CVR Energy SEC Filings

CVR Energy’s EVP & Chief Commercial Officer reported multiple incentive-unit vestings and related stock transactions dated 12/10/2025. Previously granted Incentive Units from 2022, 2023 and 2024 vested in part, were converted into a total of 4,425, 5,701 and 9,825 shares of common stock at an exercise price of $0, and those shares were then disposed of at a price of $33.98 per share. Following these transactions, no directly held common shares are shown.

The executive also received a new award of 16,980 Incentive Units on 12/10/2025. These units vest in equal annual installments over three years and, upon vesting, each unit can settle in either one share of CVR Energy common stock or a cash payment based on the average closing price over the 10 trading days before vesting, as determined by the Board or Compensation Committee.

CVR Energy executive vice president and chief operating officer reported multiple equity-related transactions in company securities. On December 10, 2025, previously granted incentive units from 2022, 2023, and 2024 converted into a total of 5,077, 6,544, and 11,281 shares of common stock, respectively, at an exercise price of $0 per unit. The same day, those corresponding common shares were disposed of at an average price of $33.98 per share, based on the 10-day average closing price before vesting.

The report also shows a new award of 19,482 incentive units granted on December 10, 2025 as compensation. These units vest in three annual installments and upon vesting entitle the officer to receive either one share of CVR Energy common stock per unit or a cash amount equal to the 10-day average closing price, as determined by the board or compensation committee.

CVR Energy EVP and General Counsel Melissa M. Buhrig reported multiple equity award transactions involving CVR Energy, Inc. common stock on 12/10/2025. She exercised previously granted Incentive Units that had vested from awards originally granted in December 2022, December 2023, and December 2024, converting them into 6,084, 7,988, and 13,895 shares of common stock, respectively, at an exercise price of $0 per unit, and then disposed of the same share amounts at $33.98 per share. These Incentive Units were originally granted as compensation and vest in three annual installments after each grant date.

On the same date, she received a new award of 24,249 Incentive Units as officer compensation, each representing the right upon vesting to receive either one share of CVR Energy common stock or a cash payment equal to the 10-day average closing price before vesting, at the discretion of the Board or Compensation Committee. The new 2025 award also vests ratably in annual installments over three years, and all Incentive Units expire immediately upon vest.

CVR Energy's EVP & Chief Financial Officer reported multiple incentive unit and stock transactions. On December 10, 2025, incentive units originally granted in prior years were exercised into common stock at an exercise price of $0 and the resulting shares were sold in open-market transactions at $33.98 per share. The transactions involved 5,077, 6,607, and 11,491 shares of common stock, with the beneficial ownership of common stock shown as zero afterward.

The filing also shows derivative activity in the form of incentive units. Previously granted incentive units tied to earlier awards were exercised, and a new award of 20,041 incentive units was granted on December 10, 2025. These incentive units generally vest in three annual installments and upon vesting entitle the officer to receive either cash based on the average closing price of CVR Energy common stock over the 10 trading days before vesting, or in some cases one share of common stock or an equivalent cash amount, as determined by the Board or Compensation Committee.

CVR Energy reported insider transactions by its EVP – Corporate Services involving vested incentive awards and related stock sales. On December 10, 2025, the officer exercised incentive units into 4,116, 5,307, and 9,144 shares of common stock at an exercise price of $0 per share, then sold the same respective amounts of shares at a price of $33.98 per share, leaving no shares from those blocks held directly afterward.

The filing also shows continued use of CVR Energy’s incentive unit program. On the same date, the officer acquired 15,797 incentive units, each representing the right to receive either one share of common stock or a cash amount based on the average closing price over the 10 trading days before vesting. These incentive units, granted in annual awards from 2022 through 2025, vest in three equal yearly installments and expire immediately upon vesting.

CVR Energy’s president and CEO, who also serves as a director, reported multiple incentive unit vesting and stock transactions dated December 10, 2025. Previously granted incentive units from awards made in 2022, 2023, and 2024 vested, were exercised for common stock at an exercise price of $0, and the resulting 13,962, 17,388, and 28,948 shares of common stock were sold the same day at an average price of $33.98 per share, based on the 10 trading days before vesting.

The filing also shows a new award of 52,972 incentive units granted on December 10, 2025 as officer compensation. These units vest in three annual installments beginning the December after grant and, upon vesting, entitle the holder either to one share of CVR Energy common stock or a cash payment equal to the 10‑day average closing price, as determined by the board or compensation committee. All incentive units expire immediately upon vesting.

CVR Energy, Inc. (CVI) announced that it is using a new investor presentation in meetings with current and potential investors and analysts beginning on November 20, 2025. The presentation is available on the company’s Investor Relations website and has been furnished as Exhibit 99.1 to this report.

The company emphasizes that this information, including the presentation, is being furnished under Regulation FD rather than filed, which means it is not automatically subject to certain liability provisions and will only be incorporated into other SEC documents if specifically identified there.

CVR Energy, Inc. filed an automatic shelf registration statement on Form S-3, allowing it to offer and sell, from time to time, a broad range of securities. The shelf covers common stock, preferred stock, rights, debt securities, subsidiary guarantees of debt, warrants, depositary shares, purchase contracts, purchase units, and units, with specific terms to be set in future prospectus supplements.

The company states that any net proceeds will be used for general corporate purposes, which may include debt reduction, capital expenditures, or other corporate needs. Certain subsidiaries (excluding CVR Partners and its subsidiaries) may jointly and severally guarantee debt securities. CVR Energy’s common stock trades on the NYSE under “CVI”; on October 30, 2025, the last reported sale price was $37.10 per share. As of October 30, 2025, there were 100,530,599 shares of common stock outstanding.

CVR Energy (CVI) reported a sharp turnaround in Q3 2025, with net income of $401 million versus a $122 million loss a year ago. Operating income rose to $512 million on net sales of $1,944 million, driven largely by the EPA’s August decision affirming and granting small refinery exemptions that reduced Renewable Fuel Standard obligations.

The company recorded a $417 million RFS compliance benefit in the quarter and noted its RFS position at $93 million as of September 30, 2025, down from $323 million at year-end. Petroleum delivered operating income of $518 million, while Renewables posted a $51 million operating loss. Nitrogen Fertilizer contributed $51 million.

CVR will revert the Wynnewood renewable diesel unit to hydrocarbon service in December 2025, booking $31 million of accelerated depreciation in Q3 and a $3 million project write-off. Cash was $670 million (down from $987 million at December 31, 2024). The company prepaid $90 million of its petroleum term loan during Q2–Q3, with total long-term debt and finance leases at $1,841 million including current portion.