CVR Energy (CVI) CEO reports stock sales and 52,972 new incentive units

Rhea-AI Filing Summary

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.

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^*

LAMP DAVID L

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		13,962	A	$0(2)	13,962	D
Common Stock(1)	12/10/2025		D		13,962	D	$33.98(3)	0	D
Common Stock(4)	12/10/2025		M		17,388	A	$0(2)	17,388	D
Common Stock(4)	12/10/2025		D		17,388	D	$33.98(3)	0	D
Common Stock(5)	12/10/2025		M		28,948	A	$0(6)	28,948	D
Common Stock(5)	12/10/2025		D		28,948	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			13,962	(1)	(7)	Common Stock	13,962	$0(2)	0	D
Incentive Units(4)	(2)	12/10/2025		M			17,388	(4)	(7)	Common Stock	17,388	$0(2)	17,388	D
Incentive Units(5)	(6)	12/10/2025		M			28,948	(5)	(7)	Common Stock	28,948	$0(6)	57,894	D
Incentive Units(8)	(6)	12/10/2025		A		52,972		(8)	(7)	Common Stock	52,972	$0(6)	52,972	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/ David L. Lamp	12/12/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did CVR Energy (CVI) report on December 10, 2025?

The president and CEO of CVR Energy (CVI) reported that incentive units granted in prior years vested on December 10, 2025, were exercised into common stock at an exercise price of $0, and the resulting shares were sold the same day at an average price of $33.98 per share.

How many CVR Energy (CVI) shares were involved in the CEO’s December 2025 sales?

The Form 4 lists three blocks of common stock transactions tied to vesting incentive units: 13,962 shares, 17,388 shares, and 28,948 shares. Each block was acquired through the vesting of incentive units at $0 exercise price and then sold at an average price of $33.98 per share.

What new equity-based award did CVR Energy (CVI) grant to its CEO on December 10, 2025?

On December 10, 2025, the CEO received a new grant of 52,972 incentive units as compensation for services as an officer. These incentive units vest ratably in annual installments in December of each of the three years following the grant date, subject to the award agreement’s terms.

How do CVR Energy (CVI) incentive units reported in this Form 4 pay out at vesting?

For earlier awards, each incentive unit represents the right to receive, upon vesting, a cash payment equal to the average closing price of CVR Energy common stock for the 10 trading days immediately before the vest date. For certain units, each represents the right to receive one share of common stock or a cash payment equal to that 10‑day average price, at the discretion of the board or compensation committee.

Over what period do the CVR Energy (CVI) incentive units granted in 2022–2025 vest?

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

Do CVR Energy (CVI) incentive units remain outstanding after vesting?

The explanation states that the incentive units expire immediately upon vest. Upon vesting, they convert into either cash and/or common stock as specified for each award and are no longer outstanding as derivative securities.