DEF 14A of CVR Energy Inc, Apr 21, 2026

DEF 14A of CVR Energy Inc

Filed Apr 21, 2026 · FY20250001376139-26-000022

Open on EDGAR

  1. Board Composition

    Board Composition Our Board is currently comprised of four directors affirmatively determined by the Board to be independent directors under the rules and regulations of the NYSE and the SEC (Jaffrey A. Firestone, Stephen Mongillo, Mark J. Smith, and Julia Heidenreich Voliva), one employee director (Mark A. Pytosh, our President and Chief Executive Officer (“CEO”) who joined the Board effective January 1, 2026), one former employee director (David L. Lamp, who served as our President and Chief Executive Officer until his retirement on December 31, 2025), and four non-management directors who are also employees of IEP or its affiliates (Dustin DeMaria, Robert E. Flint, Brett Icahn, and Colin Kwak). During 2025, Ted Papapostolou, who is an employee of IEP, served on the Board until his resignation for personal reasons on March 31, 2025. None of our director nominees currently have any family relationship with any other director or any executive officer. The table below sets forth the names and ages of each of the nominees for our Board (each of whom is an existing director) and the month and year they first joined our Board.

  2. Board Composition

    | Name | Age | Position | Joined Board | | Robert E. Flint | 48 | Director and Chairperson of the Board | March 2025 | | Dustin DeMaria | 36 | Director | March 2024 | | Jaffrey (Jay) A. Firestone | 69 | Director | April 2020 | | Brett Icahn | 46 | Director | August 2025 | | Colin Kwak | 50 | Director | March 2025 | | David L. Lamp | 68 | Director | January 2018 | | Stephen Mongillo | 64 | Director | May 2012 | | Mark A. Pytosh | 61 | Director, President and CEO | January 2026 | | Mark J. Smith | 67 | Director | March 2024 | | Julia Heidenreich Voliva | 49 | Director | May 2024 |

  3. Board Composition

    Detailed descriptions of the backgrounds, experience, and qualifications of our directors can be found in “Proposal 1” (Elect Ten Director Nominees). As required by our Corporate Governance Guidelines, the Board periodically evaluates the composition of the Board, including the skill sets, diversity, leadership qualities, background, and experience of its directors. The Board believes its current structure and composition is best for the Company and its stockholders at this time.

  4. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  5. Director Compensation Program

    Director Compensation Program The Board, upon the recommendation of the Compensation Committee, determines the annual retainers and other compensation for our directors who are not officers or employees of CVR Energy or its affiliates (including IEP) (“Non-Employee Directors”).

  6. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth the compensation earned by each Non-Employee Director for the year ended December 31, 2025:

  7. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) | All Other Compensation | Total | | Jaffrey (Jay) A. Firestone (2) | $54,255 | $— | $54,255 | | Stephen Mongillo | 57,000 | — | 57,000 | | Mark J. Smith | 55,000 | — | 55,000 | | Julia Heidenreich Voliva | 56,000 | — | 56,000 |

  8. 2025 Director Compensation Table

    (1)Amounts reflected in this column represent the retainer fees for services as a director, including those associated with committee membership and service in chair positions. (2)Mr. Firestone’s fees were paid in the Canadian dollar equivalent of $54,255 USD based on the Bank of Canada rate for the day prior to entering each installment transaction in the payment system.

  9. ELECT TEN DIRECTOR NOMINEES

    ELECT TEN DIRECTOR NOMINEES

  10. ELECT TEN DIRECTOR NOMINEES

    | THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING DIRECTOR NOMINEES: | | | | | | | | | Robert E. Flint | | Dustin DeMaria | | Jaffrey A. Firestone | | | Brett Icahn | | Colin Kwak | | David L. Lamp | | Stephen Mongillo | | | Mark A. Pytosh | | Mark J. Smith | | Julia Heidenreich Voliva | |

  11. ELECT TEN DIRECTOR NOMINEES

    Our Board oversees the management of our business and has fixed the number of directors on the Board at ten. Directors are elected annually at our Annual Meeting. Our current directors, Messrs. Flint, DeMaria, Firestone, Icahn, Kwak, Lamp, Mongillo, Pytosh, and Smith and Ms. Heidenreich Voliva (collectively, the “Director Nominees” and individually a “Director Nominee”), stand for election at this 2026 Annual Meeting, to serve on our Board until the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified.

  12. Recommendation of the Board

    Recommendation of the Board Our Board recommends that stockholders vote “FOR ALL” Director Nominees. Each Director Nominee has indicated his or her willingness to serve as a director, if elected. If for any reason any of the Director Nominees should become unable to serve as a director prior to the Annual Meeting, the proxy holders may vote for the election of a substitute nominee designated by the Board, or the Board may reduce its size. The Director Nominees for this year’s election bring valuable diversity to the Board in terms of industries represented, experience, and tenure, factors which we consider holistically when evaluating Board composition. The Board believes each director who has been nominated is qualified to serve as a director due to the experience summarized below in the Director Nominee Skills and Experience Matrix and their biographies that follow, among other experience. The key skills identified below are those that the Board has determined to be important in light of Company’s business and strategic goals.

  13. Recommendation of the Board

    | Director Nominee Skills and Experience Matrix | | | | | | | | | | | | Key Skills / Experience | Flint | DeMaria | Firestone | Icahn | Kwak | Lamp | Mongillo | Pytosh | Smith | Heidenreich Voliva | | Public Company | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Executive Leadership | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance & Accounting | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | | Legal / Regulatory / Compliance | ✓ | | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Human Resources / Executive Compensation | ✓ | | ✓ | ✓ | | ✓ | | ✓ | ✓ | | | Risk Management | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | Industry / Operations | | | | ✓ | | ✓ | | ✓ | ✓ | ✓ | | Information Technology / Cybersecurity | ✓ | ✓ | | ✓ | | | | ✓ | ✓ | | | Sustainability / EH&S | | | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ |

  14. Recommendation of the Board

    Our Director Nominees have a wide range of additional skills and experience not mentioned above, which they will bring to their role as directors. Additionally, the lack of a checkmark for a particular skill does not mean that the Director Nominee does not possess that skill or experience, and instead the presence of a checkmark indicates that the skill is a core competency of that Director Nominee. The skills and experiences of our Director Nominees are further described in their biographies on the following pages.

  15. DIRECTOR NOMINEES:1

    DIRECTOR NOMINEES:1

  16. DIRECTOR NOMINEES:1

    | Robert E. Flint | | | | Director, Chairperson of the Board | | | | Age: 48 | Key Skills and Expertise: | | | Director since: 2025 | ✓ Public Company ✓ Executive Leadership ✓ Finance & Accounting ✓ Legal/Regulatory/Compliance | ✓ Human Resources/Executive Compensation ✓ Risk Management ✓ Information Technology/Cybersecurity | | | Career Highlights: | | | Board Committees: Special | ❖ Icahn Enterprises L.P., Chief Accounting Officer (since 2024); Director of Accounting (2021 - 2023); Chief Audit Executive (2020 - 2021) ❖ Experience in corporate finance and accounting, investor relations, risk management, and service in board and key leadership roles with both public and private entities. | | | | Other Public Company Directorships (current): CVR Partners, LP (since October 2025); Viskase Companies, Inc. (since March 2025) | | | | Other Professional Experience and Community Involvement: Director, Atlantic Coast Entertainment Holdings LLC and New Seabury Homes LLC (since March 2025); Director, Icahn Automotive Group LLC (since October 2024); Director for Vivus LLC, WestPoint Home LLC, IE HCR LLC and the Pep Boys-Manny, Moe & Jack Holding Corp. (since July 2024); AEP PLC LLC (since June 2024); Director, 767 Auto Leasing LLC (since February 2024); Director, New Seabury Resources Management, Inc. (since June 2022) | | | | Education: University of Dayton School of Business Administration, B.S. in Accounting and Finance | |

  17. DIRECTOR NOMINEES:1

    | Dustin DeMaria | | | | Director | | | | Age: 36 | Key Skills and Expertise: | | | Director since: 2024 | ✓ Public Company ✓ Finance & Accounting | ✓ Information Technology/Cybersecurity | | | Career Highlights: | | | Board Committees: Compensation, Chair EH&S | ❖ Icahn Enterprises L.P., Financial Analyst (since 2022) | | | | ❖ Moelis & Company, Investment Banking Associate (2019 - 2021) | | | | Other Public Company Directorships (current): Centuri Holdings, Inc. (since November 2025); Viskase Companies, Inc. (since 2023) | | | | Other Professional Experience and Community Involvement: Expertise in management roles in the finance and investment banking industry; Director, Zipari, Inc. (2021 - 2022) | | | | Education: Roanoke College, B.B.A.; Cornell University, MBA | |

  18. DIRECTOR NOMINEES:1

    1 Each of AEP PLC LLC, Atlantic Coast Entertainment Holdings LLC, CVR Partners, CVR Refining, LP, IE HCR LLC, IEP, Icahn Automotive Group LLC, New Seabury Homes LLC, New Seabury Resources Management, Inc.,The Pep Boys-Manny, Moe & Jack Holding Corp., Viskase Companies, Inc., Vivus LLC, Voltari Corporation, Westpoint Home LLC, and 767 Auto Leasing LLC are or previously were indirectly controlled by Mr. Carl C. Icahn. Mr. Icahn also has or had a non-controlling interest in Bausch + Lomb Corporation, Bausch Health Corporation, Centuri Holdings, Inc., Dana Inc., Enzon Pharmaceuticals, Inc., International Flavors & Fragrances, Inc., Newell Brands, Inc. and Sandridge Energy, Inc.

  19. DIRECTOR NOMINEES:1

    | Jaffrey (Jay) A. Firestone | | | | Independent Director | | | | Age: 69 | Key Skills and Expertise: | | | Director since: 2020 | ✓ Public Company ✓ Executive Leadership ✓ Finance & Accounting | ✓ Human Resources/Executive Compensation ✓ Risk Management ✓ Sustainability/EH&S | | | Career Highlights: | | | Board Committees: Audit Compensation EH&S | ❖ Prodigy Pictures, Inc., Chairman and Chief Executive Officer (since 2006) | | | | Other Public Company Directorships (current): Enzon Pharmaceuticals, Inc. (since 2022); Sandridge Energy, Inc. (since 2021) | | | | Other Public Company Directorships (within past 5 years): Voltari Corporation (2011 - 2019) | | | | Other Professional Experience and Community Involvement: Experience in financial reporting and service on other boards; Former Director, The Academy of Canadian Cinema and Television; Former Director, The Academy of Television Arts and Sciences International Council | | | | Education: McMasters University, Bachelor of Commerce | |

  20. DIRECTOR NOMINEES:1

    | Brett Icahn | | | | Director | | | | Age: 46 | Key Skills and Expertise: | | | Director since: 2025 | ✓ Public Company ✓ Executive Leadership ✓ Finance & Accounting ✓ Legal/Regulatory/Compliance ✓ Human Resources/Executive Compensation | ✓ Risk Management ✓ Industry/Operations ✓ Information Technology/Cybersecurity ✓ Sustainability/EH&S | | | Career Highlights: | | | | ❖ Icahn Capital LP, Portfolio Manager (since 2020) | | | | ❖ Icahn Enterprises L.P., investment consultant | | | | Other Public Company Directorships (current): International Flavors & Fragrances Inc. (since October 2025); Sandridge Energy, Inc. (since July 2025) | | | | Other Public Company Directorships (within past 5 years): Icahn Enterprises L.P. (2020 - August 2025); Bausch + Lomb Corporation (2022 - Ausgust 2025); Bausch Health Corp. (2021 - August 2025); Dana Inc. (January 2025 - June 2025 and 2022 - 2023); Newell Brands, Inc. (2018 - 2023) | | | | Education: Princeton University, B.A. | |

  21. DIRECTOR NOMINEES:1

    | Colin Kwak | | | | Director | | | | Age: 50 | Key Skills and Expertise: | | | Director since: 2025 | ✓ Public Company ✓ Finance & Accounting | ✓ Legal/Regulatory/Compliance | | | Career Highlights: | | | Board Committees: Compensation Governance | ❖ Icahn Capital LP, Head Trader (since 2022) | | | | ❖ Gruss Capital Management LP, various roles including Head of Trading (2000 - 2018) | | | | Other Public Company Directorships (current): Viskase Companies, Inc. (since March 2025) | | | | Other Professional Experience and Community Involvement: Twenty-five years of experience in trading and accounting practices | | | | Education: University of North Carolina Wilmington, B.A.; Miami School of Law, JD | |

  22. DIRECTOR NOMINEES:1

    | David L. Lamp | | | | Director | | | | Age: 68 | Key Skills and Expertise: | | | Director since: 2018 | ✓ Public Company ✓ Executive Leadership ✓ Legal/Regulatory/Compliance ✓ Human Resources/Executive Compensation | ✓ Risk Management ✓ Industry/Operations ✓ Sustainability/EH&S | | | Career Highlights: | | | | ❖ CVR Energy, Inc., President and CEO (2017 to December 2025) | | | | ❖ Executive Chairman (2017 to December 2025) and Chairman of the Board of Directors (2018 - 2023) of the general partner of CVR Partners, LP | | | | ❖ Over forty years of technical, commercial and operational experience in the refining and chemical industries, including with Western Refining, Inc. (“WNR”), Northern Tier Energy LP (“NTI”), and HollyFrontier Corporation | | | | Other Public Company Directorships (current): CVR Partners, LP (since 2018) | | | | Education: Michigan State University, B.S. Chemical Engineering | |

  23. DIRECTOR NOMINEES:1

    | Stephen Mongillo | | | | Independent Director | | | | Age: 64 | Key Skills and Expertise: | | | Director since: 2012 | ✓ Public Company ✓ Executive Leadership | ✓ Finance & Accounting ✓ Risk Management | | | Career Highlights: | | | Board Committees: Audit, Chair Governance Special | ❖ AMPF, Inc., Chairman and Chief Executive Officer (since 2012) | | | | ❖ Over twenty-five years of experience in the financial industry and strong understanding of the complex business and financial issues encountered by large, complex companies | | | | Other Public Company Directorships (within past 5 years): Icahn Enterprises L.P. (2020 to October 2025) | | | | Other Professional Experience and Community Involvement: Equity Member, Manufactured Housing Partners LLC (since 2022); Managing Partner, Elkmont Capital (since 2011) | | | | Education: Trinity College, B.A.; Dartmouth College, MBA | |

  24. DIRECTOR NOMINEES:1

    | Mark A. Pytosh | | | | Director, President and Chief Executive Officer | | | | Age: 61 | Key Skills and Expertise: | | | Director since: 2026 | ✓ Public Company ✓ Executive Leadership ✓ Finance & Accounting ✓ Legal/Regulatory/Compliance ✓ Human Resources/Executive Compensation | ✓ Risk Management ✓ Industry/Operations ✓ Information Technology/Cybersecurity ✓ Sustainability/EH&S | | | Career Highlights: | | | Board Committees: Special | ❖ CVR Energy, Inc., President and CEO (since January 2026); Executive Vice President (2018 to January 2026) | | | | ❖ CVR Partners, LP, President and CEO (2014 to current) | | | | ❖ Over thirty years of service in senior executive roles, including as chief financial officer, in the fertilizer, petroleum refining, environmental, power, solid waste and investment banking industries | | | | Other Public Company Directorships (current): CVR Partners, LP (since 2018) | | | | Other Professional Experience and Community Involvement: Director, Fertilizer Institute (since 2015); Director, University of Illinois Foundation (since 2007); Former CFO, Tervita Corp.; Former SVP & CFO, Covanta Energy Corp.; Former SVP & CFO, Waste Services, Inc. | | | | Education: University of Illinois, Urbana-Champaign, B.S. Chemistry | |

  25. DIRECTOR NOMINEES:1

    | Mark J. Smith | | | | Independent Director | | | | Age: 67 | Key Skills and Expertise: | | | Director since: 2024 | ✓ Public Company ✓ Executive Leadership ✓ Legal/Regulatory/Compliance ✓ Human Resources/Executive Compensation | ✓ Risk Management ✓ Industry/Operations ✓ Information Technology/Cybersecurity ✓ ESG/Sustainability/EH&S | | | Career Highlights: | | | Board Committees: EH&S, Chair | ❖ Vertex Energy, Inc., Chief Executive Officer (since January 2025) | | | | ❖ Philadelphia Energy Solutions (PES) Liquidating Trust, Plan Administrator (since 2020) | | | | ❖ Fulcrum Bioenergy, Inc., Chief Restructuring Officer (2024 - March 2025) | | | | ❖ PES, Chief Executive Officer & Director (2018 - 2020) | | | | ❖ Over forty years of experience in executive leadership and general management in petroleum refining and associated businesses | | | | Other Professional Experience and Community Involvement: Consultant in the energy industry (2024 - January 2025); President Refining and Marketing, WNR (2006 - 2017); Vice President of Operations, CITGO Petroleum Corp. | | | | Education: Pennsylvania State University, B.S. Chemical Engineering; Oklahoma State University, MBA | |

  26. DIRECTOR NOMINEES:1

    | Julia Heidenreich Voliva | | | | Independent Director | | | | Age: 49 | Key Skills and Expertise: | | | Director since: 2024 | ✓ Public Company ✓ Executive Leadership ✓ Finance & Accounting | ✓ Industry/Operations ✓ Sustainability/EH&S | | | Career Highlights: | | | Board Committees: Audit Governance, Chair | ❖ HF Sinclair Corporation, Vice President, Renewables (2017 - 2023) | | | | ❖ Holly Frontier Corporation, Vice President, Investor Relations (2012 - 2017) | | | | Other Professional Experience and Community Involvement: Experience in financial statement analysis and earnings modeling; expertise in management roles in the renewable energy and banking industries; over ten years of experience in European institutional equity sales. | | | | Education: Tufts University, B.A. | |

  27. DIRECTOR NOMINEES:1

    The ten nominees who receive the affirmative vote of the holders of a plurality of the stock having the voting power present in person (virtually) or represented by proxy will be elected. In other words, the ten nominees who receive the most votes “FOR” their election will be elected. If you withhold your vote with respect to any Director Nominee, your vote will have no effect on the election of such nominee. The persons named in the accompanying proxy will vote in accordance with the choice specified thereon, or, if no choice is properly indicated, “FOR ALL” Director Nominees. Broker non-votes, if any, will have no effect on this Proposal 1.

  28. Compensation Process for 2025

    | Element | Primary Objectives | Approved 2025 Compensation | | Base Salary | •Attract and retain high-caliber executives to lead the Company •Provide competitive financial incentives •Reward individual performance | 2025 Base Salary increased between 3.0% and 4.0% based on individual performance and/or total relative compensation levels* | | Annual Performance-Based Bonus | •Attract and retain high-caliber executives to lead the Company •Incentivize important business priorities •Align interests of executives with those of our stockholders •Provide competitive financial incentives | Same target payout percentages as 2024 and substantially equivalent plan document and performance metrics as 2024, as described below | | Long Term Incentive Awards | •Attract and retain high-caliber executives to lead the Company •Align interests of executives with those of stockholders •Provide competitive financial incentives •Promote continuity and retention of management | Same percentage of Base Salary and terms as 2024, vesting ratably over three years subject to vesting conditions |

  29. 2025 Target Compensation Mix

    2025 Target Compensation Mix (1)Comprised of our CEO’s (i) 2025 base salary, (ii) target annual performance-based bonus opportunity awarded by the Compensation Committee under the 2025 CVR Energy, Inc. Performance-Based Bonus Plan - Corporate (the “2025 CVI Plan”), and (iii) target long-term incentive awards under the Third Amended and Restated CVR Energy, Inc. 2007 Long-Term Incentive Plan (the “CVI LTIP”). Actual compensation may differ therefrom. (2)Comprised of the average of the named executive officers’ (excluding our CEO’s) compensation determined by the Compensation Committee or the UAN Committee, as applicable, comprised of: (i) 2025 base salaries; (ii) target annual performance-based bonus opportunities awarded under the 2025 CVI Plan or the 2025 CVR Partners, LP Performance-Based Bonus Plan - Fertilizer (the “2025 UAN Plan”), as applicable; and (iii) target long-term incentive awards in connection with or under the CVI LTIP or CVR Partners, LP 2025 Long-Term Incentive Plan (the “UAN LTIP”), as applicable. Actual compensation may differ therefrom.

  30. Compensation Elements for 2025

    (1)Mr. Lamp’s base salaries were defined in his 2024 Employment Agreement (for 2025) and prior employment agreement (for 2024) and were fixed for the duration of the terms, unless adjusted upward by the Compensation Committee in its sole and absolute discretion. (2)Mr. Pytosh’s base salaries for 2025 and 2024 comprised $268,335 and $260,519, respectively, determined by the Compensation Committee and $402,502 and $390,779, respectively, determined by the UAN Committee. 2024 Annual Performance-Based Bonus Plan Results. In February 2025, the Compensation Committee evaluated the metrics included in the CVR Energy, Inc. 2024 Performance-Based Bonus Plan - Corporate (the “2024 CVI Plan”), as well as the Compensation Committee’s objectives of rewarding employees (including named executive officers) for measured performance, aligning employee’s interests with those of its stockholders, encouraging employees to focus on targeted performance, and providing employees with the opportunity to earn additional compensation based on their and the Company’s performance. Based on these considerations and after determining that CVR Energy had achieved the Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) Threshold under the 2024 CVI Plan, the Compensation Committee approved payouts to Messrs. Lamp, Neumann, Pytosh, and Wright, and Ms. Buhrig under the 2024 CVI Plan of $1,831,500, $746,000, $380,200, $694,800 and $902,200, respectively, approximately 111% of their target annual bonuses, which were paid in 2025. In February 2025, the UAN Committee evaluated the metrics included in the CVR Partners, LP 2024 Performance-Based Bonus Plan - Fertilizer (the “2024 UAN Plan”), which applies to Mr. Pytosh and all eligible employees of the Partnership’s subsidiaries, and the UAN Committee’s objectives which are generally aligned with those of the Compensation Committee detailed above, and after determining that CVR Partners had achieved the Adjusted EBITDA Threshold under the 2024 UAN Plan, approved payout to Mr. Pytosh under the 2024 UAN Plan of $641,600, approximately 128% of his target annual bonus based on his base salary for CVR Partners. Other than Mr. Pytosh, no named executive officers received a payout under the 2024 UAN Plan. 2025 Annual Performance-Based Bonus Plan. In April 2025, the Compensation Committee considered the objectives and factors detailed above and, following consultation with Mr. Lamp: •Approved the 2025 CVI Plan, which applies to all full-time employees of CVR Energy and its subsidiaries (other than employees of CVR Partners and its subsidiaries); and •Elected to keep target payouts (as a percentage of base salary) under the 2025 CVI Plan the same as the prior year for the named executive officers, or 150% for Mr. Lamp, 135% for Mr. Pytosh, and 120% for Messrs. Neumann and Wright and Ms. Buhrig. As with the 2024 CVI Plan, payout under the 2025 CVI Plan was dependent first on achievement of an Adjusted EBITDA Threshold1 and then on achievement under the performance measures as specified below, which terms are generally equivalent to the 2024 CVI Plan, other than the 2025 CVI Plan (i) incorporates an EBITDA Multiplier pursuant to which, if the Company’s Adjusted EBITDA for the performance period is at least 50% of the Adjusted EBITDA Threshold, an EBITDA Multiplier between 50% and 150% will be applied to the performance measures, with achievement of 50% of the Adjusted EBITDA Threshold earning a 50% multiplier and an achievement of 400% or more of the Adjusted EBITDA Threshold earning a 150% multiplier, (ii) adjusts the Adjusted EBITDA Threshold definition, and (iii) extends the weighting of performance between refining and fertilizer to all performance measures, instead of only limiting the weighting to Environmental Events and Financial Measures, as had been the case with the 2024 CVI Plan. Notwithstanding the foregoing, under the 2025 CVI Plan the Compensation Committee may, in its sole and absolute discretion, waive the Adjusted EBITDA Threshold requirement, increase, decrease, or otherwise adjust performance measures, targets, and payout ranges used under the 2025 CVI Plan as a result of extraordinary or non-recurring events or other events.

  31. EH&S Measures (25%)

    | Percentage Change (over the prior year) | Bonus Achievement | | Increase in TRIR, PSIR or EE | Zero | | 0% | 50% of Target Percentage (Threshold) | | Decrease > 0% and < 3% | Linear Interpolation between Threshold and Target | | Decrease of 3% | Target Percentage | | Decrease > 3% and < 10% | Linear Interpolation between Target and Maximum | | Decrease of 10% or more, or if TRIR is maintained at or below 1.0, PSIR at or below 0.2 and EE at or below 20 | 150% of Target (Maximum) |

  32. Financial Measures (75%)

    | Reliability | Bonus Achievement | | Greater than 7.0% | Zero | | 7.0% | 50% of Target Percentage (Threshold) | | 5.51% to 6.99% | Linear Interpolation between Threshold and Target | | 5.50% | Target Percentage | | 4.0% to 5.49% | Linear Interpolation between Target and Maximum | | Less than 4.0% | 150% of Target (Maximum) |

  33. Financial Measures (75%)

    | Equipment Utilization (compared to plan) | Bonus Achievement | | Less than 95% | Zero | | 95% | 50% of Target Percentage (Threshold) | | 95.01% to 99.99% | Linear Interpolation between Threshold and Target | | 100% | Target Percentage | | 100.01% to 104.99% | Linear Interpolation between Target and Maximum | | Greater than 105% | 150% of Target (Maximum) |

  34. Financial Measures (75%)

    1 Per the 2025 CVI Plan, (a) Adjusted EBITDA means the Adjusted EBITDA under the Performance-Based Bonus Plan - Refining (“2025 Refining Plan”) and the 2025 UAN Plan; and (b) the Adjusted EBITDA Threshold means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt net of interest earned for the given performance period and board-directed actions. The Adjusted EBITDA Threshold is not the equivalent of Adjusted EBITDA as reflected in the 2025 Annual Report. The 2025 Refining Plan contains the same performance measures as the 2025 CVI Plan and 2025 UAN Plan.

  35. Financial Measures (75%)

    | Operating Expense (compared to budget) | Bonus Achievement | | Greater than 105.0% | Zero | | 105% | 50% of Target Percentage (Threshold) | | 100.1% to 104.99% | Linear Interpolation between Threshold and Target | | 100% | Target Percentage | | 95.0% to 99.99% | Linear Interpolation between Target and Maximum | | Less than 95% | 150% of Target (Maximum) |

  36. Financial Measures (75%)

    | ROCE (Ranking vs. Peer Group) | Bonus Achievement | | First (highest) | 150% of Target (Maximum) | | Second | 125% of Target Percentage | | Third | 112.5% of Target Percentage | | Fourth | Target Percentage (100%) | | Fifth | 50% of Target Percentage | | Sixth | Zero | | Seventh | Zero |

  37. Financial Measures (75%)

    In setting the peer group under the 2025 CVI Plan, the Compensation Committee, in consultation with Messrs. Lamp and Pytosh, evaluated the refining and nitrogen fertilizer business environments, assessed publicly traded entities in similar business lines and subject to similar regulations as the Company, and thereafter elected to keep peer groups under the 2025 CVI Plan the same as the 2024 CVI Plan, other than the addition of AdvanSix Inc. as a new Fertilizer Peer, as follows:

  38. Financial Measures (75%)

    | Refining Peer Group | | Fertilizer Peer Group | | | Delek US Holdings, Inc. | Marathon Petroleum Co. | CF Industries Holdings, Inc. | LSB Industries, Inc. | | HF Sinclair Corporation | Par Pacific Holdings, Inc. | Flotek Industries, Inc. | Nutrien Ltd. | | PBF Energy, Inc. | Valero Energy Corp. | The Andersons, Inc. | AdvanSix Inc. |

  39. Financial Measures (75%)

    | | | 2025 Refining Plan | | 2025 UAN Plan | | 2025 Corporate Plan (1) | | | Measure | Measure Achievement | Payout Achievement | Measure Achievement | Payout Achievement | | | EH&S (each weighted 8.33%) | TRIR | Decrease of 38% | 150% | Decrease of 67% | 0% | 2025 UAN Plan and 2025 Refining Plan Weighted Average | | | PSIR | Decrease of 74% | 150% | At or below 0.2 | 150% | | | | EE | Increase of 85% | 0% | Less than 20 | 150% | | | Financial (each weighted 18.75%) | Reliability | 6.1% | 79% | 2.8% | 150% | 2025 UAN Plan and 2025 Refining Plan Weighted Average | | | Equipment Utilization | 97% | 71% | 99% | 90% | | | | Operating Expenses | 98% | 117% | 99% | 108% | | | | ROCE | First | 150% | First | 150% | | | Total Weighted % Achievement | | | 103% | | 118% | | | EBITDA Multiplier (1) | | | 100% | | 130% | | | Payout | | | 103% | | 154% | 113% |

  40. Financial Measures (75%)

    (1)The Measures Achievement for the 2025 Corporate Plan reflects weighted results based on the applicable measure’s achievement under the 2025 Refining Plan and the 2025 UAN Plan based on Adjusted EBITDA achievement for the Company’s refining business and CVR Partners, respectively. •For the 2025 UAN Plan, the UAN Committee determined that CVR Partners had achieved the Adjusted EBITDA Threshold and that such Adjusted EBITDA achievement was 310% of the Adjusted EBITDA Threshold, and as a result, applied an EBITDA Multiplier of 130%, certified to the achievement of the performance metrics at 154% of target as detailed above, and as a result, approved payout to Mr. Pytosh under the 2025 UAN Plan of $773,800, as further described in the 2025 Annual Report on Form 10-K filed with the SEC by CVR Partners on February 18, 2026. Other than Mr. Pytosh, no named executive officers received a payout under the 2025 UAN Plan. Long-Term Incentive Awards. The Compensation Committee believes long-term incentive compensation is one of the most crucial elements of its compensation program because it aligns the interests of management with our stockholders and serves to both incentivize and retain. As part of 2025 compensation, effective December 2024, the Compensation Committee awarded to Messrs. Lamp, Neumann, Pytosh, and Wright and Ms. Buhrig incentive units of 86,842, 34,473, 27,431, 33,842, and 41,684, respectively, which vest in one-third increments each December following the date of award, subject to the terms and conditions of the award agreement, with each incentive unit representing the right to receive (i) one share of CVR Energy common stock, or (ii) a cash payment equal to the average closing price of a common share of CVR Energy for the ten trading days preceding the vest date, at the Compensation Committee’s sole discretion. As part of 2025 compensation, effective December 2024, the UAN Committee awarded to Mr. Pytosh a long-term share-based cash award of 10,261 phantom units of CVR Partners, as part of his 2025 compensation, which phantom units vest ratably over three years, subject to the terms and conditions of the award agreement, which each phantom unit representing the right to receive a cash payment equal to the average closing price of a common unit of CVR Partners for the ten trading days preceding the vest date. The long-term incentive and phantom units awarded as part of 2025 compensation were consistent with the named executive officer target awards, as determined by the Compensation Committee or UAN Committee, as applicable, representing, as a percentage of base salary, 150% for Mr. Lamp, 200% for Mr. Pytosh, and 120% for each of Messrs. Neumann and Wright and Ms. Buhrig. Other than Mr. Pytosh, no named executive officer was awarded phantom units of CVR Partners as part of 2025 compensation. Equity Ownership Requirements. CVR Energy has not established equity ownership requirements for its executive officers. CVR Energy incentive unit awards granted prior to December 2024, were not granted under the CVR Energy LTIP and can only be settled in cash. CVR Partners phantom unit awards granted prior to December 2025, were not granted under the CVR Partners LTIP and can only be settled in cash. However, beginning with CVR Energy incentive unit awards granted in December 2024, and CVR Partners phantom unit awards granted in December 2025, which were granted under the CVR Energy LTIP and CVR Partners LTIP, respectively, the Compensation Committee or the UAN Committee, as applicable, may elect, in their sole discretion, to settle such awards in cash or in CVR Energy common stock or UAN common units, as applicable. The Compensation Committee believes the optionality to settle in either cash or securities provides the Compensation Committee with flexibility to consider the circumstances existing at the time of any vesting, including administrative burden, dilution of the ownership interests of existing stockholders, and other factors. Hedging. We have a policy that prohibits our directors and named executive officers from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of CVR Energy securities by selling CVR Energy securities “short”, and we recommend all employees follow this practice. We also strongly recommend that directors, named executive officers and employees, as well as persons residing in their households, not trade in exchange-traded or other third-party options, warrants, puts and calls or similar instruments on CVR Energy securities, hold CVR Energy securities in margin accounts, or conduct “sales against the box” (i.e., selling of borrowed securities without ownership of sufficient shares to cover the sale). Clawback / Recoupment of Compensation. We have a Policy for the Recovery of Erroneously Awarded Compensation applicable to executive officers that implements the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the NYSE listing standards, which requires recovery of incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the Company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. Additionally, our long-term incentive award agreements and performance-based bonus plans contain provisions providing for cancellation, forfeiture, rescission, repayment, recoupment or claw-back, as applicable, of certain compensation paid to our employees, including our named executive officers, under certain circumstances, including in the event of (i) a restatement of CVR Energy’s financial results that would reduce (or would have reduced) the amount of any previously awarded incentive units, (ii) a determination by the Board or the Compensation Committee that the grantee of an award has engaged in misconduct (including by omission) or that an event or condition has occurred, which, in each case, would have given the Company or its subsidiaries the right to terminate the grantee’s employment for cause, (iii) misconduct or gross dereliction of duty resulting in a violation of law or Company policy and causes significant harm to the Company, or (iv) other triggering events defined in the long-term incentive award agreements and CVR Energy performance-based bonus plans. The Company did not have any accounting restatements in 2025. Perquisites. The Company does not currently offer perquisites to its named executive officers that are not available to other employees, other than to Mr. Pytosh who in 2025 received perquisites in the form of approximately $15,609 in legal expenses incurred in connection with his employment agreement with CVR Energy dated July 28, 2025 (the “Pytosh Employment Agreement”) that were paid by CVR Energy. Other than this limited perquisite to Mr. Pytosh, no named executive officer had perquisites in 2025 with an aggregate value in excess of $10,000. Benefits. During 2025, all named executive officers participated in the health and welfare and retirement (401(k)) plans, which are also generally available to all other qualified salaried employees, except Mr. Wright, who elected not to participate in the health and welfare benefit plans. Severance Benefits. Mr. Lamp, has provisions in his employment agreement with CVR Energy that provide for

  41. Financial Measures (75%)

    severance benefits in the event of a termination of his employment under certain circumstances. Mr. Lamp resigned effective December 31, 2025, and as a result such amounts are reflected in other in the “Summary Compensation Table” that follows. Additionally, in 2025, all of our other named executive officers were covered by a Change in Control and Severance Plan (the “CVI Severance Plan”), which provides for severance benefits in the event of employment termination under certain circumstances. The severance to which the named executive officers may become entitled is described below in “Change-in-Control and Termination Payments.” CVR Partners. As noted above, during 2025 a number of our executive officers, including our named executive officers other than Mr. Wright, also served as executive officers of our affiliate, the general partner of CVR Partners. All of our named executive officers receive their compensation and benefits from us, including compensation related to services performed for CVR Partners. In addition to the compensation received by Mr. Pytosh from us in 2025, he also received, as determined by the UAN Committee, a base salary and long-term incentive phantom unit and performance-based bonus awards under the UAN LTIP and the performance-based bonus plan adopted by CVR Partners. In the future, our other named executive officers may also receive equity-based awards under the UAN LTIP that may be adopted by CVR Partners for services provided to CVR Partners. Pursuant to a Corporate Master Services Agreement (“Corporate MSA”) entered into among certain of our subsidiaries and CVR Partners, certain of its subsidiaries and its general partner, CVR Partners (or its subsidiaries or its general partner, as the case may be) pays us a monthly fee generally reflecting (a) a pro rata share of personnel costs incurred by us in connection with the employment of our employees who provide services to CVR Partners, including an allocated portion of performance-based bonuses, incentive units, and performance units issued by us to those employees, (b) a pro rata share of certain general and administrative costs based on the estimated portion of such services that are for the benefit of CVR Partners, and (c) various other administrative costs in accordance with the terms of the Corporate MSA. Additional detail regarding the Corporate MSA and our rights and obligations thereunder can be found in the section “Relationships and Related Parties.” Tax Considerations. Section 162(m) of the Code generally limits deductions by publicly held corporations for compensation paid to its “covered employees” to the extent that the employee’s compensation for the taxable year exceeds $1.0 million. Although the Compensation Committee considers the deductibility of compensation under Section 162(m), the Compensation Committee believes that it is important to preserve flexibility in designing compensation programs and that the lost deduction on compensation payable to covered employees that exceeds the $1.0 million limit does not outweigh the benefit of being able to attract and retain talented executives. Therefore, the Compensation Committee retains the discretion to approve non-deductible compensation.

  42. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation for our named executive officers for the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025, all of our named executive officers were employed by an indirect subsidiary of CVR Energy. The compensation shown reflects the portion of such named executive officers’ compensation defined by the Compensation Committee and attributable to services performed for our business, and the portion of such named executive officers’ compensation attributable to services performed for CVR Partners.

  43. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total | | David L. Lamp, Former President and Chief Executive Officer | 2025 | $1,200,000 | $— | $1,678,683 | $2,034,000 | $3,689,766 | $8,602,449 | | | 2024 | 1,100,000 | — | 1,726,419 | 1,831,500 | 27,558 | 4,685,477 | | | 2023 | 1,100,000 | — | 1,592,076 | 1,782,100 | 26,658 | 4,500,834 | | Dane J. Neumann, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | 2025 | $567,854 | $200,000 | $635,099 | $787,400 | $21,540 | $2,211,893 | | | 2024 | 546,013 | — | 685,323 | 746,000 | 21,240 | 1,998,576 | | | 2023 | 522,500 | 150,000 | 604,967 | 699,000 | 20,286 | 1,996,753 | | Mark A. Pytosh, President and Chief Executive Officer; Former Executive Vice President—Corporate Services | 2025 | $670,837 | $— | $1,294,183 | $1,171,500 | $40,173 | $3,176,693 | | | 2024 | 651,298 | — | 1,329,884 | 1,021,800 | 24,264 | 3,027,246 | | | 2023 | 629,273 | — | 1,181,850 | 865,700 | 22,122 | 2,698,945 | | Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary | 2025 | $686,721 | $200,000 | $768,451 | $952,200 | $22,242 | $2,629,614 | | | 2024 | 660,309 | — | 828,678 | 902,200 | 21,510 | 2,412,697 | | | 2023 | 631,875 | 200,000 | 731,381 | 843,800 | 20,610 | 2,427,666 | | Michael H. Wright, Jr., Executive Vice President and Chief Operating Officer | 2025 | $551,681 | $— | $617,385 | $726,800 | $23,322 | $1,919,188 | | | 2024 | 535,613 | — | 672,779 | 694,800 | 21,942 | 1,925,134 | | | 2023 | 517,500 | — | 599,199 | 656,500 | 21,042 | 1,794,241 |

  44. Summary Compensation Table

    (1)Amounts in this column reflect the base salaries of the named executive officers. For Mr. Lamp, such amounts (i) for 2025, are as defined in the 2024 Employment Agreement, which became effective on January 1, 2025, and (ii) for 2024 and 2023, are as defined in Mr. Lamp’s prior employment agreement with CVR Energy effective December 22, 2021, which expired by its terms on December 31, 2024. (2)Amounts in this column represent one-time cash bonuses, as approved by the Compensation Committee. (3)Amounts in this column reflect the aggregate grant date fair value, as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), of incentive units granted to each named executive officer during the periods specified in connection with or under the CVI LTIP, and additionally for Mr. Pytosh, phantom units granted in connection with or under the UAN LTIP. (4)Amounts in this column reflect amounts earned under the CVR Energy performance-based bonus plan for the applicable year, and additionally for Mr. Pytosh, amounts earned under the CVR Partners performance-based bonus plan for the applicable year, each of which were paid in the following year. For Mr. Lamp, amounts in this column for 2025, reflect one component of “Accrued Amounts” as defined in the 2024 Employment Agreement. (5)2025 amounts in this column reflect the following:

  45. Summary Compensation Table

    | Name | 401(k) Plan (a) | Life Insurance (b) | Other(c) | | David L. Lamp | $21,000 | $6,858 | $3,661,908 | | Dane J. Neumann | 21,000 | 540 | — | | Mark A. Pytosh | 21,000 | 3,564 | 15,609 | | Melissa M. Buhrig | 21,000 | 1,242 | — | | Michael H. Wright, Jr. | 21,000 | 2,322 | — |

  46. Summary Compensation Table

    (a)Reflects employer contributions under the CVR Energy 401(k) plan. (b)Reflects the imputed income amount that is included in taxable income for each named executive officer pursuant to the Group Term Life Insurance Plan. (c)Reflects (i) for Mr. Lamp, the severance payment that he is expected to receive in connection with his resignation in accordance with the terms of the 2024 Employment Agreement, as defined below, of $5,114,305, excluding the value of incentive units granted to Mr. Lamp as a component of 2025 compensation under the CVR Energy LTIP reflected in the column “Stock Awards.” The incentive unit award granted to Mr. Lamp in 2025 reflected in the “Stock Awards” column was forfeited and cancelled, along with all other unvested incentive unit awards outstanding, upon his resignation on December 31, 2025, and pursuant to the 2024 Employment Agreement, he is expected to receive instead, a cash payment equal to the value of all unvested incentive units underlying each unvested incentive unit award, determined based on the average closing price of one share of CVR Energy common stock for the 10-trading days immediately preceding the date of termination, plus any accumulated but unvested dividend equivalents on such awards; and (ii) for Mr. Pytosh, $15,609 in legal expenses paid by CVR Energy incurred in connection with the Pytosh Employment Agreement. For additional information about the severance payable to Mr. Lamp under the 2024 Employment Agreement, see “Change-in-Control and Termination Payments.”

  47. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2025 CVI Plan and, additionally with respect to Mr. Pytosh, under the 2025 UAN Plan, as well as amounts that could have been earned from long-term incentive awards granted under the CVI LTIP and, with respect to Mr. Pytosh, from long-term cash phantom unit awards granted under the UAN LTIP during 2025:

  48. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | Name | Bonus Plan / Award Type | Grant Date (3) | Threshold (4) | Target | Maximum(4) | Number of Shares of Stock or Units | Grant Date Fair Value | | David L. Lamp | 2025 CVI Plan | 4/29/25 | $75,006 | $1,800,000 | $4,050,000 | — | — | | | Incentive Units | 12/10/25 | — | — | — | 52,972 | $1,678,683 | | Dane J. Neumann | 2025 CVI Plan | 4/29/25 | $28,395 | $681,425 | $1,533,206 | — | — | | | Incentive Units | 12/10/25 | — | — | — | 20,041 | $635,099 | | Mark A. Pytosh | 2025 CVI Plan | 4/29/25 | $15,095 | $362,252 | $815,068 | — | — | | | 2025 UAN Plan | 4/29/25 | 22,643 | 543,378 | 1,222,600 | — | — | | | Incentive Units | 12/10/25 | — | — | — | 15,797 | $500,607 | | | Phantom Units | 12/10/25 | — | — | — | 8,482 | 793,576 | | Melissa M. Buhrig | 2025 CVI Plan | 4/29/25 | $34,339 | $824,065 | $1,854,147 | — | — | | | Incentive Units | 12/10/25 | — | — | — | 24,249 | $768,451 | | Michael H. Wright, Jr. | 2025 CVI Plan | 4/29/25 | $27,586 | $662,017 | $1,489,539 | — | — | | | Incentive Units | 12/10/25 | — | — | — | 19,482 | $617,385 |

  49. Grants of Plan-Based Awards

    (1)Amounts in these columns reflect amounts that could have been earned by the named executive officers under the 2025 CVI Plan or under the 2025 UAN Plan (with respect to Mr. Pytosh) with respect to each performance measure, excluding the impact of any individual discretionary performance adjustments. The performance measures for 2025 were set by the Compensation Committee and the UAN Committee, as applicable, as described in the “Compensation Discussion and Analysis.” (2)Amounts in these columns reflect the number of and grant date fair value, as calculated in accordance with Topic 718, of (i) incentive units awarded to Messrs. Lamp, Neumann, Pytosh and Wright and Ms. Buhrig during 2025 as part of 2026 compensation under the CVI LTIP; and (ii) a long-term incentive award of phantom units awarded to Mr. Pytosh during 2025 as part of 2026 compensation under the UAN LTIP. Mr. Lamp forfeited these incentive units in connection with his resignation on December 31, 2025. (3)The Grant Date reflected for the 2025 CVI Plan and the 2025 UAN Plan reflects the date the Compensation Committee or the UAN Committee, as applicable, approved the 2025 CVI Plan and the 2025 UAN Plan, respectively. (4)For the 2025 CVI Plan and the 2025 UAN Plan, “Threshold” represents the minimum payout thereunder, assuming CVR Energy and CVR Partners, as applicable, have satisfied the Adjusted EBITDA Thresholds and have achieved performance under one of the EH&S measures equal to the prior year performance, resulting in payout of 50% of the 8.33% measure value, or 4.167% of total target payout. For more information and full description of the 2025 CVI Plan and the 2025 UAN Plan, see “Compensation Discussion and Analysis.” However, in certain circumstances, including in the event the Adjusted EBITDA Threshold is not achieved, the named executive officers may receive payout that is less than the Threshold or zero. (5)For the 2025 CVI Plan and the 2025 UAN Plan, “Maximum” represents the maximum payout thereunder, assuming the CVR Energy or CVR Partners, as applicable, have satisfied the Adjusted EBITDA Thresholds under the respective plan and have achieved the maximum performance for all measures with the maximum EBITDA Multiplier of 150% applied, resulting in a payout of 225% of target.

  50. Outstanding Equity Awards at Fiscal Year End 2025

    Outstanding Equity Awards at Fiscal Year End 2025 The following table sets forth information concerning outstanding incentive unit awards made by CVR Energy granted in connection with or under the CVI LTIP, as well as outstanding phantom unit awards granted in connection with or under the UAN LTIP, that were held by the named executive officers as of December 31, 2025. All of the outstanding shares or units reflected below are subject to accelerated vesting under certain circumstances as described in more detail in the section titled “Change-in-Control and Termination Payments.”

  51. Outstanding Equity Awards at Fiscal Year End 2025

    | | | | Equity Awards That Have Not Vested | | | Name | Award Type (1) | Grant Date | Number of Shares or Units | Market Value of Shares or Units (2) | | David L. Lamp | Incentive Units | 12/13/23 | —(3) | $— | | | Incentive Units | 12/11/24 | —(3) | — | | | Incentive Units | 12/10/25 | —(3) | — | | Dane J. Neumann | Incentive Units | 12/13/23 | 6,607 | $177,993 | | | Incentive Units | 12/11/24 | 22,982 | 584,662 | | | Incentive Units | 12/10/25 | 20,041 | 509,843 | | Mark A. Pytosh | Phantom Units | 12/13/23 | 3,688 | $446,654 | | | Incentive Units | 12/13/23 | 5,307 | 142,971 | | | Phantom Units | 12/11/24 | 6,840 | 782,633 | | | Incentive Units | 12/11/24 | 18,287 | 465,221 | | | Phantom Units | 12/10/25 | 8,482 | 869,405 | | | Incentive Units | 12/10/25 | 15,797 | 401,876 | | Melissa M. Buhrig | Incentive Units | 12/13/23 | 7,988 | $215,197 | | | Incentive Units | 12/11/24 | 27,789 | 706,952 | | | Incentive Units | 12/10/25 | 24,249 | 616,895 | | Michael H. Wright | Incentive Units | 12/13/23 | 6,544 | $176,295 | | | Incentive Units | 12/11/24 | 22,561 | 573,952 | | | Incentive Units | 12/10/25 | 19,482 | 495,622 |

  52. Outstanding Equity Awards at Fiscal Year End 2025

    (1)These incentive and phantom units vest ratably in annual installments in each of the three years following the date of grant, subject to the terms of the applicable award agreement. Incentive Units granted on December 11, 2024 and December 10, 2025, were granted under the CVI LTIP. Phantom Units granted on December 10, 2025, were granted under the UAN LTIP. All other Incentive Units and the Phantom Units reflected in this table were granted in connection with and not under the CVI LTIP and UAN LTIP, respectively. (2)This column represents the number of unvested units outstanding on December 31, 2025, multiplied by: (a) for incentive units issued on December 10, 2025 and December 11, 2024, $25.44 (the December 31, 2025, closing price of CVR Energy common stock (the “CVI Closing Price”)); (b) for incentive units issued on December 13, 2023, $26.94 (equal to the CVI Closing Price plus $1.50 in accrued dividends); (c) for phantom units issued on December 10, 2025, $102.50 (equal to the December 31, 2025 closing price of Partnership common units (the “UAN Closing Price”)); (d) for phantom units issued on December 11, 2024, $114.42 (equal to the UAN Closing Price, plus $11.92 in accrued distributions); and (e) for phantom units issued on December 13, 2023, $121.11 (equal to the UAN Closing Price, plus $18.61 in accrued distributions). (3)Mr. Lamp forfeited all outstanding equity awards as of December 31, 2025, in connection with his resignation, and pursuant to the 2024 Employment Agreement, will receive a cash payment equal to the value of all unvested incentive units held on the date of termination as outlined in the “Summary Compensation Table” above and in “Change-in-Control and Termination Payments” below.

  53. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table reflects amounts payable to our named executive officers as a result of the hypothetical termination events outlined below assuming the triggering employment termination event took place on December 31, 2025. The actual payments to which a named executive officer would be entitled may only be determined based upon the actual occurrence and circumstances surrounding the termination.

  54. Potential Payments upon Termination or Change in Control

    | Name and Severance Benefit | Death | Disability | Retirement | Termination without Cause | | Resignation for Good Reason | | Termination for Cause or Resignation without satisfying Notice Requirement | | | | | | (1) | (2) | (1) | (2) | (3) | | David L. Lamp | | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | $— | | Accrued Amounts (4) | 2,034,000 | 2,034,000 | 2,034,000 | 2,034,000 | 2,034,000 | 2,034,000 | 2,034,000 | 2,034,000 | | Accelerated Vesting - Incentive Units (5) | — | — | — | — | — | — | — | — | | Cash Severance (6) | 5,114,305 | 5,114,305 | 5,114,305 | 5,114,305 | 5,114,305 | 5,114,305 | 5,114,305 | — | | Total Amount | $7,148,305 | $7,148,305 | $7,148,305 | $7,148,305 | $7,148,305 | $7,148,305 | $7,148,305 | $2,034,000 | | Dane J. Neumann | | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Incentive Units (7) | 672,253 | 672,253 | — | 672,253 | 1,472,010 | — | 1,472,010 | — | | Cash Severance (8) | — | — | — | — | 1,266,254 | — | 1,266,254 | — | | Total Amount | $672,253 | $672,253 | $— | $672,253 | $2,738,264 | $— | $2,738,264 | $— | | Mark A. Pytosh | | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Phantom Units (9) | $1,073,788 | $1,073,788 | $— | $1,073,788 | $1,887,300 | $— | $1,887,300 | $— | | Accelerated Vesting - Incentive Units (7) | $534,996 | $534,996 | $— | $534,996 | $1,168,419 | $— | $1,168,419 | $— | | Cash Severance (8) | $— | $— | $— | $— | $1,583,837 | $— | $1,583,837 | $— | | Total Amount | $1,608,784 | $1,608,784 | $— | $1,608,784 | $4,639,556 | $— | $4,639,556 | $— | | Melissa M. Buhrig | | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Incentive Units (7) | 812,973 | 812,973 | — | 812,973 | 1,780,348 | — | 1,780,348 | — | | Cash Severance (8) | — | — | — | — | 1,564,054 | — | 1,564,054 | — | | Total Amount | $812,973 | $812,973 | $— | $812,973 | $3,344,402 | $— | $3,344,402 | $— | | Michael H. Wright, Jr. | | | | | | | | | | Benefits Continuation | $— | $— | $— | $— | $— | $— | $— | $— | | Accelerated Vesting - Incentive Units (7) | 659,863 | 659,863 | — | 659,863 | 1,441,189 | — | 1,441,189 | — | | Cash Severance (8) | — | — | — | — | 1,218,214 | — | 1,218,214 | — | | Total Amount | $659,863 | $659,863 | $— | $659,863 | $2,659,403 | $— | $2,659,403 | $— |

  55. Potential Payments upon Termination or Change in Control

    (1)Severance payments and benefits in the event of termination without cause or resignation for good reason not in connection with a change in control. (2)Severance payments and benefits in the event of termination without cause or resignation for good reason in connection with a change in control. (3)As defined in the 2024 Employment Agreement. (4)Accrued Amounts represents, as defined in the 2024 Employment Agreement, Mr. Lamp’s earned but unpaid Annual Bonus under the 2025 CVI Plan. (5)In accordance with the 2024 Employment Agreement, upon termination of employment for any reason other than Termination for Cause or Resignation without Good Reason and without satisfying the Notice Requirement, Mr. Lamp's outstanding long-term incentive units are forfeited, and he receives instead, a cash payment equal to the LTIP Payout. Such amount is reflected in “Cash Severance” below. (6)In accordance with the 2024 Employment Agreement, this Cash Severance amount is comprised of: (i) the Lamp LTIP Payout; plus, (ii) the Lamp Pro Rata Future LTIP Payout; plus, (iii) a one-time cash payment in an amount equal to the product of (A) $3,000,000, multiplied by (B) a fraction, not to exceed one (1), (x) the numerator of which is the number of completed months from January 1, 2025 through the date of such termination, and (y) the denominator of which is 24. (7)For Messrs. Pytosh, Neumann and Wright and Ms. Buhrig, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents, pursuant to the award agreement, the number of any unvested incentive units scheduled to vest within 12 months from December 31, 2025, multiplied by for incentive units awarded by CVR Energy (i) on December 13, 2023, the CVI 10-day Average Price, plus $1.50 in accrued dividends, (ii) on December 11, 2024, the CVI 10-day Average Price, and (iii) on December 10, 2025, the CVI 10-day Average Price, and (B) termination without cause or resignation for good reason, both in connection with a change in control represents, pursuant to the CVI Severance Plan, the number of all unvested units outstanding on December 31, 2025, multiplied by, for incentive units awarded by CVR Energy (i) on December 13, 2023, the average closing price for CVR Energy common stock for the 20-trading days preceding December 31, 2025, or $29.46 per share (the “CVI 20-day Average Price”), plus $1.50 in accrued dividends, (ii) on December 11, 2024, the CVI 20-day Average Price, and (iii) on December 10, 2025, the CVI 20-day Average Price. (8)For Messrs. Pytosh, Neumann and Wright and Ms. Buhrig, cash severance amounts upon termination without cause or resignation for good reason, both in connection with a change in control include, as defined under the CVI Severance Plan, a lump sum of 12 months’ base pay plus a sum equal to the average of the annual bonuses actually paid during the immediately preceding three full calendar years in which they served as a named executive officer. (9)For Mr. Pytosh, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represent, pursuant to the award agreement, the number of any unvested phantom units scheduled to vest within 12 months from December 31, 2025, multiplied by for phantom units granted by the Partnership (i) on December 13, 2023, the average closing price for Partnership common units for the 10 trading days preceding December 31, 2025, or $97.06 per unit (the “UAN 10-day Average Price”), plus $18.61 in accrued distributions, (ii) on December 11, 2024, the UAN 10-day Average Price, plus $11.92 in accrued distributions, and (iii) on December 10, 2025, the UAN 10-day Average Price; and (B) termination without cause or resignation for good reason, both in connection with a change in control, represents pursuant to the CVI Severance Plan, the number of all unvested phantom units outstanding on December 31, 2025, multiplied by, for phantom units awarded by the Partnership (i) on December 13, 2023, the average closing price for Partnership common units for the 20 trading-days preceding December 31, 2025, or $91.38 per unit (the “UAN 20-day Average Price”), plus $18.61 in accrued distributions, (ii) on December 11, 2024, the UAN 20-day Average Price plus $11.92 in accrued distributions, and (iii) on December 10, 2025, the UAN 20-day Average Price.

  56. Pay Ratio

    Pay Ratio For 2025, to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Principal Executive Officer (“PEO”), Mr. Lamp, our President and Chief Executive Officer, we used the following methodology and made the following material assumptions, adjustments, and estimates: (1)We determined that, as of December 31, 2025, the number of employees of the Company and its consolidated subsidiaries consisted of 1,531 individuals, excluding our PEO. (2)To identify the “median employee” from the employee population, we compared the amount of annual total compensation of such employees for 2025 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which consisted of salary, bonus, non-equity incentive plan compensation and other compensation. We “annualized” the compensation of our full-time and part-time permanent employees as of December 31, 2025, to adjust for the portion of the year that the employee did not work, if applicable. We did not make any cost-of-living adjustments in identifying the “median employee.” (3)To identify the annual total compensation of our median employee, we included the elements of such employee’s compensation for 2025 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Based on this methodology, we estimate that the ratio of the annual total compensation of our PEO to the median of the annual total compensation of all employees for 2025 was as follows:

  57. Pay Ratio

    | Annual total compensation of Median Employee (1) | $147,026 | | Annual total compensation of PEO | $8,602,449 | | PEO Pay Ratio | 59:1 |

  58. Pay Ratio

    (1)Excludes our PEO. The totals and pay ratio described above are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.

  59. Pay versus Performance

    Pay versus Performance SEC rules require us to disclose the following information regarding named executive officer compensation in relation to certain financial performance information about the Company.

  60. 2025 Pay versus Performance Table

    2025 Pay versus Performance Table

  61. 2025 Pay versus Performance Table

    | | CEO (1) | | Other NEOs (1) | | Value of Initial Fixed $100 Investment Based on: | | (in millions) | | | Year | Summary Compensation Table Total for CEO (2) | Compensation “Actually Paid” to CEO (3) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers (2) | Average Compensation “Actually Paid” to Non-CEO Named Executive Officers (3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (5) | Net Income (6) | Adjusted EBITDA (7) | | 2025 | $8,602,449 | $6,541,777 | $2,484,347 | $3,124,468 | $267 | $314 | $90 | $393 | | 2024 | 4,685,477 | 3,771,559 | 2,340,913 | 2,111,427 | 197 | 236 | 45 | 317 | | 2023 | 4,500,834 | 5,326,807 | 2,229,401 | 2,530,474 | 303 | 324 | 878 | 1,164 | | 2022 | 4,320,837 | 7,652,325 | 2,041,230 | 3,691,411 | 273 | 278 | 644 | 1,369 | | 2021 | 3,910,359 | 4,620,202 | 1,330,721 | 2,353,266 | 127 | 137 | 74 | 301 |

  62. 2025 Pay versus Performance Table

    (1)Our principal executive officer for each of the years indicated was our former CEO, Mr. Lamp. Our named executive officers other than our CEO (“Other NEOs”) were as follows:

  63. 2025 Pay versus Performance Table

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Dane J. Neumann | Dane J. Neumann | Dane J. Neumann | Dane J. Neumann | Dane J. Neumann | | Mark A. Pytosh | Mark A. Pytosh | Mark A. Pytosh | Mark A. Pytosh | Mark A. Pytosh | | Melissa M. Buhrig | Melissa M. Buhrig | Melissa M. Buhrig | Melissa M. Buhrig | Melissa M. Buhrig | | Michael H. Wright, Jr. | Michael H. Wright, Jr. | Michael H. Wright, Jr. | Michael H. Wright, Jr. | C. Douglas Johnson | | | | | | Tracy Jackson* | | | | | | David Landreth* |

  64. 2025 Pay versus Performance Table

    * Ms. Jackson resigned in August 2021, and prior to her resignation was the Company’s Executive Vice President and Chief Financial Officer; Mr. Landreth retired in March 2021, and prior to his retirement served as the Company’s Executive Vice President and Chief Commercial Officer. (2)Reflects, for our CEO, the total compensation reported in the Summary Compensation Table and for the Other NEOs, the average total compensation reported in the Summary Compensation Table in each of the years indicated. (3)The compensation “actually paid” to our CEO and the average compensation “actually paid” to the Other NEOs in each of the years indicated has been computed in accordance with Item 402(v) of Regulation S-K. These amounts do not represent compensation actually earned, realized, or received by our CEO or the Other NEOs, but instead reflect the adjustments required by Item 402(v) of Regulation S-K to the amounts reported in the Summary Compensation Table for our CEO and the Other NEOs as detailed in the tables below in this note 3:

  65. 2025 Pay versus Performance Table

    | Compensation “Actually Paid” to CEO and Other NEOs | | | | | | | | | | Year | As Reported in Summary Compensation Table (a) | | Equity Award Adjustments | | | | | Total Compensation “Actually Paid” | | | Total | Stock Awards | Year End Fair Value of Awards Granted During Year and Unvested as of Year End (b) | Year over Year Change in Fair Value of Awards Unvested for Entire Year (c) | Change in Fair Value of Awards that Vest when Granted in a Prior Year (d) | Accrued Distributions Paid at Vesting (e) | Forfeiture of Awards Granted in Prior Year (f) | | | CEO | | | | | | | | | | 2025(g) | $8,602,449 | $(1,678,683) | $— | $— | $918,942 | $109,854 | $(1,410,785) | $6,541,777 | | 2024 | 4,685,477 | (1,726,419) | 1,627,419 | (563,411) | (622,480) | 370,973 | — | 3,771,559 | | 2023 | 4,500,834 | (1,592,076) | 1,580,600 | (54,186) | (30,659) | 922,294 | — | 5,326,807 | | 2022 | 4,320,837 | (1,247,425) | 1,312,770 | 1,352,409 | 1,245,482 | 668,252 | — | 7,652,325 | | 2021 | 3,910,359 | (1,196,795) | 1,219,280 | 191,682 | 89,723 | 405,953 | — | 4,620,202 |

  66. 2025 Pay versus Performance Table

    | Compensation “Actually Paid” to CEO and Other NEOs | | | | | | | | | | Year | As Reported in Summary Compensation Table (a) | | Equity Award Adjustments | | | | | Total Compensation “Actually Paid” | | | Total | Stock Awards | Year End Fair Value of Awards Granted During Year and Unvested as of Year End (b) | Year over Year Change in Fair Value of Awards Unvested for Entire Year (c) | Change in Fair Value of Awards that Vest when Granted in a Prior Year (d) | Accrued Distributions Paid at Vesting (e) | Forfeiture of Awards Granted in Prior Year (f) | | | Other NEOs | | | | | | | | | | 2025 | $2,484,347 | $(828,780) | $711,854 | $252,642 | $396,129 | $108,276 | $— | $3,124,468 | | 2024 | 2,340,913 | (879,166) | 838,716 | (206,272) | (179,409) | 196,645 | — | 2,111,427 | | 2023 | 2,229,401 | (779,349) | 782,206 | (82,404) | (310,246) | 690,866 | — | 2,530,474 | | 2022 | 2,041,230 | (723,600) | 784,786 | 534,193 | 649,092 | 405,710 | — | 3,691,411 | | 2021 | 1,330,721 | (436,378) | 442,793 | 788,633 | 444,708 | 91,482 | (308,693) | 2,353,266 |

  67. 2025 Pay versus Performance Table

    (a)Reflects, for our CEO, the applicable amounts reported in the Summary Compensation Table and for the Other NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the years indicated. (b)Reflects, with respect to our CEO, the fair value and with respect to the Other NEOs, the average of the fair values, as of the end of the covered year of awards granted in the covered year that remained outstanding and unvested (in whole or in part) as of the end of the covered year. (c)Reflects, with respect to our CEO, the change in fair value, and with respect to the Other NEOs, the average change in fair values, from the end of the prior year to the end of the covered year of awards granted in a prior year that remained outstanding and unvested (in whole or in part) as of the end of the covered year. (d)Reflects, with respect to our CEO, the change in fair value, and with respect to the Other NEOs, the average change in fair values, from the end of the prior year to the day awards became vested in the covered year, in accordance with the award agreements, when such awards were granted in a prior year. (e)Reflects, with respect to our CEO, the value, and with respect to the Other NEOs, the average value of accrued distributions paid on the date awards became vested. (f)Reflects, with respect to our CEO, the fair value, and with respect to the Other NEOs, the average of the fair values, as of the end of the prior year of awards that failed to vest and were forfeited in the covered year. (g)Upon Mr. Lamp’s resignation as CEO on December 31, 2025 and pursuant to the 2024 Employment Agreement, all of his unvested incentive unit awards outstanding were forfeited and cancelled, and he is expected to receive instead, a cash payment equal to the value of all unvested incentive units underlying each unvested incentive unit award, determined based on the average closing price of one share of CVR Energy common stock for the 10-trading days immediately preceding the date of termination, plus any accumulated but unvested dividend equivalents on such awards, or $3,510,743, which amount represents the value of the forfeited outstanding incentive units awarded in 2025, 2024, and 2023 that underlie the amounts in the columns entitled “Stock Awards” and “Forfeiture of Awards Granted in Prior Year.” (4)For each covered year, represents the cumulative total stockholder return on an initial fixed $100 investment in CVR Energy common stock from December 31, 2020 through December 31 of each covered year. (5)The “Peer Group TSR” set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2025 Annual Report. This “Peer Group” is comprised of Delek US Holdings, Inc. (NYSE: DK); HF Sinclair Corporation (NYSE: DINO); Marathon Petroleum Corp. (NYSE: MPC); Par Pacific Holdings, Inc. (NYSE: PARR); PBF Energy Inc. (NYSE: PBF); and Valero Energy Corporation (NYSE: VLO). For each covered year, represents the cumulative total stockholder return on an initial fixed $100 investment in the Peer Group from December 31, 2020 through December 31 of each covered year. (6)Represents the amount of Net Income reflected in our consolidated financial statements for each covered year. (7)The Company determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to compensation “actually paid” to our CEO and the Other NEOs in 2025. Adjusted EBITDA is a non-GAAP financial measure. For an explanation of how we use Adjusted EBITDA and a reconciliation, please see “Non-GAAP Reconciliations” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Annual Report. This performance measure may not have been the most important financial performance measure for the years reflected, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  68. 2025 Pay Versus Performance Relationships

    2025 Pay Versus Performance Relationships The following graphical comparisons illustrate the relationships of the compensation “actually paid” to the CEO and the average compensation “actually paid” to the Other NEOs to (i) CVR Energy’s TSR and the Peer Group TSR, (ii) CVR Energy’s net income, and (iii) Adjusted EBITDA.