Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., and Carl C. Icahn filed Amendment No. 40 to their Schedule 13D on November 3, 2026, disclosing a continued 70.8% beneficial ownership stake in CVR Energy, Inc. (NYSE:CVI) and reporting the issuer's November 2, 2026 agreement to acquire two Marathon Petroleum refineries for $4.2 billion.

Key Highlights

  • Shared beneficial ownership: Each of the three reporting persons holds shared voting and dispositive power over 71,201,875 shares, representing 70.8% of CVR Energy's common stock.
  • Refinery acquisition: CVR Energy entered into an Equity and Asset Purchase Agreement on November 2, 2026 with Marathon Petroleum Company LP to acquire the St. Paul Park, Minnesota and Mandan, North Dakota refineries and related assets for an aggregate base cash purchase price of $4.2 billion.
  • Icahn affiliate equity commitment: American Entertainment Properties Corp., an indirect wholly-owned subsidiary of Icahn Enterprises Holdings L.P., agreed to purchase up to $500 million of CVR Energy Series A-2 non-voting mandatory convertible preferred stock at $53.37 per share.
  • Preferred stock conversion: The Series A-2 preferred stock will be convertible into common shares on a one-for-one basis and will automatically convert following satisfaction of specified conditions, including NYSE stockholder approval requirements.
  • Commitment fee: CVR Energy agreed to pay AEP a non-refundable commitment fee of 1.00% of the aggregate commitment under the IEP Subscription Agreement, payable upon execution.
  • No financing condition: According to the filing, the acquisition "is not subject to a financing condition."
  • Automatic reduction provision: The IEP Equity Investment amount will be automatically and permanently reduced, on a dollar-for-dollar basis, by aggregate gross cash proceeds CVR Energy receives from public share offerings completed after the subscription agreement date and before the equity investment closing.

Icahn Group Discloses CVR Energy Acquisition of Marathon Refineries and Linked Preferred Stock Commitment

The three reporting persons, Icahn Enterprises Holdings L.P. (a Delaware limited partnership), Icahn Enterprises G.P. Inc. (a Delaware corporation), and Carl C. Icahn (a United States individual), each report shared voting power and shared dispositive power over 71,201,875 shares of CVR Energy common stock, with no sole voting or dispositive power, according to the filing. The amendment updates the Schedule 13D originally filed on January 13, 2012, with this being the 40th amendment.

The triggering event, dated November 2, 2026, was CVR Energy's entry into an Equity and Asset Purchase Agreement with Marathon Petroleum Company LP and certain affiliated sellers. Under that agreement, CVR Energy agreed to acquire 100% of the outstanding membership interests of St. Paul Park Refining Co. LLC, 17% of the outstanding common interests of Minnesota Pipe Line Company, LLC, 17% of the outstanding common stock of MPL Investments, Inc., and certain other assets including the Mandan refinery and related logistics assets, for an aggregate base cash purchase price of $4.2 billion, subject to customary closing adjustments. The acquisition is conditional upon, among other things, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the absence of legal prohibitions, and receipt of written approval for transfer of the Mandan refinery's hazardous waste permit from the North Dakota Department of Environmental Quality.

In connection with the acquisition, American Entertainment Properties Corp. entered into a subscription agreement with CVR Energy to purchase up to $500 million of Series A-2 non-voting mandatory convertible preferred stock at $53.37 per share, the same price being paid by a commercial counterparty in a concurrent private placement. The filing states that the proceeds of the equity investment, "if needed, will be used solely to fund a portion of the consideration for the Acquisition." The IEP Subscription Agreement will terminate upon, among other circumstances, termination of the Purchase Agreement or receipt by CVR Energy of at least $500 million in aggregate gross cash proceeds from qualifying public share offerings. The terms of the IEP Equity Investment and related agreements were described as having been approved by CVR Energy's board upon the recommendation of a special committee.

What Was Disclosed

The Icahn reporting group filed Amendment No. 40 to their Schedule 13D to disclose CVR Energy's $4.2 billion agreement to acquire two Marathon Petroleum refineries and a related commitment by an Icahn affiliate to invest up to $500 million in CVR Energy convertible preferred stock at $53.37 per share.