SCHEDULE 13D/A: Carl Icahn's Entities Solidify Control of CVR Energy with Increased 68.7% Stake

Icahn Enterprises Holdings L.P. and its affiliates, led by Carl C. Icahn, have further increased their beneficial ownership in CVR Energy Inc. to 68.7% through recent open market purchases.

Summary

• Icahn Enterprises Holdings L.P., along with its general partner Icahn Enterprises G.P. Inc. and Carl C. Icahn, collectively beneficially own 69,107,178 shares of CVR Energy Inc. common stock.
• This ownership represents 68.7% of CVR Energy's outstanding shares, calculated based on 100,530,599 shares outstanding as of February 14, 2025, as reported in the Issuer's Annual Report on Form 10-K.
• Over the past 60 days, American Entertainment Properties Corp., an affiliate of the reporting persons, purchased a total of 1,536,385 shares in the open market.
• These purchases occurred between February 28, 2025, and April 7, 2025, with prices ranging from $16.11 to $18.25 per share.
• The share acquisitions included transactions executed pursuant to a previously announced Rule 10b5-1 trading plan.

Sentiment

Score: 7

Explanation: The increased stake by a major activist investor like Carl Icahn, especially through open market purchases, generally signals confidence in the company's valuation and future prospects from the investor's perspective. While not a direct endorsement of operational performance, it suggests a belief in long-term value.

Positives

• The increased stake by a prominent activist investor like Carl Icahn may signal strong confidence in CVR Energy's long-term value and strategic direction.
• Consistent open market purchases suggest that the controlling shareholder believes the shares are undervalued at current market prices.

Future Outlook

The document does not provide specific forward-looking statements or guidance regarding CVR Energy's future operational or financial performance, as it is an ownership disclosure filing.

Management Comments

• Ted Papapostolou, Chief Financial Officer and Secretary of Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc., certified the information set forth in the statement.
• Carl C. Icahn also certified the information set forth in the statement.

Industry Context

This filing indicates a continued strong conviction by Carl Icahn, a prominent activist investor, in CVR Energy, a company primarily involved in petroleum refining and nitrogen fertilizer manufacturing. His increased stake reinforces his long-standing control and strategic influence over the company, which is a common characteristic of companies where Icahn holds a majority or significant controlling interest. This move suggests a belief in the underlying value of CVR Energy's assets within the energy and chemicals sectors.

Comparison to Industry Standards

• This Schedule 13D filing is an ownership disclosure and does not contain operational or financial results that can be directly compared to industry benchmarks or specific comparable companies.
• The increased stake by Carl Icahn is consistent with his typical investment strategy of taking significant, often controlling, positions in companies he believes are undervalued or require strategic changes. This is a common approach for activist investors, but specific comparisons to other refining or fertilizer companies' performance are not applicable here.

Related Party Transactions

• The purchases of shares were made by American Entertainment Properties Corp., an affiliate of the reporting persons, including purchases pursuant to a Rule 10b5-1 trading plan.

Stakeholder Impact

• Shareholders: The increased stake by a controlling shareholder like Carl Icahn could lead to greater stability or potential strategic shifts, but also limits the influence of minority shareholders.
• Employees, Customers, Suppliers, Creditors: No direct impact is immediately discernible from this ownership filing, as it primarily concerns shareholding structure.

Next Steps

• The document does not explicitly state future actions or milestones for CVR Energy. However, continued open market purchases under a Rule 10b5-1 plan suggest ongoing acquisition activity by the reporting persons.

Key Dates

Recommendation

Keywords

CVR Energy Inc., Icahn Enterprises, Carl Icahn, Schedule 13D, Beneficial Ownership, Share Purchases, Activist Investor, Refining, Fertilizer, Stock Acquisition