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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 51 added, 34 removed, 156 unchanged (35% of the section changed)

15 unchanged sentences

On February 16, 2024, the Compensation Committee of our Board adopted the CVR Energy, Inc.

2023 Performance Based Bonus Plan and the CVR Refining, LP 2023 Performance Based Bonus Plan (collectively, the “2023 CVI Plans”), which apply to all eligible employees of our subsidiaries (excluding those of CVR Partners and its subsidiaries) and contain terms equivalent to the CVR Energy, Inc.

2022 Performance Based Bonus Plan and the CVR Refining, LP 2022 Performance Based Bonus Plan.

2024 Performance Based Bonus Plan - Corporate (the “2024 Corporate Plan”) and the CVR Energy, Inc.

2024 Performance Based Bonus Plan - Refining (collectively with the 2024 Corporate Plan, the “2024 CVI Plans”), which apply to all eligible employees of our subsidiaries (excluding those of CVR Partners and its subsidiaries) and contain terms substantially equivalent to the CVR Energy, Inc.

2023 Performance Based Bonus Plan - Corporate and the 2023 Performance Based Bonus Plan - Refining, subject to adjustments to the reliability and operating expense measures, and in the case of the 2024 Corporate Plan, adjustments to the methodology for the company performance multiplier used in the calculation of the environmental events and the financial measures.

The 2024 CVI Plans will be filed with our Quarterly Report on Form 10-Q for the period ending March 31, 2024.

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

18 unchanged sentences

Exhibit Number Exhibit Description

2.1** Transaction Agreement among CVR Energy, Inc., IEP Energy LLC and each of the other Offeror Parties (as defined therein) dated as of April 18, 2012 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 23, 2012).

2.1** Transaction Agreement among CVR Energy, Inc., IEP Energy LLC and each of the other Offer or Parties (as defined therein) dated as of April 18, 2012 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 23, 2012).

3.1** Amended and Restated Certificate of Incorporation of CVR Energy, Inc.

12 unchanged sentences

4.10** Supplemental Indenture, dated as of July 1, 2022, among CVR Energy, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 1, 2022).

10.1** Amended and Restated ABL Credit Agreement, dated as of December 20, 2012, among Coffeyville Resources, LLC, CVR Refining, LP, CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC and certain of their affiliates, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as collateral agent and administrative agent (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on December 27, 2012).

4.11** Indenture, dated as of December 21, 2023, among CVR Energy, Inc., the guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee ( i ncorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 21, 2023).

4.12** Form of 8.500% Senior Notes due 2029 ( i ncorporated by reference to Exhibit 4.

2 to the Company ’ s Form 8-K filed December 21, 2023) .

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10.1** Amended and Restated ABL Credit Agreement, dated as of December 20, 2012, among CVR Refining, LP, CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC and certain of their affiliates, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as collateral agent and administrative agent (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on December 27, 2012).

10.1.1** Amendment No.

3 unchanged sentences

10.1.3** Amendment No.

3 to Amended and Restated ABL Credit Agreement dated June 30, 2022, by and among CVR Refining, LP and certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent and collateral agent and the group of lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 1, 2022).

3 to Amended and Restated ABL Credit Agreement dated June 30, 2022, by and among CVR Refining, LP and certain of its affiliates , Wells Fargo Bank, National Association, as administrative agent and collateral agent and the group of lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 1, 2022).

10.1.4** Amendment No.

4 to Amended and Restated ABL Credit Agreement dated September 26, 2023, among CVR Refining, LP and certain of its affiliates from time to time party thereto, the lenders from time to time party thereto, and Wells Fargo Bank National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on October 31, 2023).

10.2** Amended and Restated ABL Pledge and Security Agreement, dated as of December 20, 2012, among CVR Refining, LP, CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC and certain of their affiliates, and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on December 27, 2012).

2 unchanged sentences

10.4.1** Amendment to Master Service Agreement, dated as of April 12, 2022, among CVR Services, LLC and subsidiaries of CVR Energy (incorporated by reference to Exhibit 10.13 to the Company’s Form 10-Q filed on May 3, 2022).

10.5** Amended and Restated Crude Oil Supply Agreement, dated August 31, 2012, by and between Vitol Inc.

and Coffeyville Resources Refining & Marketing, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 6, 2012) (Certain portions of this exhibit have been omitted and separately filed with the SEC pursuant to a request for confidential treatment which has been granted by the SEC).

10.5.1** First Amendment to Amended and Restated Crude Oil Supply Agreement, dated as of June 8, 2015, by and between Vitol Inc.

and Coffeyville Resources Refining & Marketing, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on July 30, 2015).

10.5** Second Amended and Restated Crude Oil Supply Agreement, dated August 4, 2021, by and between Vitol Inc.

and Coffeyville Resources Refining & Marketing, LLC (incorporated by reference as Exhibit 10.1 to the Company’s Form 10-Q filed on November 2, 2021).

10.6**+ Performance Unit Award Agreement, dated as of November 1, 2017, by and between CVR Energy, Inc.

Lamp (incorporated by reference as Exhibit 10.22 to the Form 10-K filed by CVR Partners, LP on February 23, 2018 (Commission File No.

10.6** Composite copy of the Second Amended and Restated Agreement of Limited Partnership of CVR Partners, LP (as amended by Amendment No.

1 effective January 1, 2018) (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed by CVR Partners, LP on April 26, 2018 (Commission File No.

001-35120) ) ( C orrected version of exhibit previously filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021) .

001-35120)) .

10.7** Environmental Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed on December 6, 2007).

December 31, 2022 | 117

10.7.1** Supplement to Environmental Agreement, dated as of February 15, 2008, by and between Coffeyville Resources Refining and Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.17.1 to the Company’s Form 10-K filed on March 28, 2008).

December 31, 2023 | 116

10.7.2** Second Supplement to Environmental Agreement, dated as of July 23, 2008, by and between Coffeyville Resources Refining and Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 14, 2008).

10.8** Amended and Restated Omnibus Agreement, dated as of April 13, 2011, among CVR Energy, Inc., CVR GP, LLC and CVR Partners, LP (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K/A filed on May 23, 2011).

10.10** Lease and Operating Agreement, dated as of May 4, 2012, by and between Coffeyville Resources Terminal, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.

4 to the Company’s Form 10-Q filed on August 2, 2012).

10.9** Lease and Operating Agreement, dated as of May 4, 2012, by and between Coffeyville Resources Terminal, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on August 2, 2012).

10.10**+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.49 to the Company’s Form 10-K for the year ended December 31, 2008, filed on March 13, 2009).

1 unchanged sentence

2007 Long Term Incentive Plan, dated as of June 6, 2017 (incorporated by reference to Appendix A to the Company’s Proxy Statement filed on April 27, 2017).

10.13**+ Form of Incentive Unit Agreement (incorporated by reference to Exhibit 10.30.7 to the Company’s Form 10-K filed on February 21, 2018.)

10.12**+ Form of CVR Energy, Inc.

9 unchanged sentences

10.14**+ CVR Partners, LP Long-Term Incentive Plan (adopted March 16, 2011) (incorporated by reference to Exhibit 10.1 to the Form S-8 filed by CVR Partners, LP on April 12, 2011).

10.17**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.38.3 to the Company’s Form 10-K filed on February 20, 2015).

10.15**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.30.2 to the Company’s Form 10-K filed on February 20, 2020).

4 unchanged sentences

10.17.1** Parity Lien Security Agreement, dated as of June 10, 2016, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee(incorporated by reference to Exhibit 10.2 of the Form 8-K filed by CVR Partners, LP on June 16, 2016 (Commission File No.

December 31, 2022 | 118

10.18** Intercreditor Agreement, dated as of September 30, 2016, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their affiliates from time to time party thereto, UBS AG, Stamford Branch, as administrative agent and collateral agent for the secured parties, Wilmington Trust, National Association, as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed by CVR Partners, LP on October 6, 2016 (Commission File No.

December 31, 2023 | 117

10.19** On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of July 31, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 4, 2020).

6 unchanged sentences

10.24**+ CVR Energy, Inc.

2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.41 to the Company’s Form 10-K filed on February 23, 2021).

10.28**+ CVR Partners, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.42 to the Company’s Form 10-K filed on February 23, 2021).

10.29**+ CVR Refining, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K filed on February 23, 2021).

2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on May 3, 2022).

10.25**+ CVR Partners, LP 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on May 3, 2022).

10.26**+ CVR Refining, LP 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.10 to the Company's Form 10-Q filed on May 3, 2022).

10.27**+^

CVR Energy, Inc.

and Subsidiaries 2023 Performance-Based Bonus Plan - CORPORATE, approved February 17, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 2, 2023).

10.28**+^

CVR Partners, LP and Subsidiaries 2023 Performance-Based Bonus Plan - FERTILIZER, approved February 17, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 2, 2023).

10.29**+^

CVR Energy, Inc.

and Subsidiaries 2023 Performance-Based Bonus Plan - REFINING, approved February 17, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 2, 2023).

10.30** Collateral Trust Joinder, dated as of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 23, 2021).

1 unchanged sentence

10.32** Credit Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 30, 2021).

10.32.1**^

Amendment No.

1 to Credit Agreement dated September 26, 2023, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, the lenders from time to time party thereto, and Wells Fargo Bank National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on September 27, 2023).

10.33** Guaranty and Security Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on September 30, 2021).

3 unchanged sentences

Lamp (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 27, 2021).

10.36**+ Performance Unit Award Agreement, dated as of November 1, 2017, by and between CVR Energy, Inc.

Lamp (incorporated by reference as Exhibit 10.22 to the Form 10-K filed by CVR Partners, LP on February 23, 2018 (Commission File No.

10.37**+ Amendment to Performance Unit Award Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc.

Lamp (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 27, 2021).

Counterpart Agreement, dated April 12, 2022, by CVR Renewables, LLC to the Amended and Restated ABL Pledge and Security Agreement, dated as of December 20, 2012 ( i ncorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed on May 3, 2022).

10.38** Joinder Agreement, dated as of April 12, 2022, by CVR Renewables, LLC to the Amended and Restated ABL Credit Agreement, dated as of December 20, 2012 ( i ncorporated by reference to Exhibit 10.1 2 to the Company’s Form 10-Q filed on May 3, 2022).

Counterpart Agreement, dated April 12, 2022, by CVR Renewables, LLC to the Amended and Restated ABL Pledge and Security Agreement, dated as of December 20, 2012 (incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed on May 3, 2022).

10.39** Joinder Agreement, dated as of April 12, 2022, by CVR Renewables, LLC to the Amended and Restated ABL Credit Agreement, dated as of December 20, 2012 (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-Q filed on May 3, 2022).

Joinder Agreement, dated as of July 22, 2022, by certain subsidiaries of CVR Energy, Inc.

to the Amended and Restated ABL Credit Agreement, dated as of December 20, 2012 ( i n co r porated by reference to Exhibit 1 0.5 to the C ompany ’ s Form 10-Q file d on August, 2, 2022) .

to the Amended and Restated ABL Credit Agreement, dated as of December 20, 2012 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on August, 2, 2022).

Counterpart Agreement, dated as of July 22, 2022, by certain subsidiaries of CVR Energy, Inc.

to the Amended and Restated ABL Pledge and Security Agreement, dated as of December 20, 2012 ( i ncorporated by reference to Exhibit 10.

6 to the Company’s Form 10-Q filed on August, 2, 2022).

10.41**+ CVR Energy, Inc.

2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on May 3, 2022).

10.42**+ CVR Partners, LP 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on May 3, 2022).

CVR Refining, LP 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.10 to the Company's Form 10-Q filed on May 3, 2022).

to the Amended and Restated ABL Pledge and Security Agreement, dated as of December 20, 2012 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed on August, 2, 2022).

10.42** Õ ^

Amended and Restated Limited Liability Company Agreement of CVR-CapturePoint LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on May 2, 2023).

10.43** Õ ^

Transaction Agreement dated January 6, 2023 by and among CVR Partners, LP and certain of its subsidiaries, CVR-CapturePoint Parent LLC, CapturePoint LLC and certain Investors relating to the purchase of membership interests in CVR-CapturePoint LLC (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on May 2, 2023).

Amended & Restated Crude Oil Supply Agreement, dated December 21, 2023, by and between Gunvor USA LLC and CVR Supply & Trading, LLC.

21.1* List of Subsidiaries of CVR Energy, Inc.

4 unchanged sentences

32.1† Section 1350 Certification of President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and Chief Accounting Officer and Corporate Controller.

97.1* CVR Energy, Inc.

Policy for the Recovery of Erroneously Awarded Compensation effective October 2 , 2023.

97.2* CVR Partners, LP Policy for the Recovery of Erroneously Awarded Compensation effective October 2 , 2023.

December 31, 2023 | 119

101* The following financial information for CVR Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (“Extensible Business Reporting Language”) includes:

3 unchanged sentences

* Filed herewith.

December 31, 2022 | 120

** Previously filed.

2 unchanged sentences

Õ The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon request.

PLEASE NOTE :

22 unchanged sentences

(Principal Accounting Officer) February 21, 2024

/s/ JAFFERY A.

/s/ TED PAPAPOSTOLOU Chairman of the Board of Directors February 21, 2024

Ted Papapostolou

/s/ JAFFREY A.

FIRESTONE Director February 21, 2024

4 unchanged sentences

STROCK Director February 21, 2024

/s/ DAVID WILLETTS Director February 22, 2023

David Willetts

December 31, 2023 | 121

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures