ PFAS”) regulatory framework.
  • The EPA released plans in April 2025 to combat PFAS contamination, including evaluating ELGs for reduction of PFAS in water discharges, National Primary Drinking Water Regulations (“NPDWR”) for PFAS, adding individual PFAS and PFAS categories to the Toxic Release Inventory, and increasing efforts on air related PFAS information collection and measurement of air emissions.
  • In May 2025, the EPA announced it will retain two PFAS compounds (“PFOS” and “PFOA”) and request to vacate four PFAS compounds of the 2024 NPDWR.
  • The request to vacate the four PFAS compounds was denied in January 2026 by the U.
  • Circuit, and the rules will remain in place as litigation proceeds.
  • In September 2025, after a seven-month abeyance in litigation with industry and environmental groups, the EPA announced it will retain the 2024 designation of two PFAS compounds as “hazardous substances” under CERCLA and defend the rule in ongoing litigation.
  • The EPA plans to finalize its 2024 proposed changes to the RCRA regulations in April 2026 by adding nine PFAS compounds to its list of “hazardous constituents”.
  • Nevertheless, to the extent these PFAS compounds remain designated as hazardous substances or listed as hazardous constituents, the EPA and states have the ability to order remediation of those compounds and cost recovery at clean-up sites.
  • December 31, 2025 | 28 EOs were issued by the White House in 2025 seeking to establish American energy dominance through, among other actions, purported revocation of certain executive and regulatory actions taken under the prior U.S. presidential administration, and other actions such as directives to revise permitting processes, promote domestic mining and energy production and eliminate the “electric vehicle mandate” by ensuring a level regulatory playing field for gasoline-powered automobiles and eliminating subsidies or other incentives for purchasing electric vehicles.
  • It remains unclear the impact on the laws, rules, and regulations applicable to us or on our operations, and we cannot predict future developments related thereto.
  • Examples of unforeseen events and circumstances, which may not be within our control, include: (i) major unplanned maintenance requirements; (ii) catastrophic events caused by mechanical breakdown, electrical injury, pressure vessel rupture, explosion, contamination, fires, or natural disasters, including floods, windstorms, and other similar events; (iii) labor supply shortages or labor difficulties that result in a work stoppage or slowdown; (iv) cessation or suspension of a plant or specific operations dictated by environmental authorities; (v) acts of terrorism, cyberattacks or other deliberate malicious acts; and (vi) an event or incident involving a large clean-up, decontamination, or the imposition of laws and ordinances regulating the cost and schedule of demolition or reconstruction, which can cause significant delays in restoring property to its pre-loss condition.
  • If the supply of commercial insurance is curtailed or if commercial insurance companies decline to underwrite companies in the energy industry, 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 judgment, do not justify such expenditures and instead increase our self-insurance.
  • For example, we could be held strictly liable under CERCLA and similar state statutes for past or future spills without regard to fault or whether our actions were in compliance with the law at the time of the spills, including in connection with contamination associated with our current and former facilities, and facilities to which we transported or arranged for the transportation of wastes or byproducts containing hazardous substances for December 31, 2025 | 29 treatment, storage, or disposal.
  • Regulations concerning the transportation, storage, and handling of hazardous chemicals and materials could result in higher operating costs.
  • For example, the ongoing Russia-Ukraine war and continued conflicts and tensions in the Middle East pose significant geopolitical risks to global markets, with direct implications for the crude oil, fertilizer, and agriculture markets.
  • December 31, 2025 | 30 If events such as severe storms, hurricanes, thunderstorms, tornadoes, floods, extended periods of rain, ice storms, snow, and wildfires become more intense or more frequent, they could have an adverse effect on our continued operations, as well as the operations of our suppliers and customers.
  • The physical effects of adverse weather conditions have the potential to directly affect our operations and result in increased costs related to our operations.
  • We rely upon third parties for certain critical aspects of our businesses; any interruption in the supply of, or failure of third parties to supply us with, feedstocks or utilities or access to certain assets necessary to operate our business could have a material adverse impact on our businesses.
  • We have two agreements for pipeline transportation of natural gas with expiration dates in October 2026 and April 2028.
  • Failure to comply with these requirements may result in significant fines or compliance costs.

and 56 more.

Gone since FY2024

  • Risk Factors Risk Factors The following risks should be considered together with the other information contained in this Report and all of the information set forth in our filings with the SEC.
  • If any of the following risks or uncertainties develops into actual events, our petroleum and/or nitrogen fertilizer businesses, financial conditions, or results of operations could be materially adversely affected.
  • Risks Related to Our Entire Business Our businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.
  • The Market prices for these and other commodities depend upon a wide range of factors beyond our control, including regional and global supply of and demand for crude oil, gasoline, diesel, and other feedstocks and refined products, which supply and demand is subject to volatility based on, among other things, the availability and quantity of imports, the capacity and production levels of U.S. and foreign refineries and suppliers, levels of refined petroleum product inventories and the availability of petroleum alternatives, productivity and growth (or the lack thereof) of U.S. and global economies, U.S. foreign trade policy and relationships with foreign governments, political affairs, and the extent of governmental regulation, including executive orders.
  • December 31, 2024 | 26 Additionally, our Renewables Segment is exposed to fluctuations in the prices of Vegetable oils and other feedstocks and renewable fuels, which are affected by numerous factors, such as Vegetable oil production capacity, system inventory, local and regional market conditions, inflation, and the operating levels of other facilities.
  • 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, and weather conditions, which have a greater relevance because of the seasonal nature of fertilizer application.
  • Supply is affected by available capacity and operating rates, raw material costs, government policies and global trade.
  • We cannot predict future changes in U.S. policy with respect to foreign trade (including the imposition of trade barriers, tariffs on Canadian and other goods, or economic or trade sanctions, from the new administration or otherwise), including whether existing trade policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.
  • In contrast to many of our competitors, we do not have a retail December 31, 2024 | 27 business and therefore are dependent upon others for outlets for our refined products, and we do not have arrangements exceeding a twelve-month period for much of our petroleum output and thus cannot offset losses from refining operations with profits from retail operations and may be less able to withstand periods of depressed refining margins or feedstock shortages.
  • International Trade Commission ultimately voted against imposing import tariffs on UAN from Russia and Trinidad and Tobago and, accordingly, the U.S.
  • December 31, 2024 | 28 Public health crises have had, and may continue to have, adverse impacts on our business, financial condition, results of operations, and liquidity.
  • The largest customer for each of our Petroleum and Nitrogen Fertilizer Segments represented 13% and 14% of their respective net sales for the year ended December 31, 2024, while the Renewables Segment has two customers that each accounted for approximately 50% of its net sales for the same period.
  • If licensed technology were no longer available or able to be licensed economically or at all, our business may be adversely affected.
  • Compliance with and changes in environmental laws, rules, and regulations, including those related to climate change and the ongoing “energy transition”, could result in increased operating costs and capital expenditures and changes in demand for the products we produce.
  • December 31, 2024 | 29 In addition, new environmental laws, rules, and regulations, including as a result of climate change and the ongoing energy transition efforts, new interpretations of existing laws, rules, and regulations, including as a result of the change in U.S. presidential administration, or increased governmental enforcement of laws, rules, and regulations, could require us to make additional unforeseen expenditures.
  • More aggressive efforts by governments and non-governmental organizations to put in place laws requiring or otherwise driving reductions in GHG emissions appear likely and any such future laws and regulations could result in increased compliance costs or additional operating restrictions applicable to our customers and/or us, and any increase in the prices of refined products resulting from such increased costs, GHG cap-and-trade programs or taxes on GHGs, could results in reduced demand for our refined petroleum products.
  • For example, in August 2022, President Biden signed into law the Inflation Reduction Act, which directs the EPA to impose a charge on methane emissions from certain petroleum system facilities and could have an indirect impact on demand for the goods and services of our Petroleum Segment.
  • On January 26, 2024, the EPA issued a proposed rule to implement the methane emissions reduction program.
  • Following a public comment period that ended March 11, 2024, the EPA announced the final rule on November 12, 2024, which took effect on January 17, 2025.
  • Our business could also be impacted by governmental initiatives to incentivize the conservation of energy or the use of alternative energy sources.
  • For example, there have been a number of U.S. federal and state rulemakings encouraging or mandating electric vehicles or alternative fuel vehicles.
  • These initiatives to reduce energy consumption or incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for the products of our Petroleum Segment, and adversely impact our business, financial condition, results of operations and cash flows.
  • In 2024, there was an increased agency interest in polyfluoroalkyl substances or PFAS.
  • Although not yet finalized, in February 2024, the EPA proposed changes to the RCRA regulations by adding nine PFAS compounds to its list of “hazardous constituents.” In April 2024, EPA finalized a rule to designate two PFAS compounds as “hazardous substances” under CERCLA.
  • Industry and environmental groups have challenged the final CERCLA rule in the United States District Court for the District of Columbia, and while that case is still ongoing, in February 2025, the EPA requested that the court hold the case in abeyance for sixty days to allow agency leadership review and the court has not yet ruled on that motion.
  • In addition, in April 2024, the EPA released a memorandum providing direction on the EPA’s enforcement discretion under CERCLA in matters involving PFAS.
  • The EPA’s request to stay the April 2024 PFAS Rule, and the withdrawal of a June 2024 draft proposal (that would likely not apply to us) setting PFAS effluent limits for the chemical manufacturing sector, among other indicators, suggest that the January 2025 change in the presidential administration could impact the EPA’s level of interest in the regulation of PFAS and that PFAS regulation and enforcement will be less of a priority for the EPA in 2025.
  • Nevertheless, to the extent these new PFAS compounds remain designated as hazardous substances, the EPA and states have the ability to order remediation of those compounds and cost recovery at clean-up sites.
  • Under the new Trump Administration the White House issued EO 14154 titled “Unleashing American Energy” that seeks to establish American energy dominance through, among other actions, purported revocation of certain executive and regulatory actions taken under the prior U.S. presidential administration, abolishment of certain offices such as the American Climate Corps and the Interagency Working Group on the Social Cost of Greenhouse Gases and other actions including, for example, directives to revise permitting processes, promote domestic mining and energy production and eliminate the “electric vehicle mandate” by ensuring a level regulatory playing field for gasoline-powered automobiles and eliminating subsidies or other incentives for purchasing electric vehicles (EVs).
  • Also on January 20, 2025, the White House issued EO 14162, “Putting America First in International Environmental Agreements”, directing the United States’ withdrawal from the Paris Agreement under the United Nations Framework Convention on Climate Change.
  • It is unclear the impact the Trump Administration and these EOs and others will have on the laws, rules, and regulations applicable to us or on our operations, and we cannot predict future developments related thereto.
  • Examples of unforeseen events and circumstances, which may not be within our control, include: (i) major unplanned maintenance requirements; (ii) catastrophic events caused by mechanical breakdown, electrical injury, pressure vessel rupture, explosion, December 31, 2024 | 30 contamination, fires, or natural disasters, including floods, windstorms, and other similar events; (iii) labor supply shortages or labor difficulties that result in a work stoppage or slowdown; (iv) cessation or suspension of a plant or specific operations dictated by environmental authorities; (v) acts of terrorism, cyberattacks or other deliberate malicious acts; and (vi) an event or incident involving a large clean-up, decontamination, or the imposition of laws and ordinances regulating the cost and schedule of demolition or reconstruction, which can cause significant delays in restoring property to its pre-loss condition.
  • If the supply of commercial insurance is curtailed or if commercial insurance companies decline to underwrite companies in the energy industry, 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, do not justify such expenditures and instead increase our self-insurance.
  • For example, we could be held strictly liable under CERCLA and similar state statutes for past or future spills without regard to fault or whether our actions were in compliance with the law at the time of the spills, including in connection with contamination associated with our current and former facilities, and facilities to which we transported or arranged for the transportation of wastes or byproducts containing hazardous substances for treatment, storage, or disposal.
  • Remedial activities to address known environmental contamination are underway at three of our facilities, including the Coffeyville Refinery, the now-closed Phillipsburg terminal (which operated as a refinery until 1991), and the Wynnewood Refinery.
  • We also have assumed the previous owner’s responsibilities under certain administrative orders under RCRA related to contamination at or that originated from the Coffeyville Refinery and the Phillipsburg terminal.
  • We continue to work with the applicable governmental authorities to implement remediation of these three sites on a timely basis.
  • As of December 31, 2024, we have established an accrual of approximately $3 million for probable and reasonably estimable obligations associated with environmental matters.
  • December 31, 2024 | 31 Regulations concerning the transportation, storage, and handling of hazardous chemicals and materials could result in higher operating costs.
  • For example, the ongoing Russia-Ukraine war poses significant geopolitical risks to global crude oil, fertilizer, and agriculture markets.

and 68 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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