CVR Energy (NYSE: CVI) appoints Mark A. Pytosh CEO and expands board

Rhea-AI Filing Summary

CVR Energy, Inc. reported that its board has appointed Mark A. Pytosh as President and Chief Executive Officer, effective January 1, 2026, making him the company’s principal executive officer. He will succeed David L. Lamp, who will cease serving as President and Chief Executive Officer on December 31, 2025, as previously announced. Pytosh has been Executive Vice President – Corporate Services at CVR Energy since January 2018 and has long served in leadership roles at CVR Partners, LP, where he will continue as President and Chief Executive Officer of the general partner and as a director. The board also increased its size from nine to ten members and appointed Pytosh to the new directorship, for which he will not receive additional board compensation while employed by the company. The filing notes there are no related-party transactions or family relationships requiring disclosure in connection with his appointment.

Insights

Corporate governance analyst

CVR Energy implements an internal, planned CEO transition with added board role.

CVR Energy is moving from long-time leader David L. Lamp to Mark A. Pytosh as President and Chief Executive Officer effective January 1, 2026. Because Pytosh has been Executive Vice President – Corporate Services since January 2018 and already leads the general partner of CVR Partners, this is an internal succession rather than an external shake-up, which typically supports continuity in strategy and operations.

The board also expanded from nine to ten members and appointed Pytosh as a director, aligning management and board perspectives by giving the new CEO a board seat. He will not receive additional compensation for board service while employed by the company, and the filing states there are no related-party transactions or family relationships tied to his appointment. Overall, this reads as a structured leadership transition rather than a sign of abrupt disruption.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________

Date of Report (Date of earliest event reported): December 23, 2025

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-33492			61-1512186
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 207-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			CVI			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Principal Executive Officer

On December 23, 2025, the board of directors (the “CVR Energy Board”) of CVR Energy, Inc. (the “Company”) appointed Mark A. Pytosh as President and Chief Executive Officer of the Company, effective January 1, 2026. In this capacity, he will be the Company’s principal executive officer. Mr. Pytosh will succeed David L. Lamp, who, as previously announced, will cease to serve as the President and Chief Executive Officer of the Company effective December 31, 2025.

Mr. Pytosh, age 60, has served as the Company’s Executive Vice President – Corporate Services since January 2018, and as a member of the board of directors (the “CVR Partners Board”) and as the President and Chief Executive Officer of the general partner of CVR Partners, LP (NYSE: UAN) (“CVR Partners”) since 2011 and 2014, respectively. Mr. Pytosh will continue to serve as a director on the CVR Partners Board and as President and Chief Executive Officer of the general partner of CVR Partners, in addition to his new roles at the Company.

Beginning January 1, 2026, Mr. Pytosh will receive compensation for his service as President and Chief Executive Officer of the Company pursuant to the previously disclosed Employment Agreement between the Company and Mr. Pytosh dated July 28, 2025 (the “Employment Agreement”). The Employment Agreement was filed as an exhibit to, and described in, the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2025, such description being incorporated herein by reference. Such description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement.

Election of Director

Also on December 23, 2025, the CVR Energy Board increased the size of the CVR Energy Board from nine to ten and appointed Mr. Pytosh to fill the newly created directorship effective January 1, 2026. Mr. Pytosh will not receive compensation for his service as a member of the CVR Energy Board or its committees as long as he is employed by the Company.

Other than the foregoing, the Company is not aware of any transactions in which Mr. Pytosh has an interest that would be required to be disclosed under Item 404(a) of Regulation S-K and no arrangement or understanding exists between Mr. Pytosh and any other person pursuant to which he was selected as President and Chief Executive Officer or a member of the CVR Energy Board. There are no family relationships between Mr. Pytosh and any director or executive officer of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 29, 2025

CVR Energy, Inc.
By:			/s/ Dane J. Neumann
			Dane J. Neumann
			Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

FAQ

Who is the new CEO of CVR Energy (CVI) and when does he start?

CVR Energy appointed Mark A. Pytosh as its new President and Chief Executive Officer, effective January 1, 2026. He will serve as the company’s principal executive officer.

Who is Mark A. Pytosh and what is his background at CVR Energy (CVI)?

Mark A. Pytosh, age 60, has served as CVR Energy’s Executive Vice President – Corporate Services since January 2018. He is also a director on the CVR Partners Board and President and Chief Executive Officer of the general partner of CVR Partners, LP (NYSE: UAN), roles he will continue to hold.

What happens to current CVR Energy (CVI) CEO David L. Lamp?

David L. Lamp, the current President and Chief Executive Officer, will cease to serve in those roles effective December 31, 2025, and will be succeeded by Mark A. Pytosh as previously announced.

Did CVR Energy (CVI) change the size of its board of directors?

Yes. On December 23, 2025, the board increased its size from nine to ten directors and appointed Mark A. Pytosh to the new directorship, effective January 1, 2026.

Will Mark A. Pytosh receive additional compensation as a CVR Energy (CVI) director?

No. The filing states that Mr. Pytosh will not receive compensation for his service as a member of the CVR Energy Board or its committees as long as he is employed by the company.

Are there any related-party transactions or family relationships tied to Mark A. Pytosh’s appointment at CVR Energy (CVI)?

The company states it is not aware of any transactions requiring disclosure involving Mr. Pytosh under Item 404(a) of Regulation S-K, and that there are no family relationships between him and any director or executive officer.

How is Mark A. Pytosh’s compensation as CEO of CVR Energy (CVI) determined?

Beginning January 1, 2026, Mr. Pytosh’s compensation as President and Chief Executive Officer will be governed by a previously disclosed Employment Agreement dated July 28, 2025, which was filed and described in a prior Form 10-Q.