CVR Energy (CVI) COO reports stock unit vesting, $33.98 share sales and 19,482 new units

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wright Michael H. Jr.

(Last) (First) (Middle)

C/O CVR ENERGY, INC.

2277 PLAZA DRIVE, SUITE 500

(Street)

SUGAR LAND TX 77479

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	12/10/2025		M		5,077	A	$0(2)	5,077	D
Common Stock(1)	12/10/2025		D		5,077	D	$33.98(3)	0	D
Common Stock(4)	12/10/2025		M		6,544	A	$0(2)	6,544	D
Common Stock(4)	12/10/2025		D		6,544	D	$33.98(3)	0	D
Common Stock(5)	12/10/2025		M		11,281	A	$0(6)	11,281	D
Common Stock(5)	12/10/2025		D		11,281	D	$33.98(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Units(1)	(2)	12/10/2025		M			5,077	(1)	(7)	Common Stock	5,077	$0(2)	0	D
Incentive Units(4)	(2)	12/10/2025		M			6,544	(4)	(7)	Common Stock	6,544	$0(2)	6,544	D
Incentive Units(5)	(6)	12/10/2025		M			11,281	(5)	(7)	Common Stock	11,281	$0(6)	22,561	D
Incentive Units(8)	(6)	12/10/2025		A		19,482		(8)	(7)	Common Stock	19,482	$0(6)	19,482	D

Explanation of Responses:

1. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2022. 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. 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.

3. This price represents 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 as an officer 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.

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

6. Each Incentive Unit reported herein represents the right to receive upon vesting, one share of CVR Energy, Inc. common stock or 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, as determined by the Board or the Compensation Committee, as applicable, in its sole discretion.

7. The Incentive Units expire immediately upon vest.

8. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer 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/ Michael H. Wright, Jr.	12/12/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did CVR Energy (CVI) report for December 10, 2025?

The executive vice president and chief operating officer reported the vesting of incentive units into 5,077, 6,544, and 11,281 shares of CVR Energy common stock, followed by the disposition of those same share amounts at an average price of $33.98 per share.

Who is the reporting person in the latest CVR Energy (CVI) Form 4 and what is their role?

The reporting person is an officer of CVR Energy, Inc. serving as EVP & Chief Operating Officer, and the report covers transactions in company incentive units and common stock.

What new equity compensation did the CVR Energy (CVI) executive receive on December 10, 2025?

The executive received a new grant of 19,482 incentive units as compensation on December 10, 2025. These units vest in three annual installments after the grant date, subject to the award agreement.

How are CVR Energy (CVI) incentive units settled upon vesting?

For the incentive units described, each unit typically entitles the holder upon vesting to either one share of CVR Energy common stock or a cash payment equal to the average closing price of a share for the 10 trading days immediately preceding the vest date, as determined by the board or compensation committee.

At what price were the CVR Energy (CVI) shares disposed of in this insider report?

The common stock dispositions reported for December 10, 2025 occurred at an average price of $33.98 per share, which represents the average closing price over the 10 trading days immediately before the vest date.

Over what period do the CVR Energy (CVI) incentive units vest?

The incentive units granted in 2022, 2023, 2024, and 2025 each vest ratably in three annual installments in December following the respective grant dates, subject to the terms and conditions of the applicable award agreement.