Carl Icahn Group Keeps 64.1% Of CVR Energy After Sitting Out Share Offering
CVR sold 10,515,248 shares at $47.55 each; Icahn and the co-reporting entities reported no share transactions in the past 60 days.
Carl Icahn and his co-reporting entities held a 64.1% stake in CVR Energy, a petroleum refiner and nitrogen-fertilizer holding company, after the company completed its equity offering Thursday. The group and its affiliates sold none of their shares in that offering, according to an SEC ownership filing made Friday.
New Shares, No Icahn Sales
CVR sold 10,515,248 shares at $47.55 apiece in the completed offering. Barclays Capital and Jefferies represented the underwriters under an agreement signed Tuesday.
The underwriters also received a 30-day option to buy up to 1,577,287 more shares from CVR. Any purchases under that option would add company-issued shares rather than sell down the reporting group's holdings.
The ownership percentage uses 111,045,847 shares outstanding immediately after the offering. Against that enlarged share base, the group reported beneficial ownership of 71,201,875 shares. None of the reporting persons had traded CVR shares during the past 60 days.
A Majority With Shared Voting Power
The co-reporting entities were Icahn Enterprises Holdings and Icahn Enterprises G.P. The reported position carries shared voting authority over all 71,201,875 shares and no sole voting authority; the identical holdings reported for each party are not separate stakes to add together.
American Entertainment Properties and IEP Energy Holding, both indirect wholly owned subsidiaries of Icahn Enterprises Holdings, entered 30-day lock-up agreements Tuesday. Those agreements restrict share sales, subject to customary exceptions.
The 64.1% position remains a majority of CVR's common-stock class. For context, CVR's annual report put ownership by Icahn Enterprises and its affiliates at about 70% as of December 31, 2025.
Refining And Fertilizer Under One Roof
CVR's petroleum operations run refineries in Coffeyville, Kansas, and Wynnewood, Oklahoma, with nameplate crude capacity of 132,000 and 74,500 barrels a day, respectively. They sell gasoline, diesel and jet fuel mainly to retailers, railroads, farm cooperatives and other refiners.
Through its stake in CVR Partners, a publicly traded partnership, CVR also manufactures nitrogen fertilizer. Plants in Kansas and Illinois produce ammonia and urea ammonium nitrate for agricultural and industrial customers.
CVR's renewables unit processed soybean and corn oil into renewable diesel until it returned to hydrocarbon processing in December 2025. The company's market capitalization stood at $4.0 billion at Friday's close.
The completed offering increased CVR's outstanding share base while leaving the Icahn reporting group with majority ownership and shared voting authority.
Sources
- SCHEDULE 13D/A — Carl Icahn re: CVR Energy, Inc. (CVI) — SEC EDGAR
- Carl Icahn’s CVR to Buy Marathon Refineries for $4.2 Billion (3) — news.bloomberglaw.com
- Carl Icahn Buys A $4.2 Billion Slice Of The Refining Profit Surge | Investor's Business Daily — investors.com
- CVR Energy buying two U.S. refineries for $4.2 billion — Axios
- Carl Icahn Nears Massive $4 Billion Energy Deal — Yahoo Finance
- Marathon beats Q3 estimates, sells two refineries to CVR — Bloomberg
