What changed in this filing

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Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-19 · 58 added, 26 removed, 199 unchanged (30% of the section changed)

14 unchanged sentences

Other Information

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.

On February 13, 2026, the Compensation Committee of our Board adopted the CVR Energy, Inc.

2026 Performance Based Bonus Plan - Corporate (the “2026 Corporate Plan”) and the CVR Energy, Inc.

2026 Performance Based Bonus Plan - Refining (collectively with the 2026 Corporate Plan, the “2026 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.

2025 Performance Based Bonus Plan - Corporate and the 2025 Performance Based Bonus Plan - Refining.

The 2026 CVI Plans will be filed with our Quarterly Report on Form 10-Q for the period ending March 31, 2026.

During the three months ended December 31, 2025, 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.

36 unchanged sentences

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.

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 ( incorporated by reference to Exhibit 4.11 to the Company ’ s Form 10-K filed on February 19, 2025) .

December 31, 2025 | 119

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 (incorporated by reference to Exhibit 4.12 to the Co mpany ’ s Form 1 0-K filed February 19, 2025) .

4.13** Indenture, dated as of February 12, 2026, among CVR Energy, Inc., the guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 12, 2026).

4.14** Form of 7.500% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on February 12, 2026).

4.15** Form of 7.875% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on February 12, 2026).

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).

7 unchanged sentences

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).

Amendment No.

5 to Amended and Restated ABL Credit Agreement dated February 12, 2026, 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 10.1 to the Company’s Form 8-K filed on February 12, 2026).

10.2** Master Service Agreement among Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC, dated February 19, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-K filed on February 20, 2020).

3 unchanged sentences

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.

December 31, 2025 | 120

10.5** 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).

1 unchanged sentence

10.5.2** 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

10.6** 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).

1 unchanged sentence

10.8**+ 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).

10.10**+ Second Amended and Restated CVR Energy, Inc.

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).

10.9**+ Third Amended and Restated CVR Energy, Inc.

2007 Long-Term Incentive Plan, effective April 21, 2025 (incorporated by reference to Appendix A to the Company’s Proxy Statement filed on April 22, 2025).

10.10**+ Form of CVR Energy, Inc.

7 unchanged sentences

10.10.4**+ Form of CVR Energy, Inc.

Incentive Unit Agreement (Executive).

Incentive Unit Agreement (Executive) (inc o r porated by refere nce to Exh ibit 10.

11.4 to the Com pany ’ s Form 10-K filed on February 19, 2025) .

10.10.5**+ Form of CVR Energy, Inc.

Incentive Unit Agreement.

Incentive Unit Agreement (incorporated by reference to Exhibit 10.11.5 to the Company ’ s Form 10-K filed on February 19, 2025) .

10.10.6**+ Third Amended and Restated CVR Energy, Inc.

Long-Term Incentive Plan Incentive Unit Agreement - Executive (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 6, 2025).

10.10.7**+ Third Amended and Restated CVR Energy, Inc.

Long-Term Incentive Plan Incentive Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 6, 2025).

10.11**+ CVR Energy, Inc.

Change in Control and Severance Plan, as amended effective January 1, 2022 (incorporated by reference to Exhibit 10.18.1 to the Company’s Form 10-K filed on February 23, 2022).

10.13**+ 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).

10.14**+ 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).

10.15**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.30.3 to the Company’s Form 10-K filed on February 20, 2020).

10.12**+ CVR Partners, LP 2025 Long-Term Incentive Plan, effective June 5, 2025 (incorporated by reference to Appendix A to the Proxy Statement filed by CVR Partners, LP on April 22, 2025).

10.13**+ CVR Partners, LP 2025 Long-Term Incentive Plan Employee Phantom Unit Agreement - Executive (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by CVR Partners, LP on June 6, 2025).

10.14**+ CVR Partners, LP 2025 Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by CVR Partners, LP on June 6, 2025).

10.14.1**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.22.4 to the Company’s Form 10-K filed on February 23, 2022).

10.14.2**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.22.5 to the Company’s Form 10-K filed on February 23, 2022).

December 31, 2025 | 121

10.15** Collateral Trust 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 10.1 of the Form 8-K filed by CVR Partners, LP on June 16, 2016 (Commission File No.

1 unchanged sentence

10.16** 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, 2024 | 131

10.17** 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).

23 unchanged sentences

10.29** The Joinder Agreement (Other Parity Lien Obligations), dated as of June 23, 2021, among Wilmington Trust, National Association, as an other parity obligations representative, UBS AG, Stamford Branch, as collateral agent under the Existing ABL Facility, Wilmington Trust, National Association, as applicable parity lien representative, Wilmington Trust, National Association, as parity lien collateral trustee and CVR Partners, LP (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on June 23, 2021).

December 31, 2025 | 122

10.30** 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).

3 unchanged sentences

10.31** 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).

December 31, 2024 | 132

10.32** Joinder Agreement (Other Parity Lien Obligations), dated as of September 30, 2021, among Wilmington Trust, National Association (“WTNA”), as an other applicable parity obligations representative, UBS AG, Stamford Branch (“UBS”), as collateral agent under the existing ABL Facility, WTNA, as applicable parity lien representative, WTNA, as parity lien collateral trustee, Wells Fargo, as collateral agent under the ABL Credit Facility and CVR Partners (on behalf of itself and its subsidiaries) to that certain intercreditor agreement dated as of September 30, 2016 (as amended, supplemented or otherwise modified to date), among the Credit Parties, certain of their subsidiaries from time to time party thereto, UBS 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 to the Company’s Form 8-K filed on September 30, 2021).

15 unchanged sentences

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).

December 31, 2025 | 123

10.42** Õ ^

7 unchanged sentences

(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.

10.47**+ CVR Energy, Inc.

Change in Control and Severance Plan, as amended effective February 14, 2025 (incorporated by reference to Exhibit 10.7 to the Company ’ s Form 10-Q filed on July 31, 2025.)

10.48**+^

CVR Energy, Inc.

and Subsidiaries 2025 Performance-Based Bonus Plan - Refining, approved April 29, 2025 (incorporated by reference to Exhibit 10.8 to the Company's Form 10-Q filed on July 31, 2025.)

10.49**+^

CVR Partners, LP and Subsidiaries 2025 Performance-Based Bonus Plan - Fertilizer, approved April 29, 2025 (incorporated by reference to Exhibit 10.9 to the Company ’ s Form 10-Q filed on July 31, 2025.)

10.50**+^

CVR Energy, Inc.

and Subsidiaries 2025 Performance-Based Bonus Plan - Corporate, approved April 29, 2025 (incorporated by reference to Exhibit 10.10 to the Company ’ s Form 10-Q filed on July 31, 2025.)

10.51**+ Amendment to Employment Agreement, dated as of December 12, 2024, by and between CVR Energy, Inc.

Lamp (incorporated by reference to Exhibit 10.11 to the Company ’ s Form 10-Q filed on July 31, 2025.)

10.52**+ Employment Agreement, dated as of July 28, 2025, by and between CVR Energy, Inc.

Pytosh (incorporated by reference to Exhibit 10.12 to the Company ’ s Form 10-Q filed on July 31, 2025.)

10.53**+ Amendment No 1.

to Amended & Restated Crude Oil Supply Agreement, effective February 1, 2026, by and between Gunvor USA LLC and CVR Supply & Trading LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on October 30, 2025).

19.1** CVR Energy, Inc.

Insider Trading Policy, approved February 20, 2024 (incorporated by reference to Exhibit 19.1 to the Company ’ s Form 10-K filed on February 15, 2025) .

19.2** CVR Partners, LP Insider Trading Policy, approved February 20, 2024 (incorporated by reference to Exhibit 19.2 to the Company ’ s Form 10-K filed on February 19, 2025) .

21.1* List of Subsidiaries of CVR Energy, Inc.

6 unchanged sentences

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).

December 31, 2025 | 124

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, 2025, formatted in Inline XBRL (“Extensible Business Reporting Language”) includes:

27 unchanged sentences

Signature Title Date

LAMP President, Chief Executive Officer, and Director

PYTOSH Director, President and Chief Executive Officer

(Principal Executive Officer) February 18, 2026

4 unchanged sentences

(Principal Accounting Officer) February 18, 2026

/s/ TED PAPAPOSTOLOU Chairman of the Board of Directors February 19, 2025

Ted Papapostolou

/s/ ROBERT E.

FLINT Chairman of the Board of Directors February 18, 2026

/s/ DUSTIN DeMARIA Director February 18, 2026

2 unchanged sentences

FIRESTONE Director February 18, 2026

/s/ BRETT ICAHN Director February 18, 2026

/s/ COLIN KWAK Director February 18, 2026

LAMP Director February 18, 2026

/s/ STEPHEN MONGILLO Director February 18, 2026

3 unchanged sentences

Julia Heidenreich Voliva

December 31, 2025 | 126

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