CVR Energy (NYSE: CVI) CFO reports stock sales at $33.98 and 20,041 new incentive units

Rhea-AI Filing Summary

CVR Energy's EVP & Chief Financial Officer reported multiple incentive unit and stock transactions. On December 10, 2025, incentive units originally granted in prior years were exercised into common stock at an exercise price of $0 and the resulting shares were sold in open-market transactions at $33.98 per share. The transactions involved 5,077, 6,607, and 11,491 shares of common stock, with the beneficial ownership of common stock shown as zero afterward.

The filing also shows derivative activity in the form of incentive units. Previously granted incentive units tied to earlier awards were exercised, and a new award of 20,041 incentive units was granted on December 10, 2025. These incentive units generally vest in three annual installments and upon vesting entitle the officer to receive either cash based on the average closing price of CVR Energy common stock over the 10 trading days before vesting, or in some cases one share of common stock or an equivalent cash amount, 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

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^*

Neumann Dane J.

(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 Financial 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		6,607	A	$0(2)	6,607	D
Common Stock(4)	12/10/2025		D		6,607	D	$33.98(3)	0	D
Common Stock(5)	12/10/2025		M		11,491	A	$0(6)	11,491	D
Common Stock(5)	12/10/2025		D		11,491	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			6,607	(4)	(7)	Common Stock	6,607	$0(2)	6,607	D
Incentive Units(5)	(6)	12/10/2025		M			11,491	(5)	(7)	Common Stock	11,491	$0(6)	22,982	D
Incentive Units(8)	(6)	12/10/2025		A		20,041		(8)	(7)	Common Stock	20,041	$0(6)	20,041	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/ Dane J. Neumann	12/12/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did CVR Energy (CVI) report for its CFO?

The EVP & Chief Financial Officer of CVR Energy, Inc. reported exercising previously granted incentive units into common stock and selling the resulting shares on December 10, 2025, while also receiving a new grant of incentive units on the same date.

How many CVR Energy (CVI) shares were sold in the December 10, 2025 transactions?

The officer sold 5,077, 6,607, and 11,491 shares of CVR Energy common stock on December 10, 2025, with each block reported at a sale price of $33.98 per share.

What new incentive units were granted to the CVR Energy (CVI) CFO?

On December 10, 2025, the officer was awarded 20,041 new Incentive Units as compensation for services. These units vest ratably in annual installments in December of each of the three years following the grant date, subject to the applicable award agreement.

How do CVR Energy (CVI) incentive units work for this officer?

Each Incentive Unit generally represents the right to receive, upon vesting, either a cash payment equal to the average closing price of a share of CVR Energy common stock for the 10 trading days immediately preceding the vest date, or, for certain awards, one share of common stock or an equivalent cash amount, as determined by the Board or Compensation Committee.

What was the reported price related to CVR Energy (CVI) stock sales in this filing?

The filing reports a price of $33.98 per share for the common stock sold on December 10, 2025, described as the average closing price of CVR Energy common stock for the 10 trading days immediately preceding the vest date.

What was the exercise price of the CVR Energy (CVI) incentive units exercised?

The incentive units that were exercised into common stock on December 10, 2025 carried an exercise or conversion price of $0 per unit, consistent with their design as compensation awards rather than market-priced options.