Form 8-K

8-K — CVR PARTNERS, LP

Accession: 0001425292-26-000021

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001425292

SIC: 2870 (AGRICULTURE CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cvi-20260429.htm (Primary)

EX-99.1 (exhibit991-uanq12026earnin.htm)

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8-K

8-K (Primary)

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cvi-20260429

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________

Date of Report (Date of earliest event reported): April 29, 2026

CVR PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware 001-35120 56-2677689

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 207-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of each exchange on which registered

Common units representing limited partner interests UAN New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 29, 2026, CVR Partners, LP (the “Partnership”) issued a press release announcing information regarding its results of operations and financial condition for the three months ended March 31, 2026, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (“Current Report”) and Exhibit 99.1 attached hereto is being “furnished” 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, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Current Report (including Exhibit 99.1) is not intended to, and does not, constitute a determination or admission by the Partnership that the information in this Current Report is material or complete, or that investors should consider this information before making an investment decision with respect to any securities of the Partnership or its affiliates.

Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being “furnished” as part of this Current Report on Form 8-K:

Exhibit

Number

Exhibit Description

99.1

Press Release dated April 29, 2026.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 29, 2026

CVR Partners, LP

By: CVR GP, LLC, its general partner

By: /s/ Dane J. Neumann

Dane J. Neumann

Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

EX-99.1

Filename: exhibit991-uanq12026earnin.htm · Sequence: 2

Document

Exhibit 99.1

CVR Partners Reports First Quarter 2026 Results

•First quarter net income of $50 million, or $4.72 per common unit; EBITDA of $78 million

•Achieved a combined ammonia utilization rate of 103 percent for the first quarter of 2026

•Announced cash distribution of $4.00 per common unit

SUGAR LAND, Texas (April 29, 2026) – CVR Partners, LP (“CVR Partners” or the “Partnership”) (NYSE: UAN), a manufacturer of ammonia and urea ammonium nitrate (“UAN”) solution fertilizer products, today announced net income of $50 million, or $4.72 per common unit, and EBITDA of $78 million on net sales of $180 million for the first quarter of 2026, compared to net income of $27 million, or $2.56 per common unit, and EBITDA of $53 million on net sales of $143 million for the first quarter of 2025.

“We posted strong operating results for the first quarter with a consolidated ammonia utilization rate of 103 percent,” said Mark Pytosh, Chief Executive Officer of CVR Partners. “Nitrogen fertilizer market conditions have been favorable as domestic and global inventories have remained low to start the year, which has been further impacted by the recent geopolitical events in the Middle East and ongoing conflict between Russia and Ukraine.

“The spring planting season has gone well so far this year. While planted corn acres are expected to be down approximately 4 percent from the record levels of 2025, we continue to see strong demand for nitrogen fertilizers,” Pytosh said. “In addition to the solid operating results, CVR Partners was pleased to declare a first quarter distribution of $4.00 per common unit.”

Consolidated Operations

Production at CVR Partners’ fertilizer facilities increased slightly compared to the first quarter of 2025, producing a combined 220,000 tons of ammonia during the first quarter of 2026, of which 70,000 net tons were available for sale, while the rest was upgraded to other fertilizer products, including 335,000 tons of UAN. During the first quarter of 2025, the fertilizer facilities produced a combined 216,000 tons of ammonia, of which 64,000 net tons were available for sale, while the remainder was upgraded to other fertilizer products, including 348,000 tons of UAN.

For the first quarter 2026, average realized gate prices for ammonia and UAN were up 24 percent and 34 percent, respectively, over the prior year to $687 and $343 per ton, respectively. Average realized gate prices for ammonia and UAN were $554 and $256 per ton, respectively, for the first quarter of 2025.

Distributions

CVR Partners also announced that on April 29, 2026, the Board of Directors of the Partnership’s general partner (the “Board”) declared a first quarter 2026 cash distribution of $4.00 per common unit, which will be paid on May 18, 2026, to common unitholders of record as of May 11, 2026.

CVR Partners is a variable distribution master limited partnership. As a result, its distributions, if any, will vary from quarter to quarter due to several factors, including, but not limited to, its operating performance, fluctuations in the prices received for its finished products, maintenance capital expenditures, and use of cash and cash reserves deemed necessary or appropriate by the Board.

First Quarter 2026 Earnings Conference Call

CVR Partners previously announced that it will host its first quarter 2026 Earnings Conference Call on Thursday, April 30, at 11 a.m. Eastern. This Earnings Conference Call may also include discussion of the Partnership’s developments, forward-looking information and other material information about business and financial matters.

The first quarter 2026 Earnings Conference Call will be webcast live and can be accessed on the Investor Relations section of CVR Partners’ website at www.CVRPartners.com. For investors or analysts who want to participate during the call, the dial-in number is (800) 715-9871, conference ID 6969200. A repeat of the call can be accessed for seven days by dialing (800) 770-2030, conference ID 6969200. The webcast will be archived and available on the Investor Relations section of CVR Partners’ website at www.CVRPartners.com.

Qualified Notice

This release serves as a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b). Please note that 100 percent of CVR Partners’ distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, CVR Partners’ distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate.

Forward-Looking Statements

This news release contains forward-looking statements. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: continued safe and reliable operations; impacts of planned and unplanned downtime and turnarounds on our results; drivers of our results; utilization and production rates; supply and demand; pricing of our products; ability to generate free cash flow; distributions, including the timing, payment and amount (if any) thereof; ability to and levels to which we upgrade ammonia to other fertilizer products, including UAN; global fertilizer industry conditions; grain prices; crop inventory levels; farmer economics and planting seasons; direct operating expenses; capital expenditures; turnaround expense and timing; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) impacts of the planting season on our business; CVR Energy, Inc.’s and its controlling stockholder’s intention regarding potential strategic transactions involving the Partnership and ownership of our common units; potential operating hazards; costs of compliance with existing or new laws and regulations and potential liabilities arising therefrom; general economic and business conditions; political disturbances, geopolitical instability and tensions, including those arising from trade policies and tariffs; impacts of plant outages and weather conditions and events; and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Partners disclaims any intention or obligation to update publicly or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

About CVR Partners, LP

Headquartered in Sugar Land, Texas, CVR Partners is a Delaware limited partnership focused on the production, marketing and distribution of nitrogen fertilizer products. It primarily produces urea ammonium nitrate (UAN) and ammonia, which are predominantly used by farmers to improve the yield and quality of their crops. CVR Partners’ Coffeyville, Kansas, nitrogen fertilizer manufacturing facility includes a 1,300 ton-per-day ammonia unit, a 3,100 ton-per-day UAN unit and a dual-train gasifier complex having a capacity of 89 million standard cubic feet per day of hydrogen. CVR Partners’ East Dubuque, Illinois, nitrogen fertilizer manufacturing facility includes a 1,075 ton-per-day ammonia unit and a 950 ton-per-day UAN unit.

Investors and others should note that CVR Partners may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investor Relations page of its website. CVR Partners may use these channels to distribute material information about the Partnership and to communicate important information about the Partnership, corporate initiatives and other matters. Information that CVR Partners posts on its website could be deemed material; therefore, CVR Partners encourages investors, the media, its customers, business partners and others interested in the Partnership to review the information posted on its website.

Contact Information:

Investor Relations

Richard Roberts

(281) 207-3205

InvestorRelations@CVRPartners.com

Media Relations

Brandee Stephens

(281) 207-3516

MediaRelations@CVRPartners.com

Non-GAAP Measures

Our management uses certain non-GAAP measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP measures are important factors in assessing our operating results and profitability and include the measures defined below.

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

EBITDA - Net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.

Adjusted EBITDA - EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.

Available Cash for Distribution - EBITDA for the quarter 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.

We present these measures because we believe they may help investors, analysts, lenders, and ratings agencies analyze our results of operations and liquidity in conjunction with our GAAP results, including, but not limited to, our operating performance as compared to other publicly traded companies in the fertilizer industry, without regard to historical cost basis or financing methods, and our ability to incur and service debt and fund capital expenditures. Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable GAAP financial measures. Refer to the “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.

CVR Partners, LP

(all information in this release is unaudited)

Statement of Operations Data

Three Months Ended

March 31,

(in thousands, except per unit data)

2026 2025

Net sales (1)

$ 180,048 $ 142,866

Operating costs and expenses:

Cost of materials and other 29,426 27,901

Direct operating expenses (exclusive of depreciation and amortization) 63,204 54,486

Depreciation and amortization 19,963 18,041

Cost of sales 112,593 100,428

Selling, general and administrative expenses 9,031 7,889

Loss (gain) on asset disposal 777 (40)

Operating income 57,647 34,589

Other (expense) income:

Interest expense, net (7,848) (7,726)

Other income, net 114 225

Income before income taxes 49,913 27,088

Income taxes — —

Net income $ 49,913 $ 27,088

Basic and diluted earnings per common unit $ 4.72 $ 2.56

Distributions declared per common unit 0.37 1.75

EBITDA*

$ 77,724 $ 52,855

Available Cash for Distribution* 42,244 23,925

Weighted-average common units outstanding:

Basic and Diluted 10,570 10,570

*See “Non-GAAP Reconciliations” section below for a reconciliation of these amounts.

(1) Below are the components of net sales:

Three Months Ended

March 31,

(in thousands) 2026 2025

Components of net sales:

Fertilizer sales $ 166,093 $ 128,613

Other 13,955 14,253

Total net sales $ 180,048 $ 142,866

Selected Balance Sheet Data

(in thousands)

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 128,086 $ 69,243

Working capital (inclusive of cash and cash equivalents) 172,630 117,094

Total assets 1,018,184 969,455

Total debt and finance lease obligation, including current portion 569,815 569,846

Total liabilities 706,441 703,714

Total partners’ capital 311,743 265,741

Selected Cash Flow Data

Three Months Ended

March 31,

(in thousands)

2026 2025

Net cash flow provided by (used in):

Operating activities $ 75,775 $ 55,391

Investing activities (12,835) (5,807)

Financing activities (4,097) (18,666)

Net increase in cash and cash equivalents $ 58,843 $ 30,918

Capital Expenditures

Three Months Ended

March 31,

(in thousands)

2026 2025

Maintenance $ 7,571 $ 3,693

Growth 6,180 2,239

Total capital expenditures $ 13,751 $ 5,932

Key Operating Data

Three Months Ended

March 31,

(percent of capacity utilization) 2026 2025

Ammonia utilization rate (1)

103 % 101 %

(1)Reflects our ammonia utilization rate on a consolidated basis. Utilization is an important measure used by management to assess operational output at each of the Partnership’s facilities. Utilization is calculated as actual tons produced divided by capacity. We present our utilization for the three months ended March 31, 2026 and 2025 and take into account the impact of our current turnaround cycles on any specific period. Additionally, we present utilization solely on ammonia production rather than each nitrogen product as it provides a comparative baseline against industry peers and eliminates the disparity of plant configurations for upgrade of ammonia into other nitrogen products. With our efforts being primarily focused on ammonia upgrade capabilities, this measure provides a meaningful view of how well we operate.

Sales and Production Data

Three Months Ended

March 31,

2026 2025

Consolidated sales volumes (thousand tons):

Ammonia

73 60

UAN

310 336

Consolidated product pricing at gate (dollars per ton): (1)

Ammonia

$ 687 $ 554

UAN

343 256

Consolidated production volume (thousand tons):

Ammonia (gross produced) (2)

220 216

Ammonia (net available for sale) (2)

70 64

UAN

335 348

Feedstock:

Petroleum coke used in production (thousands of tons)

138 131

Petroleum coke used in production (dollars per ton)

$ 33.94 $ 42.43

Natural gas used in production (thousands of MMBtus) (3)

2,115 2,159

Natural gas used in production (dollars per MMBtu) (3)

$ 5.40 $ 4.62

(1)Product pricing at gate represents sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure that is comparable across the fertilizer industry.

(2)Gross tons produced for ammonia represent total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represent ammonia available for sale that was not upgraded into other fertilizer products.

(3)The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in direct operating expense.

Key Market Indicators

Three Months Ended

March 31,

2026 2025

Ammonia — Southern plains (dollars per ton)

$ 729 $ 562

Ammonia — Corn belt (dollars per ton)

771 618

UAN — Corn belt (dollars per ton)

410 324

Natural gas NYMEX (dollars per MMBtu)

$ 4.74 $ 3.87

Q2 2026 Outlook

The table below summarizes our outlook for certain operational statistics and financial information for the second quarter of 2026. See “Forward-Looking Statements” above.

Q2 2026

Low High

Ammonia utilization rate 95 % 100 %

Direct operating expenses (in millions) (1)

$ 57 $ 62

Total capital expenditures (in millions) (2)

$ 28 $ 32

(1)Direct operating expenses are shown exclusive of depreciation and amortization, turnaround expenses, and impacts of inventory adjustments.

(2)Capital expenditures are disclosed on an accrual basis.

Non-GAAP Reconciliations

Reconciliation of Net Income to EBITDA, Adjusted EBITDA, and Available Cash for Distribution

Three Months Ended

March 31,

(in thousands) 2026 2025

Net income $ 49,913 $ 27,088

Interest expense, net 7,848 7,726

Depreciation and amortization 19,963 18,041

EBITDA and Adjusted EBITDA 77,724 52,855

Adjustments (Reserves)/Releases:

Accrued interest expense (excluding capitalized interest) (9,111) (8,959)

Future operating needs (1)

(10,000) (8,000)

Capital expenditures (2)

(17,796) (11,593)

Turnaround expenditures, net (3)

(1,204) (2,822)

Equity method investment (4)

2,631 2,444

Available cash for distribution (5)

$ 42,244 $ 23,925

Common units outstanding 10,570 10,570

(1)Amount consists of reserves established by management and approved by the Board for potential future cash needs related to nitrogen fertilizer seasonality, feedstock price volatility, and any known operating events.

(2)Amount consists of maintenance capital expenditures, including additional reserves for future profit and growth projects, net of any releases of previously reserved funds, of $10.2 million and $7.9 million for the three months ended March 31, 2026 and 2025, respectively.

(3)Amount consists of reserves for periodic, planned turnarounds, net of expenditures incurred in the period.

(4)Amount consists of distributions received by the Partnership adjusted for the amortization of deferred revenue related to the 45Q transaction.

(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 per common unit related to the fourth quarter of 2025 and declared a cash distribution of $4.00 per common unit related to the first quarter of 2026 to be paid in May 2026.

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Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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