CVR Partners (NYSE: UAN) loses audit chair, falls below NYSE committee rule

Rhea-AI Filing Summary

CVR Partners, LP reported that Brian A. Goebel, an independent director and chair of the Audit Committee, passed away on February 20, 2026. He had served on the Board since October 2025 and also sat on the Compensation and Environmental, Health & Safety Committees.

His death reduces the Board to five members, with two independent directors, and leaves the Audit Committee with two independent members, below the New York Stock Exchange requirement of at least three independent audit committee members. CVR Partners notified the NYSE of the resulting non-compliance, and the NYSE formally recognized this status on March 3, 2026.

The partnership has begun searching for a new independent director to join the Board and Audit Committee and expects to announce a replacement as soon as reasonably practicable. Once a new member meeting the applicable independence standards is appointed, CVR Partners will regain compliance with the NYSE audit committee listing requirement.

Insights

Corporate governance analyst

Director’s death creates temporary NYSE audit committee non-compliance, with a replacement search underway.

CVR Partners, LP lost an independent director who chaired the Audit Committee and served on two other key committees. This immediately reduced the Audit Committee to two independent members, below the New York Stock Exchange rule requiring at least three independent directors on this committee.

The partnership promptly informed the NYSE and received formal notice of non-compliance tied specifically to the audit committee composition. It has initiated a search for a new independent director and plans to restore compliance once a qualified candidate is appointed to the Audit Committee under the Exchange Act and NYSE independence standards.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________

Date of Report (Date of earliest event reported): February 25, 2026

CVR PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware			001-35120			56-2677689
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 207-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of each exchange on which registered
Common units representing limited partner interests			UAN			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

CVR Partners, LP (the “Partnership”) deeply regrets to disclose that Brian A. Goebel, a member of the Board of Directors of the Partnership’s general partner (the “Board”), passed away on February 20, 2026. Mr. Goebel joined the Board in October 2025. Mr. Goebel, an independent director, served as a member and chair of the Board’s Audit Committee, as well as a member of the Board’s Compensation Committee and Environmental, Health & Safety Committee at the time of his passing.

Following Mr. Goebel’s death, the Board has been reduced to five members, two of whom are independent directors. The Audit Committee has been reduced to two members, both of whom are independent directors. As a result, the Partnership is no longer compliant with Section 303A.07(a) of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Listed Company Manual”), which requires that the audit committee of an NYSE-listed company consist of at least three members, each of whom is an independent director.

The Partnership notified the NYSE of Mr. Goebel’s passing and the resulting non-compliance with the Listed Company Manual on February 25, 2026. On March 3, 2026, the Partnership received notice from the NYSE that it became non-compliant with the audit committee requirement set forth in Listed Company Manual Section 303A.07(a) as a result of Mr. Goebel’s death. The Partnership has initiated a search for a new independent director to join the Board and the Audit Committee and expects to announce a replacement as soon as reasonably practicable. Upon appointing a new member of the Audit Committee that meets the independence requirements of Section 10A of, and Rule 10A-3 under, the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the Listed Company Manual, the Partnership will regain compliance with the applicable NYSE listing standard.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 3, 2026

CVR Partners, LP
By: CVR GP, LLC, its general partner
By:			/s/ Melissa M. Buhrig
			Melissa M. Buhrig
			Executive Vice President, General Counsel and Secretary

FAQ

What did CVR Partners (UAN) disclose about its Board member in this 8-K?

CVR Partners disclosed that independent director Brian A. Goebel passed away on February 20, 2026. He had joined the Board in October 2025 and served as Audit Committee chair and member of the Compensation and Environmental, Health & Safety Committees.

How does Brian Goebel’s death affect CVR Partners’ NYSE listing compliance?

His death reduced the Audit Committee to two independent members, below the NYSE rule requiring at least three independent directors. As a result, CVR Partners became non-compliant with Section 303A.07(a) of the NYSE Listed Company Manual governing audit committee composition.

When did CVR Partners notify the NYSE about the audit committee non-compliance?

CVR Partners notified the New York Stock Exchange on February 25, 2026, that Brian Goebel’s passing left its Audit Committee with only two independent members, causing non-compliance with the NYSE’s three-member independent audit committee requirement.

What response did CVR Partners receive from the NYSE regarding audit committee requirements?

On March 3, 2026, CVR Partners received notice from the NYSE that it had become non-compliant with the audit committee requirement in Section 303A.07(a). The notice confirmed that non-compliance resulted directly from Brian Goebel’s death and resulting committee vacancy.

What steps is CVR Partners (UAN) taking to regain NYSE audit committee compliance?

CVR Partners has begun searching for a new independent director to join the Board and Audit Committee. Once it appoints a member meeting Exchange Act Section 10A, Rule 10A-3, and NYSE Section 303A.02 independence standards, it expects to regain compliance with the NYSE listing rule.

How did Brian Goebel’s death change the composition of CVR Partners’ Board?

Following his death, CVR Partners’ Board was reduced to five members, including two independent directors. The Audit Committee now consists of two independent members, while other Board committees continue without his participation until a replacement is appointed.

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