What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-21 · 50 added, 32 removed, 175 unchanged (32% of the section changed)

14 unchanged sentences

Other Information

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

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.

In February 2025, the Compensation Committee of our Board adopted and approved an amendment to the CVR Energy, Inc.

Change in Control and Severance Plan to clarify that incentive and phantom unit awards that have the option to be settled in cash or shares/units are subject to acceleration upon satisfaction of the change-in-control provisions defined therein.

Such amended plan will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2025.

During the three months ended December 31, 2024, 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.

3 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by Items 401, 405, 406, and 407(c)(3), (d)(4), and (d)(5) of Regulation S-K in response to this item will be set forth in our definitive proxy statement for our 2024 annual meeting of stockholders.

The information required by Items 401, 405, 406, 407(c)(3), (d)(4), and (d)(5), and 408(b) of Regulation S-K in response to this item will be set forth in our definitive proxy statement for our 2025 annual meeting of stockholders.

Executive Compensation

13 unchanged sentences

Exhibit Number Exhibit Description

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).

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).

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

7 unchanged sentences

4.4** Form of 5.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on January 27, 2020).

4.6** Form of 5.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on January 27, 2020).

4.5** Indenture, 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 4.1 to the Company’s Form 8-K filed on June 23, 2021).

3 unchanged sentences

4.9** 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) .

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

4.10** Form of 8.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed December 21, 2023).

4.11* Supplemental Indenture, dated as of December 20, 2024, among UAN Services, LLC, CVR Energy, Inc., the existing guarantors named therein, and Computershare Trust Company, N.A., as Trustee.

4.12* Supplemental Indenture, dated as of December 20, 2024, among UAN Services, LLC, CVR Energy, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association., as Trustee.

December 31, 2024 | 129

12 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** 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).

10.5** 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)) .

10.6** 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).

10.6.1** 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

10.6.2** 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).

December 31, 2024 | 130

10.7** 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).

5 unchanged sentences

Incentive Unit Agreement (incorporated by reference to Exhibit 10.31 to the Company’s Form 10-K filed on February 21, 2019).

10.12.1**+ Form CVR Energy, Inc.

10.11.1**+ Form of CVR Energy, Inc.

Incentive Unit Agreement (Executive) (incorporated by reference to Exhibit 10.31.1 to the Company’s Form 10-K filed on February 21, 2019).

10.12.2**+ Form CVR Energy, Inc.

10.11.2**+ Form of CVR Energy, Inc.

Incentive Unit Agreement (Executive) (incorporated by reference to Exhibit 10.17.2 to the Company’s Form 10-K filed on February 23, 2022).

10.12.3**+ Form CVR Energy, Inc.

10.11.3**+ Form of CVR Energy, Inc.

Incentive Unit Agreement (incorporated by reference to Exhibit 10.17.3 to the Company’s Form 10-K filed on February 23, 2022).

10.11.4*+ Form of CVR Energy, Inc.

Incentive Unit Agreement (Executive).

10.11.5*+ Form of CVR Energy, Inc.

Incentive Unit Agreement.

10.12**+ CVR Energy, Inc.

13 unchanged sentences

10.20**+ 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).

10.22**+ 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).

10.23**+ 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).

10.24**+ 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).

9 unchanged sentences

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).

10.26**+^

CVR Energy, Inc.

and Subsidiaries 202 4 Performance-Based Bonus Plan - CORPORATE, approved February 1 6 , 202 4 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on April 30 , 202 4 ).

10.27**+^

CVR Partners, LP and Subsidiaries 202 4 Performance-Based Bonus Plan - FERTILIZER, approved February 1 6 , 202 4 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on April 30 , 202 4 ).

10.28**+^

CVR Energy, Inc.

and Subsidiaries 202 4 Performance-Based Bonus Plan - REFINING, approved February 1 6 , 202 4 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on April 30 , 202 4 ).

10.29** 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).

13 unchanged sentences

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

10.37**+ Employment Agreement, dated as of December 12 , 202 4 , by and between CVR Energy, Inc.

Lamp (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 12 , 202 4 ).

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).

8 unchanged sentences

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).

10.44**^

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

10.45** Tender Offer Agreement, dated as of December 6, 2024, among CVR Energy, Inc., Icahn Enterprises L.P., Icahn Enterprises Holdings L.P.

Icahn (incorporated by reference to Exhibit (e)(1) to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed on December 6, 2024).

Term Loan Credit Agreement, dated as of December 19, 2024, by and among CVR CHC, LP, CVR RHC, LP, CVR FHC, LP and CVR Refining, LP, as the Borrowers, Mizuho Bank, Ltd., as agent and as joint lead arranger and joint bookrunner, Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner, and the lenders that are parties thereto (incorporated by reference to Exhibit 10.1 to the Company ’ s Form 8-K filed on December 26, 2024).

Assignment and Assumption of Units, dated as of December 23, 2024, by and between Coffeyville Resources Pipeline, LLC and Plains Pipeline, L.P.

(incorporated by reference to Exhibit 10.2 to the Company ’ s Form 8-K filed on December 26, 2024).

December 31, 2024 | 133

19.1* C VR Energy, Inc.

Insider Trading Policy , approved February 20, 2024 .

19.2* CVR Partners, LP Insider Trading Policy, approved February 20, 2024.

21.1* List of Subsidiaries of CVR Energy, Inc.

1 unchanged sentence

31.1* Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer.

31.2* Rule 13a-14(a)/15d-14(a) Certification of Executive Vice President, Chief Financial Officer.

31.3* Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer and Corporate Controller.

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.

31.2* Rule 13a-14(a)/15d-14(a) Certification of Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary.

31.3* Rule 13a-14(a)/15d-14(a) Certification of Vice President, Chief Accounting Officer and Corporate Controller.

32.1† Section 1350 Certification of President and Chief Executive Officer, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary, and Vice President, 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

Policy for the Recovery of Erroneously Awarded Compensation effective October 2, 2023 (incorporated by reference to Exhibit 97.1 to the Company ’ s Form 10-K filed on February 21, 2024).

97.2** CVR Partners, LP Policy for the Recovery of Erroneously Awarded Compensation effective October 2, 2023 (incorporated by reference to Exhibit 97.

2 to the Company ’ s Form 10-K filed on February 21, 2024).

101* The following financial information for CVR Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (“Extensible Business Reporting Language”) includes:

9 unchanged sentences

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

‡ Certain information was redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

PLEASE NOTE :

24 unchanged sentences

Ted Papapostolou

/s/ DUSTIN DeMARIA Director February 19, 2025

Dustin DeMaria

/s/ JAFFREY A.

FIRESTONE Director February 19, 2025

/s/ HUNTER C.

GARY Director February 21, 2024

/s/ STEPHEN MONGILLO Director February 19, 2025

Stephen Mongillo

STROCK Director February 21, 2024

December 31, 2023 | 121

SMITH Director February 19, 2025

/s/ JULIA HEIDENREICH VOLIVA Director February 19, 2025

Julia Heidenreich Voliva

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