CVR Energy (CVI) EVP discloses stock-linked Incentive Unit trades and new 24,249-unit award

Rhea-AI Filing Summary

CVR Energy EVP and General Counsel Melissa M. Buhrig reported multiple equity award transactions involving CVR Energy, Inc. common stock on 12/10/2025. She exercised previously granted Incentive Units that had vested from awards originally granted in December 2022, December 2023, and December 2024, converting them into 6,084, 7,988, and 13,895 shares of common stock, respectively, at an exercise price of $0 per unit, and then disposed of the same share amounts at $33.98 per share. These Incentive Units were originally granted as compensation and vest in three annual installments after each grant date.

On the same date, she received a new award of 24,249 Incentive Units as officer compensation, each representing the right upon vesting to receive either one share of CVR Energy common stock or a cash payment equal to the 10-day average closing price before vesting, at the discretion of the Board or Compensation Committee. The new 2025 award also vests ratably in annual installments over three years, and all Incentive Units expire immediately upon vest.

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^*

Buhrig Melissa M

(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, General Counsel & Sec.

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		6,084	A	$0(2)	6,084	D
Common Stock(1)	12/10/2025		D		6,084	D	$33.98(3)	0	D
Common Stock(4)	12/10/2025		M		7,988	A	$0(2)	7,988	D
Common Stock(4)	12/10/2025		D		7,988	D	$33.98(3)	0	D
Common Stock(5)	12/10/2025		M		13,895	A	$0(6)	13,895	D
Common Stock(5)	12/10/2025		D		13,895	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			6,084	(1)	(7)	Common Stock	6,084	$0(2)	0	D
Incentive Units(4)	(2)	12/10/2025		M			7,988	(4)	(7)	Common Stock	7,988	$0(2)	7,988	D
Incentive Units(5)	(6)	12/10/2025		M			13,895	(5)	(7)	Common Stock	13,895	$0(6)	27,789	D
Incentive Units(8)	(6)	12/10/2025		A		24,249		(8)	(7)	Common Stock	24,249	$0(6)	24,249	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/ Melissa M. Buhrig	12/12/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did CVR Energy (CVI) report for its EVP on 12/10/2025?

The EVP, General Counsel & Secretary of CVR Energy, Inc. reported exercising previously granted Incentive Units into 6,084, 7,988, and 13,895 shares of common stock at an exercise price of $0 per unit, and disposing of those same share amounts at $33.98 per share on 12/10/2025.

How many new Incentive Units did the CVR Energy EVP receive in December 2025?

On 12/10/2025, the reporting officer received a new grant of 24,249 Incentive Units as compensation. Each unit is linked to one share of CVR Energy common stock as the underlying security.

How do the CVR Energy (CVI) Incentive Units for the EVP vest?

The Incentive Units granted in December 2022, December 2023, December 2024, and December 2025 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 applicable award agreement.

What does each Incentive Unit granted to the CVR Energy EVP represent financially?

For certain awards, each Incentive Unit represents the right upon vesting to receive a cash payment equal to the average closing price of CVR Energy common stock for the 10 trading days before vest. For others, each unit represents the right upon vesting to receive one share of common stock or a cash payment based on the same 10-day average, at the discretion of the Board or Compensation Committee.

At what price were CVR Energy shares disposed of in the reported insider sale?

The shares of CVR Energy, Inc. common stock acquired from Incentive Unit exercises were disposed of at a price of $33.98 per share, which is defined as the average closing price of a share of CVR Energy common stock for the 10 trading days immediately preceding the vest date.

When do the CVR Energy Incentive Units held by the EVP expire?

According to the disclosure, the Incentive Units expire immediately upon vest, meaning they do not continue as separate derivative securities after they have vested.