Who Owns CITGO? Venezuela, the $5.9 Billion Sale and What Happens Next (2026)
CITGO is still owned by Venezuela, through PDVSA, but not for long if its sale goes through. In November 2025 a federal judge in Delaware approved the sale of CITGO’s parent company, PDV Holding, to Amber Energy, an affiliate of the Elliott hedge fund, for about $5.9 billion. As of early November 2026 the sale has not closed: it still needs a license from the U.S. Treasury, and it is under appeal. CITGO, headquartered in Houston, runs three U.S. refineries and keeps operating under its own name. Data as of November 2, 2026.
CITGO at a glance
| Owner today | PDV Holding, a Venezuelan state (PDVSA) company |
| Buyer approved | Amber Energy (Elliott affiliate), about $5.9 billion |
| Headquarters | Houston, Texas |
| Refineries | Lake Charles (LA), Corpus Christi (TX), Lemont (IL) |
| Crude capacity | about 824,000 barrels a day (EIA) |
| Employees | about 3,300 |
| Terminals and stations | 43 terminals; about 4,000 independently owned retail outlets |
Employees, terminals and stations are from Reuters reporting carried by Hydrocarbon Processing (December 2025). CITGO’s website calls it the fifth-largest independent refiner in the U.S.; Reuters calls it the seventh-largest U.S. refiner. The sources do not explain the difference.
Is CITGO owned by Venezuela?
Yes. Venezuela’s PDVSA bought half of CITGO in 1986 and the rest in 1990, according to Wikipedia. The company traces back to Cities Service, which used the CITGO name from 1965, and was bought by Southland (later 7-Eleven) in 1983.
The ownership is now frozen in practice. After the U.S. recognized Juan Guaidó in January 2019 and sanctioned PDVSA, CITGO ran under an opposition-appointed board. A Delaware court then ran an auction of its parent’s shares to pay Venezuela’s creditors.
CITGO’s three refineries
| Refinery | State | Crude capacity (b/cd) |
|---|---|---|
| Lake Charles | Louisiana | 471,200 |
| Corpus Christi | Texas | 165,000 |
| Lemont | Illinois | 188,023 |
Atmospheric crude distillation capacity in barrels per calendar day as of January 1, 2026, from the EIA’s refinery capacity report (Lemont is listed under PDV Midwest Refining LLC). Together they add up to about 824,000 barrels a day; Reuters gave 829,000. They were built to process heavy crude, the kind Venezuela produces. More on that in Venezuela’s oil and U.S. gas prices.
Why is CITGO being sold?
Because Venezuela owes a lot of money and CITGO is its biggest asset abroad. According to Pipeline & Gas Journal, 15 creditors are pursuing nearly $19 billion in U.S. court judgments. The largest claimant is ConocoPhillips, which holds an $8.37 billion award for its 2007 expropriation in Venezuela; the World Bank’s arbitration body rejected Venezuela’s attempt to annul it, per Reuters (January 2025).
A second claim comes from bondholders. The holders of PDVSA’s 2020 8.5% bond have CITGO shares as collateral, according to OFAC, and the bond is in default (Pipeline & Gas Journal). Wikipedia puts the pledge at 50.1% of CITGO’s equity.
On November 25, 2025, Judge Leonard Stark approved Amber Energy’s bid. It was not the highest on paper: it included $2.1 billion for holders of the defaulted bond, and an earlier conditional offer from Amber had been $7.3 billion, per Pipeline & Gas Journal. A court adviser, Evercore, valued CITGO at about $13 billion; Venezuela says it is worth more than $18 billion, per Hydrocarbon Processing. Both Nicolás Maduro’s government and the Venezuelan opposition opposed the auction.
Where the sale stands in November 2026
- It has not closed. Amber still needs approval from the Treasury’s Office of Foreign Assets Control (OFAC), per Pipeline & Gas Journal.
- OFAC has put a lock on CITGO’s control. On September 14, 2026, OFAC issued General License 52C, which authorizes U.S. oil business with PDVSA but expressly does not authorize transactions that transfer equity in PDV Holding, CITGO Holding or CITGO Petroleum, or that change their governance, including appointing or removing directors or officers (FAQ 1245). That means a new board named by Caracas has no effect without a license.
- November 5, 2026 is a date to watch. On September 16 OFAC issued General License 5Z, which delays until November 5, 2026 the date when the authorization in General License 5 takes effect. That license would let holders of the 2020 bond enforce their rights over the CITGO shares. OFAC says it has delayed it multiple times since 2019 (FAQ 595). Until then, such transactions are prohibited unless OFAC specifically authorizes them. Whether it takes effect or is delayed again is OFAC’s decision, and I could not find it announced.
- The Second Circuit upheld the 2020 bonds (October 27). According to the lawyer José Ignacio Hernández and Venezuelan media collected by Rio Times, the New York appeals court rejected the appeal of three PDVSA units and left in place Judge Failla’s September 2025 ruling: the 2020 bonds and the pledge of 50.1% of CITGO Holding are valid under Venezuelan law. It does not let the collateral be enforced yet: sanctions still limit it, and License 5Z only opens those transactions from November 5. I could not read the ruling; the date and content come from those sources.
- Appeal. According to Discovery Alert, which cites Reuters, the Third Circuit Court of Appeals heard challenges to the sale on October 21, 2026. PDVSA’s lawyer said the “real PdV” was moving to name new boards, and the Justice Department had told the court on October 13 that it had no views to express. No ruling date had been announced as of that report, which I could not confirm with a second source.
What does Amber Energy plan for CITGO?
According to Reuters sources quoted by Hydrocarbon Processing, Amber plans to keep CITGO’s refineries, terminals and related assets, and CITGO will keep operating under its name. Gregory Goff, a former Andeavor CEO, would become CEO. Discovery Alert reports Amber has proposed about $11 billion of refinery investment, contingent on closing. That figure comes from one secondary report and I could not confirm it elsewhere.
CITGO’s finances: profit fell to $305 million in 2024 from $2 billion in 2023, and liquidity was $2.75 billion at the end of the third quarter of 2025, per the same Reuters-sourced report.
What it means for drivers
Nothing changes at the pump for now. About 4,000 CITGO-branded stations are independently owned, and the company says it will keep operating as CITGO after any sale. I did not find a source that links the sale to gasoline prices.
What is not known
- Whether OFAC will let the sale close, and when. Amber’s offer has a deadline, which Discovery Alert puts in April; I could not confirm it.
- What the Third Circuit will decide, and when.
- Whether OFAC lets the November 5 authorization take effect or delays it again.
- The real value of CITGO. Estimates run from $5.9 billion (the sale price) to more than $18 billion (Venezuela).
- How much of the sale price Venezuela’s other creditors will see. Pipeline & Gas Journal says many who opposed the bid will recover little, while ConocoPhillips, Crystallex and Rusoro are expected to recover billions.
More on Venezuela’s oil: Venezuela’s debt and bonds, PDVSA explained, Venezuela oil stocks and companies with exposure and the companies that operate in Venezuela.
The sanctions framework: Venezuela sanctions.