CVR Energy (NYSE: CVI) officer reports share sale at $33.98 and new 8,092-unit equity grant

Rhea-AI Filing Summary

CVR Energy Inc. reported insider equity activity by its VP, CAO & Corporate Controller. On 12/10/2025, previously granted Incentive Units vested and were exercised into common stock at an exercise price of $0, followed by same-day sales of the resulting shares at $33.98 per share in multiple transactions. After these sales, the reporting person no longer held the corresponding common shares directly.

The filing also shows a new award of 8,092 Incentive Units granted on 12/10/2025 as officer compensation. These Incentive Units vest in annual installments over three years and, upon vesting, can settle in either cash equal to the average closing price of CVR Energy common stock over the 10 trading days before vesting or one share of common stock per unit, at the discretion of 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^*

Conaway Jeffrey D.

(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)
	VP, CAO & Corp. Controller

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		1,489	A	$0(2)	1,489	D
Common Stock(1)	12/10/2025		D		1,489	D	$33.98(3)	0	D
Common Stock(4)	12/10/2025		M		2,044	A	$0(2)	2,044	D
Common Stock(4)	12/10/2025		D		2,044	D	$33.98(3)	0	D
Common Stock(5)	12/10/2025		M		3,526	A	$0(6)	3,526	D
Common Stock(5)	12/10/2025		D		3,526	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			1,489	(1)	(7)	Common Stock	1,489	$0(2)	0	D
Incentive Units(4)	(2)	12/10/2025		M			2,044	(4)	(7)	Common Stock	2,044	$0(2)	2,044	D
Incentive Units(5)	(6)	12/10/2025		M			3,526	(5)	(7)	Common Stock	3,526	$0(6)	7,052	D
Incentive Units(8)	(6)	12/10/2025		A		8,092		(8)	(7)	Common Stock	8,092	$0(6)	8,092	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 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/ Jeffrey D. Conaway	12/12/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did CVR Energy (CVI) disclose in this Form 4?

The filing discloses that CVR Energy's VP, CAO & Corporate Controller exercised previously granted Incentive Units into common stock on 12/10/2025 and sold the resulting shares at $33.98 per share in multiple transactions, leaving no remaining holdings of those specific shares.

What new equity compensation did the CVR Energy (CVI) officer receive?

On 12/10/2025, the officer received a new grant of 8,092 Incentive Units as compensation. These units vest ratably in annual installments over three years, subject to the award agreement.

How do CVR Energy (CVI) Incentive Units settle upon vesting?

According to the filing, each Incentive Unit may settle upon vesting in 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 immediately preceding the vest date, as determined by the Board or Compensation Committee.

What was the sale price for the CVR Energy (CVI) shares in this Form 4?

The common stock sold in connection with the vested Incentive Units was disposed of at $33.98 per share, which represents the average closing price of CVR Energy common stock for the 10 trading days immediately preceding the vest date.

Over what period do the CVR Energy (CVI) Incentive Units vest?

The filing explains that Incentive Units granted on December 14, 2022, December 13, 2023, December 11, 2024, and December 10, 2025 each vest ratably in annual installments in December of the three years following their respective grant dates, subject to the terms of the award agreements.

Do CVR Energy (CVI) Incentive Units remain outstanding after they vest?

No. The document states that these Incentive Units expire immediately upon vest, meaning they no longer exist as derivative securities once they have vested and been settled.