New CVR Energy (CVI) EVP granted 27,824 incentive units as hire award

Rhea-AI Filing Summary

Capps J. Travis Jr. reported acquisition or exercise transactions in this Form 4 filing.

CVR Energy Inc. reported that EVP & Chief Commercial Officer J. Travis Capps Jr. received a grant of 27,824 Incentive Units on February 18, 2026, in connection with his hire and appointment as an officer. The Incentive Units vest in equal annual installments over three years, with vesting scheduled each February following the grant date, subject to the award agreement.

Each Incentive Unit gives the right, upon vesting, to receive either one share of CVR Energy common stock or a cash payment equal to the average closing price of a share over the 10 trading days before vesting, as determined by the Board or Compensation Committee. The Incentive Units expire immediately when they vest.

Insights

Executive compensation analyst

Routine equity grant tied to executive hiring, with multi-year vesting.

The filing shows 27,824 Incentive Units granted to EVP & Chief Commercial Officer J. Travis Capps Jr. on February 18, 2026 as part of his hiring package. This is a non-cash award structured as derivative Incentive Units with a zero grant price.

The units vest ratably over three years, encouraging executive retention and alignment with shareholder outcomes. Each unit can settle in either one share of common stock or a cash amount based on the 10-day average closing price before vesting, at the discretion of the Board or Compensation Committee.

Because this is a standard hiring-related equity grant without disclosed size comparisons or unusual terms, its impact on the overall investment thesis appears limited. Future company filings may detail additional grants or exercises that clarify cumulative dilution and compensation trends.

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

OMB APPROVAL

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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^*

Capps J. Travis 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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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

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)	02/18/2026		A		27,824		(1)	(3)	Common Stock	27,824	$0(2)	27,824	D

Explanation of Responses:

1. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. on February 18, 2026, in connection with his hire and appointment as an officer. These Incentive Units vest ratably in annual installments in February 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, 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.

3. The Incentive Units expire immediately upon vest.

Remarks:

	/s/ J. Travis Capps, Jr.	02/20/2026
	** 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 4 (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.
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FAQ

What did the CVR Energy (CVI) Form 4 for J. Travis Capps Jr. report?

The Form 4 reports a grant of 27,824 Incentive Units to EVP & Chief Commercial Officer J. Travis Capps Jr. These units were awarded on February 18, 2026, in connection with his hiring and officer appointment, and represent equity-based compensation rather than an open-market share purchase.

How do the CVR Energy (CVI) Incentive Units granted to J. Travis Capps Jr. vest?

The Incentive Units vest in three equal annual installments after the grant date. Vesting occurs in February of each of the three years following February 18, 2026, and is subject to the terms and conditions of the applicable award agreement governing this hiring-related equity grant.

What does each Incentive Unit represent in the CVR Energy (CVI) Form 4 filing?

Each Incentive Unit represents the right to receive one share of CVR Energy common stock or a cash payment. The cash amount equals the average closing price of CVR Energy common stock for the 10 trading days immediately before the vesting date, as determined by the Board or Compensation Committee.

Does the Form 4 show J. Travis Capps Jr. buying or selling CVR Energy (CVI) stock?

The Form 4 shows an award of 27,824 Incentive Units, categorized as an acquisition under a grant, not a market purchase or sale. The transaction code is "A" for grant or award, with no reported open-market buying or selling of existing CVR Energy common shares.

When do the Incentive Units in the CVR Energy (CVI) Form 4 expire?

The filing states that the Incentive Units expire immediately upon vest. This means that when each installment vests, the corresponding units cease to exist and are settled at that time either in shares of common stock or in a cash payment, as determined by company authorities.

What role does the CVR Energy (CVI) Board or Compensation Committee play in these Incentive Units?

The Board or Compensation Committee decides whether vested Incentive Units settle in shares or cash. For cash settlement, they also determine the amount based on the average closing price of CVR Energy common stock over the 10 trading days immediately before the vesting date, exercising sole discretion.