CVR Energy (CVI) officer exercises incentive units, sells shares and receives 16,980 new units

Rhea-AI Filing Summary

CVR Energy’s EVP & Chief Commercial Officer reported multiple incentive-unit vestings and related stock transactions dated 12/10/2025. Previously granted Incentive Units from 2022, 2023 and 2024 vested in part, were converted into a total of 4,425, 5,701 and 9,825 shares of common stock at an exercise price of $0, and those shares were then disposed of at a price of $33.98 per share. Following these transactions, no directly held common shares are shown.

The executive also received a new award of 16,980 Incentive Units on 12/10/2025. These units vest in equal annual installments over three years and, upon vesting, each unit can settle in either one share of CVR Energy common stock or a cash payment based on the average closing price over the 10 trading days before vesting, 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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Johnson Charles Douglas

(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)
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		4,425	A	$0(2)	4,425	D
Common Stock(1)	12/10/2025		D		4,425	D	$33.98(3)	0	D
Common Stock(4)	12/10/2025		M		5,701	A	$0(2)	5,701	D
Common Stock(4)	12/10/2025		D		5,701	D	$33.98(3)	0	D
Common Stock(5)	12/10/2025		M		9,825	A	$0(6)	9,825	D
Common Stock(5)	12/10/2025		D		9,825	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			4,425	(1)	(7)	Common Stock	4,425	$0(2)	0	D
Incentive Units(4)	(2)	12/10/2025		M			5,701	(4)	(7)	Common Stock	5,701	$0(2)	5,701	D
Incentive Units(5)	(6)	12/10/2025		M			9,825	(5)	(7)	Common Stock	9,825	$0(6)	19,648	D
Incentive Units(8)	(6)	12/10/2025		A		16,980		(8)	(7)	Common Stock	16,980	$0(6)	16,980	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/ Charles Douglas Johnson	12/12/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CVR Energy (CVI) report for its EVP & Chief Commercial Officer?

The EVP & Chief Commercial Officer reported the vesting and exercise of several tranches of previously granted Incentive Units into 4,425, 5,701 and 9,825 shares of CVR Energy common stock, followed by the disposition of those shares at $33.98 per share on 12/10/2025.

Did the CVR Energy (CVI) executive receive a new equity-based award?

Yes. On 12/10/2025 the executive received a new grant of 16,980 Incentive Units, which vest ratably in annual installments in December of each of the three years following the grant date, subject to the award agreement.

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

For earlier awards, each Incentive Unit represents the right to receive a cash amount equal to the average closing price of a share of CVR Energy common stock over the 10 trading days before vesting. For certain awards, each unit may instead deliver one share of common stock or a cash payment based on that 10-day average, as decided by the Board or Compensation Committee.

What price per share was reported for the CVR Energy (CVI) stock dispositions?

The common stock dispositions were reported at $33.98 per share, which is described as the average closing price of a share of CVR Energy common stock for the 10 trading days immediately preceding the vest date.

What vesting schedule applies to the CVR Energy (CVI) Incentive Units granted in 2022, 2023, 2024 and 2025?

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 agreement.

Does the CVR Energy (CVI) executive directly own common stock after the reported transactions?

The table of non-derivative securities shows that, after the reported exercises and dispositions on 12/10/2025, the amount of directly held common stock is listed as 0 shares, while derivative holdings consist of Incentive Units.