CVR Energy, Inc. filed a current report on Form 8-K on November 3, 2026, providing audited and unaudited financial statements for the Marathon Petroleum Corporation refining business it has agreed to acquire, along with pro forma combined financial information, for incorporation by reference into future regulatory filings.

Key Highlights

  • Acquisition target: CVR Energy has entered into a definitive agreement to acquire Marathon's Saint Paul Park, Minnesota and Mandan, North Dakota refineries, along with Marathon's related marketing business.
  • Audited financials filed: Combined financial statements of The Mandan and Saint Paul Park Refining Business of Marathon Petroleum Corporation for the years ended December 31, 2025 and 2024, audited by PricewaterhouseCoopers LLP, dated September 14, 2026, are included as Exhibit 99.1.
  • Interim financials filed: Unaudited condensed combined financial statements as of September 30, 2026 and for the nine months ended September 30, 2026 and 2025 are included as Exhibit 99.2.
  • Pro forma information filed: Unaudited pro forma condensed combined financial information of CVR Energy giving effect to the acquisition and related financing transactions, as of September 30, 2026 and for periods ending December 31, 2025 and September 30, 2026 and 2025, is included as Exhibit 99.3.
  • Acquisition not yet complete: According to the filing, the acquisition "has not yet been consummated and remains subject to the satisfaction or waiver of certain closing conditions," including receipt of required regulatory approvals.
  • PwC consent included: The consent of PricewaterhouseCoopers LLP is filed as Exhibit 23.1.

CVR Energy Submits Marathon Refinery Business Financial Statements Ahead of Planned Closing

CVR Energy, Inc. (NYSE:CVI) filed this Form 8-K on November 3, 2026, as a companion to a previously filed current report of the same date in which the company disclosed it had entered into a definitive agreement to acquire two refineries from subsidiaries and affiliates of Marathon Petroleum Corporation. The refinery locations are Saint Paul Park, Minnesota and Mandan, North Dakota, and the transaction also covers Marathon's related marketing business, according to the filing.

The primary purpose of this filing, as the company disclosed, is to provide financial documents intended for incorporation by reference into one or more future regulatory filings. The audited combined financial statements cover balance sheets as of December 31, 2025 and 2024, and related statements of income (loss), cash flows, and changes in net parent investment for those years, with an independent auditor's report from PricewaterhouseCoopers LLP dated September 14, 2026. The unaudited condensed combined statements extend that picture through September 30, 2026, covering nine-month periods for both 2026 and 2025.

The filing also includes unaudited pro forma condensed combined financial information for CVR Energy itself, reflecting the acquisition and related financing transactions. The company stated in the filing that this pro forma information "is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been achieved had the Acquisition and the related financing transactions occurred on the dates indicated or of the Company's future financial position or results of operations." The filing added that "no assurance can be given that the Acquisition or the related financing transactions will be consummated on the terms contemplated or at all." The report was signed by Richard J. Roberts, Jr., Interim Chief Financial Officer, Vice President - Financial Planning and Analysis and Investor Relations.

What Was Disclosed

CVR Energy filed financial statements and pro forma information related to its planned acquisition of two Marathon Petroleum refineries in Minnesota and North Dakota. The documents are intended for incorporation by reference into future regulatory filings, and the acquisition remains subject to regulatory and other closing conditions.