CVR Energy interim CFO discloses incentive units

CVR Energy, Inc. filed a Form 3 showing interim CFO Richard J. Roberts Jr. holds three blocks of Incentive Units that track the company’s common stock.

Rhea-AI Filing Summary

CVR Energy, Inc. filed a Form 3 showing interim CFO Richard J. Roberts Jr. holds three blocks of Incentive Units that track the company’s common stock. These Incentive Units were awarded as compensation in December 2023, 2024, and 2025 and vest in equal annual installments over three years.

Each Incentive Unit can pay cash based on the average closing price of CVR Energy common stock before vesting, or, for later awards, either cash or one share of common stock at the board’s discretion. The Incentive Units expire immediately upon vest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Roberts Richard J. Jr.

Role Interim CFO

Type	Security	Shares	Price	Value
holding	Incentive Units	--	--	--
holding	Incentive Units	--	--	--
holding	Incentive Units	--	--	--

Holdings After Transaction: Incentive Units — 11,084 contracts (Direct)

Footnotes (6)

1. F1. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services on December 13, 2023. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.
2. F2. The Incentive Units expire immediately upon vest.
3. F3. Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days immediately preceding the vest date.
4. F4. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services on December 11, 2024. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.
5. F5. Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days immediately preceding the vest date or one share of CVR Energy, Inc. common stock, as determined by the Board or the Compensation Committee, as applicable, in its sole discretion.
6. F6. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services on December 10, 2025. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.

Key Figures

Incentive Units underlying shares: 4,620 shares Incentive Units underlying shares: 5,052 shares Incentive Units underlying shares: 1,412 shares +1 more

4 metrics

Incentive Units underlying shares 4,620 shares Underlying Common Stock for one Incentive Unit block

Incentive Units underlying shares 5,052 shares Underlying Common Stock for second Incentive Unit block

Incentive Units underlying shares 1,412 shares Underlying Common Stock for third Incentive Unit block

Exercise price 0.0000 per unit Conversion or exercise price of Incentive Units

Key Terms

Incentive Units, vest ratably, underlying security, Compensation Committee, +1 more

5 terms

Incentive Units financial

"The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services"

Incentive units are ownership stakes a company grants to employees, contractors or advisors as part of pay, which become valuable only after certain conditions are met (for example, after a period of time or when performance targets are hit). They matter to investors because they create potential future claims on profits or ownership—similar to performance-based coupons that convert into a slice of the business—and can dilute existing holders or change incentives for management.

vest ratably financial

"These Incentive Units vest ratably in annual installments in December of each of the three years"

underlying security financial

"underlying_security_title": "Common Stock""

Compensation Committee financial

"as determined by the Board or the Compensation Committee, as applicable, in its sole discretion"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

average closing price financial

"equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days"

The average closing price is the arithmetic mean of a security’s end-of-day prices over a chosen period, found by adding each day’s closing price and dividing by the number of days. It smooths out daily ups and downs to show a typical market value—like averaging daily temperatures to understand a month’s climate—and helps investors spot trends, judge whether a stock is generally rising or falling, and make clearer buy or sell decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider position is reported for CVR Energy (CVI) in this Form 3?

CVR Energy’s interim CFO, Richard J. Roberts Jr., reports holdings of Incentive Units. These derivative awards are tied to CVR Energy common stock and were granted as compensation, with vesting schedules spread over three years following each December grant date.

How many CVR Energy (CVI) shares underlie the Incentive Units reported?

The Form 3 lists Incentive Units linked to 4,620, 5,052 and 1,412 underlying common shares. Each Incentive Unit corresponds to rights based on CVR Energy common stock, giving cash or, in some cases, share-settled value when vesting conditions are met.

How do the CVR Energy (CVI) Incentive Units vest for the interim CFO?

The Incentive Units vest ratably in annual installments each December over three years. Awards granted in December 2023, 2024 and 2025 vest in equal portions in the three Decembers following each grant, subject to the terms of the applicable award agreements.

What does each CVR Energy (CVI) Incentive Unit pay upon vesting?

Earlier grants pay cash equal to the 10-day average closing price of CVR Energy stock. Later grants may pay either that cash amount or one share of common stock, at the sole discretion of the board or compensation committee at the time of vesting.

Do the CVR Energy (CVI) Incentive Units have an exercise price or cost to the insider?

The Incentive Units have a stated conversion or exercise price of 0.0000. That means there is no exercise cost to the reporting person; value is realized purely based on the company’s stock price or share delivery at vesting, under award terms.

When do the CVR Energy (CVI) Incentive Units expire for the interim CFO?

The Incentive Units expire immediately upon vest. Once vesting occurs and the corresponding cash or share payment is delivered under the plan terms, the related Incentive Units cease to exist and no longer represent ongoing derivative exposure for the reporting person.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 04:20 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Roberts Richard J. Jr.

(Last) (First) (Middle)

C/O CVR ENERGY, INC.

2277 PLAZA DRIVE, SUITE 500

(Street)

SUGAR LAND TEXAS 77479

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2026

3. Issuer Name and Ticker or Trading Symbol
CVR ENERGY INC [ CVI ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CFO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Units(1)	(1)	(2)	Common Stock	1,412	$0(3)	D
Incentive Units(4)	(4)	(2)	Common Stock	5,052	$0(5)	D
Incentive Units(6)	(6)	(2)	Common Stock	4,620	$0(5)	D

Explanation of Responses:

1. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services on December 13, 2023. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.

2. The Incentive Units expire immediately upon vest.

3. Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days immediately preceding the vest date.

4. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services on December 11, 2024. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.

5. Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days immediately preceding the vest date or one share of CVR Energy, Inc. common stock, as determined by the Board or the Compensation Committee, as applicable, in its sole discretion.

6. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services on December 10, 2025. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.

Remarks:

	/s/ Richard J. Roberts, Jr.	06/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)