CVR Energy Stock Falls 12% as $4.2 Billion Marathon Refinery Deal and Share Sale Overshadow Record Quarter

Shares of CVR Energy fell about 12% Tuesday after the refiner announced a $4.2 billion deal to buy two refineries from Marathon Petroleum and a $750 million stock offering. The selloff came despite the best quarterly results in the company's history.

The New York Stock Exchange-listed stock, which trades under the ticker CVI, fell $6.55, or 11.71%, to $49.37 in morning trading. Its market value was about $5 billion.

The shares had risen about 7% in premarket trading after the results. They reversed as investors weighed the size of the deal and the dilution from the new stock offering.

Record quarter

CVR Energy, based in Sugar Land, Texas, reported third-quarter net income of $570 million, or $5.67 per share, up from $374 million a year earlier.

Adjusted earnings were $4.00 per share, far above analysts' consensus estimate of about $2.46.

Revenue rose 69% to $3.28 billion. Adjusted EBITDA jumped to $582 million from $180 million a year earlier.

The company said record crack spreads, the difference between the price of crude oil and the fuels refined from it, drove the results. Disruptions linked to conflicts in the Persian Gulf and Russia have taken a significant amount of global refining capacity offline, which has raised margins for refiners elsewhere.

CVR declared a quarterly dividend of 10 cents per share. Its fertilizer business, CVR Partners, declared a distribution of $1.79 per unit.

Marathon deal

CVR agreed to buy Marathon's St. Paul Park refinery in Minnesota and its Mandan refinery in North Dakota, along with a marketing business that supplies up to 590 branded fuel stations. The price is about $4.2 billion plus net working capital.

The deal would raise CVR's crude processing capacity to about 384,000 barrels per day from 207,000.

"We are acquiring 2 well-maintained, highly productive refineries from Marathon," CEO Dane Neumann said.

The company said the acquired business would have raised its EBITDA for the first nine months of 2026 from about $900 million to about $2.0 billion on a pro forma basis.

Financing and dilution

CVR plans to pay for the deal with $2.5 billion in committed secured debt, a $500 million equity commitment from its controlling shareholder, an $800 million equity investment from Trafigura US Holdings, and cash on hand.

The company also announced a $750 million stock offering. CVR is selling $500 million in shares, and a subsidiary of Icahn Enterprises is selling $250 million. CVR will not receive any money from the shares sold by the Icahn subsidiary.

Billionaire investor Carl Icahn controls about 71% of CVR's shares.

The share sale and the added debt appeared to weigh on the stock, along with concerns about buying refineries near what could be a peak in refining margins.

Market reaction

Marathon Petroleum shares rose in early trading. CVR shares had more than doubled this year before Tuesday, and they are up about 53% over the past 52 weeks.

The deal is expected to close by year-end, subject to regulatory approvals.

What to watch

Investors will watch how long high refining margins last, how CVR manages its larger debt load and whether it integrates the new refineries smoothly.