What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 436 added, 380 removed, 749 unchanged (52% of the section changed)

14 unchanged sentences

Other Information

On February 20, 2023, the Compensation Committee of our Board adopted the CVR Partners, LP 2023 Performance Based Bonus Plan (the “2023 UAN Plan”), which applies to all eligible employees of our subsidiaries and contains terms equivalent to the CVR Partners, LP 2022 Performance Based Bonus Plan.

On February 16, 2024, the Compensation Committee of the Board adopted the CVR Partners, LP 2024 Performance Based Bonus Plan - Fertilizer (the “2024 UAN Plan”), which applies to all eligible employees of our subsidiaries and contains terms substantially equivalent to the CVR Partners, LP 2023 Performance Based Bonus Plan - Fertilizer subject to adjustments to the reliability and operating expense measures, and an update for the peer group for the ROCE measure.

The 2024 UAN Plan will be filed with the Partnership’s 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 General Partner 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

16 unchanged sentences

Ecton, Frank M.

one non-management director who is also an officer of Icahn Enterprises L.P.

(“IEP”) (David Willetts);

one non-management director who was an officer of Icahn Enterprises L.P.

(“IEP”) until April 2023 (Jordan Bleznick);

as well as two directors who are executive officers of our General Partner (David L.

1 unchanged sentence

Pytosh, our President and Chief Executive Officer).

One other non-management director who is currently or was previously an officer or employee of IEP also served as our director during 2022:

Kapiljeet Dargan (until June 23, 2022).

David Willetts, who is an officer and employee of IEP, also served as a non-management director during 2023 until his resignation on March 17, 2023.

The Board is led by its Chairman of the Board, Mr.

4 unchanged sentences

The directors of our General Partner hold office until the earlier of their death, resignation or removal.

Board Meetings, Attendance and Executive Sessions

In 2023, the Board met four times and acted three times by written consent.

All of the directors who served during 2022 attended at least 75% of the total meetings of the Board and each of the committees on which such director served during their respective tenure.

Each of the directors who served during 2023 attended 100% of the meetings of the Board and committees on which he or she served during their respective tenure.

To promote open discussion among non-management and independent directors, we schedule regular executive sessions in which our non-management directors meet without management participation, as well as when our independent directors meet without management or any directors affiliated with IEP.

Our non-management and independent directors met during five and nine executive sessions, respectively, in 2023.

Ecton presided over the executive sessions held by our non-management and independent directors.

December 31, 2023 | 78

The following table sets forth the names, positions, ages, and a description of the backgrounds, experience, and qualifications of our directors, as of February 21, 2023:

Name, Position and Age Principal Occupation, Experience and Qualifications (1)

Executive Chairman and

Chairman of the Board

Current Public Company Directorships:

CVR Partners, LP (January 2018 to Current)

The following table set forth the names, positions, ages, and a description of the backgrounds, experience, and qualifications of our directors, 1 as of February 20, 2024:

Jordan Bleznick

Director, Chairman of the Board

Key Skills and Expertise:

Director since:

ü Public Company

ü Executive Leadership

ü Finance & Accounting

ü Legal/Regulatory/Compliance

ü Human Resources/Executive Compensation

Career Highlights:

Board Committees:

❖ Vice President/Taxes and Chief Tax Counsel (2002-2023) of various affiliates of Carl C.

❖ Twenty-two year career as attorney in private practice (1980-2002), including as a partner at DLA Piper and Gordon Altman Weitzen Shalov and Wein

Other Public Company Directorships (current):

Enzon Pharmaceuticals, Inc.

University of Cincinnati, B.A.

Ohio State University College of Law, J.D.;

New York University School of Law, L.L.M.

Director, Executive Chairman

Key Skills and Expertise:

Director since:

ü Public Company

ü Executive Leadership

ü Legal/Regulatory/Compliance

ü Human Resources/Executive Compensation

ü Risk Management

ü Industry/Operations

ü ESG/Sustainability/EH&S

Career Highlights:

Board Committees:

❖ CVR Partners, LP, Executive Chairman (2017 to current) and former Chairman of the Board (2018-2023)

❖ CVR Energy, Inc., President & CEO (2017 to current)

❖ Over 40-years of technical, commercial and operational experience in the refining and chemical industries, including with Western Refining, Inc.

(“WNR”), Northern Tier Energy LP (“NTI”), and HollyFrontier Corporation

Other Public Company Directorships (current):

CVR Energy, Inc.

(January 2018 to Current)

Former Public Company Directorships:

CVR Refining, LP (January 2018 to February 2019)

Lamp has served as our director and Chairman of the Board since January 2018.

Lamp has served as the Executive Chairman of our general partner and as President and Chief Executive Officer of our affiliate, CVR Energy, since December 2017, and as a Director of CVR Energy, since January 2018.

Lamp has more than forty years of technical, commercial and operational experience in the refining and chemical industries.

He previously served as a director of the general partner of our affiliate, CVR Refining, LP (“CVRR”), an independent downstream energy limited partnership, from January 2018 to February 2019;

and as president and chief operating officer of Western Refining, Inc.

(“WNR”), formerly an independent refining and marketing company, from July 2016 until its sale to Andeavor in June 2017.

Lamp serves on the Board of Directors of the American Fuel & Petrochemical Manufacturers Association and is a past Chairman.

Lamp graduated from Michigan State University with a Bachelor of Science in Chemical Engineering.

We believe Mr.

Lamp's extensive knowledge and experience in the refining and chemical industries, as well as his significant background serving in key executive roles at public and private companies and strong leadership skills make him well qualified to serve as our director.

President and Chief Executive Officer and Director

Current Public Company Directorships:

CVR Partners, LP (2011 to Current)

Pytosh has served as a Director and the President and Chief Executive Officer of our general partner, since 2011 and 2014, respectively , as well as the Executive Vice President – Corporate Services for our affiliate, CVR Energy, since January 2018.

Pytosh has over thirty years of experience in senior executive roles, including as chief financial officer, with various companies in the fertilizer, petroleum refining, environmental, power, solid waste and investment banking industries.

Pytosh has served as a director of the University of Illinois Foundation since 2007 and The Fertilizer Institute since 2015.

Pytosh received a Bachelor of Science degree in chemistry from the University of Illinois, Urbana-Champaign.

Pytosh’s extensive business and financial experience and significant background serving in key executive roles, we believe that he is well qualified to serve as our director.

Current Public Company Directorships:

CVR Partners, LP (2008 to Current)

Former Public Company Directorships :

KAR Auction Services, Inc.

(2013 to 2019)

Ecton has served as our director since 2008.

Ecton is chairman and chief executive officer of EEI Inc.

which she founded in 1998.

EEI is a management consulting practice which provides private equity and sub debt firms with turnaround assistance, due diligence through market/operational assessments of companies being considered for acquisition, as well as mentoring and coaching for executive officers.

Ecton has more than thirty-five years of experience serving in director and executive leadership roles for public and privately held companies in the banking, automotive, food processing, retailing, mail services, and other industries, as well as for non-profit organizations.

Ecton earned her MBA from the Harvard Graduate School of Business Administration, and received her BA in economics from Wellesley College, graduating as a Durant Scholar.

Ecton serves on the Board of Trustees of Hillsdale College.

Ecton was elected and served on the Harvard Board of Overseers, and as president of the Harvard Business School Association’s Executive Council.

She also served on the Business Advisory Council of the Carnegie Mellon Graduate School of Industrial Administration.

We believe Ms.

Ecton's significant background as both an executive officer and director of public companies and extensive experience in finance is an asset to our Board.

Her knowledge and experience, as well as risk oversight expertise, provide the audit committee with valuable perspective in managing the relationship with our independent accountants and in the performance of financial auditing oversight.

Other Public Company Directorships (within past 5 years):

CVR Refining, LP (2018-2019)

Michigan State University, B.S.

Chemical Engineering

1 Each of CVR Energy, CVR Refining, LP, IEP, Viskase Companies, Inc.

and Voltari Corporation are indirectly controlled by Mr.

December 31, 2023 | 79

Current Public Company Directorships:

CVR Partners, LP (2008 to Current)

Muller has served as our director since 2008.

Muller is currently the president of Toby Enterprises, which he founded in 1999 to invest in startup companies, and until 2018, served as the chairman of Topaz Technologies, LTD., a software engineering company.

Until August 2009, Mr.

Muller served as chairman and chief executive officer of the technology design and manufacturing from TenX Technology, Inc., which he founded in 1985.

Muller has more than forty years of experience in the technology, energy and petroleum, chemical, and other industries, including in senior executive roles, and in roles focusing on business acquisitions and joint ventures.

Muller served in the United States Army and received a BS and MBA from Texas A&M University.

Muller's experience in the chemical industry and expertise in developing and growing new businesses make him well qualified to serve as our director.

Current Public Company Directorships:

CVR Partners, LP (2014 to Current)

Viskase Companies, Inc.

(2006 to Current)

Former Public Company Directorships :

Hennessy Capital lV (2019 to 2020)

Voltari Corporation (2015 to 2019)

Trump Entertainment Resorts (2016 to 2017)

Hennessy Capital II (2016 to 2017)

Hennessy Capital III (2017 to 2018).

Shea has been our director since 2014.

Shea served as an operating partner of Snow Phipps, a private equity firm, from 2013 to 2021.

He has served as a director of Viskase Companies, Inc., a meat casing company (“Viskase”), since October 2006, and currently serves as its audit committee chair.

Shea previously served as a director of Voltari Corporation, a company in the business of acquiring, financing and leasing commercial real properties (“Voltari”), and as its chairman, from September 2015 to July 2019;

Trump Entertainment Resorts (“TER”) from January 2017 to June 2017;

and Hennessy Capital Acquisition Company II from July 2016 to February 2017, Hennessy Capital Acquisition Company III from July 2017 to October 2018, and Hennessy Capital Acquisition Company IV from February 2019 to December 2020, all three of which were special purpose acquisition companies.

He has also served as a director of DecoPac, Inc., a privately-held supplier of bakery goods, and as its chairman, from 2017 to 2021;

FeraDyne Outdoors, LLC, a privately-held manufacturer of sporting goods products, and as its chairman from May 2014 to February 2019;

and Teasdale Foods Inc., a privately-held provider of Hispanic food products, and as its chairman from November 2014 to February 2019.

Shea was President of Icahn Enterprises G.P.

and Head of Icahn Associates Portfolio Operations (“Icahn Associates”) from October 2006 to June 2009.

Shea began his career with General Foods Corporation and has more than thirty years of experience serving in executive management roles in the food manufacturing and packaging industries, among others, and serving on the board of directors for numerous privately held companies.

He has an M.B.A.

from the University of Southern California and a B.B.A.

from Iona College.

We believe Mr.

Shea's broad executive, financial and operational experience, combined with his extensive board experience will be an asset to our board and qualify him to serve as our director.

Director, President & Chief Executive Officer

Key Skills and Expertise:

Director since:

ü Public Company

ü Executive Leadership

ü Finance & Accounting

ü Legal/Regulatory/Compliance

ü Human Resources/Executive Compensation

ü Risk Management

ü Industry/Operations

ü IT/Cybersecurity

ü ESG/Sustainability/EH&S

Career Highlights:

Board Committees:

❖ CVR Partners, President & CEO (2014 to current)

Environmental, Health & Safety

❖ CVR Energy, Inc., Executive Vice President (2018 to current)

❖ Over 30-years of service in senior executive roles, including as chief financial officer, in the fertilizer, petroleum refining, environmental, power, solid waste and investment banking industries

Other Professional Experience and Community Involvement:

Director, Fertilizer Institute (since 2015);

Director, University of Illinois Foundation (since 2007);

Former CFO, Tervita Corp.;

Former SVP & CFO, Covanta Energy Corp.;

Former SVP & CFO, Waste Services, Inc.

University of Illinois, Urbana-Champaign, B.S.

Key Skills and Expertise:

Director since:

ü Public Company

ü Executive Leadership

ü Finance & Accounting

ü Legal/Regulatory/Compliance

ü Human Resources/Executive Compensation

ü Risk Management

ü ESG/Sustainability/EH&S

Career Highlights:

Board Committees:

❖ EEI Inc., Chairman and CEO (1998 to current)

Conflicts, Chair

Environmental, Health & Safety

❖ Over 35-years of service in executive leadership and director roles for public and privately held companies in banking & other industries, as well as for non-profits

Other Public Company Directorships (within past five years):

KAR Auction Services, Inc.

Other Professional Experience and Community Involvement:

Trustee, Board of Trustees, Hillsdale College;

Member, Business Advisory Council, Carnegie Mellon Graduate School

of Industrial Administration;

Overseer, Harvard Board of Overseers;

Member and President, Harvard Business School, Executive Council

Wellesley College, B.A.

Economics, Durant Scholar;

Harvard Graduate School of Business Administration, MBA

December 31, 2023 | 80

David Willetts

Current Public Company Directorships:

CVR Partners, LP (July 2021 to Current)

CVR Energy, Inc.

(July 2021 to Current)

Key Skills and Expertise:

Director since:

ü Public Company

ü Executive Leadership

ü Finance & Accounting

ü Human Resources/Executive Compensation

ü Risk Management

ü Industry/Operations

ü IT/Cybersecurity

ü ESG/Sustainability/EH&S

Career Highlights:

Board Committees:

❖ Toby Enterprises, President (1999 to current)

Compensation, Chair

Environmental, Health & Safety

❖ TenX Technology, Inc., Former Chairman and CEO (1985-2009)

❖ Over 40-years of experience in senior executive roles in the technology, energy and petroleum, chemical, and other industries

Other Professional Experience and Community Involvement:

Expertise in business acquisitions and joint ventures;

Served in the United States Army;

Former Chairman, Topaz Technologies, LTD.

Texas A&M University, B.S.;

Texas A&M University, MBA

Key Skills and Expertise:

Director since:

ü Public Company

ü Executive Leadership

ü Finance & Accounting

ü Risk Management

ü ESG/Sustainability/EH&S

Career Highlights:

Board Committees:

❖ Snow Phipps, Operating Partner (2013-2021)

Environmental, Health & Safety, Chair

❖ Over 30-years of experience in executive Management roles in the food manufacturing and packaging and other industries

Other Public Company Directorships (current):

Viskase Companies, Inc.

(June 2021 to Current)

Willetts has served as our director since July 2021.

Willetts has been the chief executive officer and a director of Icahn Enterprises L.P.

(“IEP”) since November 2021 and June 2021, respectively, and also served as IEP’s chief financial officer from June to November 2021.

Prior to IEP, he served as a managing director at AlixPartners, a global consulting firm which specializes in improving corporate financial and operational performance and executing corporate turnarounds.

Since 2012, Mr.

Willetts has worked continuously with private equity firms and public companies in the industrial, automotive, consumer products, retail and energy sectors.

Willetts has been a director of the general partner of CVR Partners, since July 2021;

and a director and chairman of the board of Viskase, since June 2021.

Willetts graduated from Franklin and Marshall College in 1997 Summa Cum Laude, with a B.A.

in business, with a double concentration in accounting and finance.

We believe that the significant business and financial experience of Mr.

Willetts qualify him to serve as our director.

(1) Each of CVR Energy, CVRR, Icahn Associates, IEP, TER, Viskase and Voltari are indirectly controlled by Mr.

Other Public Company Directorships (within past five years):

Hennessy Capital IV (2019-2020);

Voltari Corporation (2015-2019)

Other Professional Experience and Community Involvement:

Former Director, DecoPac, Inc.;

Former Chairman & Director, FeraDyne Outdoors, LLC;

Former Chairman & Director, Teasdale Foods, Inc.

Iona College, B.B.A.;

University of Southern California, MBA

Director Independence & Controlled Company Exemptions

To be considered independent under NYSE listing standards, our Board must determine that a director has no material relationship with us other than as a director.

To be considered independent under the New York Stock Exchange (the “NYSE”) listing standards, the Board must determine that a director has no material relationship with us other than as a director.

The standards specify the criteria by which the independence of directors will be determined, including guidelines for directors and their immediate family members with respect to employment or affiliation with us or with our independent public accountants.

1 unchanged sentence

Ecton and Messrs.

Muller and Shea meet the independence standards established by the NYSE and the Exchange Act for membership on an audit committee and are non-employee directors, as defined by the rules and regulations of the NYSE, the SEC, and our Corporate Governance Guidelines.

Muller and Shea meet the independence standards established by the NYSE and

December 31, 2023 | 81

the Exchange Act for membership on an audit committee and are non-employee directors, as defined by the rules and regulations of the NYSE, the Securities and Exchange Commission (the “SEC”), and our Corporate Governance Guidelines.

As a publicly traded partnership, we qualify for, and rely on, certain exemptions from the NYSE’s corporate governance requirements, including the following:

1 unchanged sentence

• Our Board has not and does not currently intend to establish a nominating/corporate governance committee;

• The Compensation Committee of our Board does not need to be (and is not) composed entirely of independent directors.

• The Compensation Committee of the Board does not need to be (and is not) composed entirely of independent directors.

As a result, unitholders do not have the same protections afforded to equity holders of companies that are subject to all of the corporate governance requirements of the NYSE.

14 unchanged sentences

Ø Reviews with management, our internal auditors and independent auditors the adequacy, quality and integrity of the Partnership’s internal controls, the fair presentation and accuracy of the Partnership’s financial statements and disclosures, audit reports and management’s responses thereto, and the Partnership’s critical accounting policies and practices.

Ø Oversees and evaluates the performance, responsibilities, budget and staffing of the internal audit function including its senior audit executive.

Ø Oversees and evaluates the performance, responsibilities, engagement plan, budget and staffing of the internal audit function including its senior audit executive.

Ø Establishes procedures for and oversees handling of complaints regarding accounting, internal accounting controls or auditing matters and the confidential submission of concerns regarding questionable accounting or auditing matters.

Ø Monitors and periodically reviews the Partnership’s compliance with applicable laws, major litigation, regulatory compliance, risk management, insurance coverage and any policies, practices or mitigation activities relating thereto.

Ø Reviews and discusses with management potential significant risks to the Partnership and risk mitigation efforts including relating to information technology and cybersecurity controls.

Ø Reviews and discusses with management potential significant risks to the Partnership and risk mitigation efforts.

Ø Reviews the Partnership’s information technology systems and associated risks and controls relating to business continuity, data privacy and cybersecurity, and contingency plans in the event of a failure of such systems.

Ø Assists the Board in its oversight of the governance portions of the Partnership’s ESG initiatives including the Partnership’s governance practices and reputation, Code of Ethics and Business Conduct, anti-bribery and anti-corruption programs and of the overall risks relating to such ESG initiatives.

Ø Reviews and discusses with management and Grant Thornton LLP, our independent registered accounting firm, the audited financial statements contained in this Annual Report on Form 10-K.

Ø Received written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the Public Company Accounting Oversight Board.

Ø Reviews and discusses with management and Grant Thornton LLP, our independent registered accounting firm (“Grant Thornton”), the audited financial statements contained in this Annual Report on Form 10-K.

Ø Received written disclosures and the letter from Grant Thornton required by applicable requirements of the Public Company Accounting Oversight Board.

Ø Based on the reviews and discussions referred to above, recommended to the Board that the audited financial statements be included in this Annual Report on Form 10-K, for filing with the SEC.

12 unchanged sentences

Ø Assists the Board in its oversight of the social portions of the Partnership’s ESG initiatives including diversity, inclusion and human rights strategies, commitments, and reporting.

Ø Oversees and administers the Partnership’s Policy for the Recovery of Erroneously Awarded Compensation.

Ø Based on the reviews and discussions referred to above, recommended to the Board that the Compensation Discussion and Analysis, the Compensation Committee Report, and other disclosures relating to the Compensation Committee be included in this Annual Report on Form 10-K.

Muller, Jr., Chair (3)

David Willetts

Jordan Bleznick

Meetings in 2023:

Acted by Written Consent in 2022:

(3) Independent, Non-Employee Director

14 unchanged sentences

Ecton, Chair (3)

Meetings in 2022:

(3) Independent, Non-Employee Director

2 unchanged sentences

Ø Exercises approval authority delegated to it by the Board.

David Willetts

Jordan Bleznick

Acted by Written Consent in 2023:

Executive Sessions of Independent and Non-Management Directors

To promote open discussion among independent and non-management directors, we schedule regular executive sessions in which our non-management directors meet without management participation, as well as when our independent directors meet without management or any directors affiliated with IEP.

During 2022, four of our six directors were non-management and three of our six directors were independent.

Our non-management and independent directors met during five and nine executive sessions, respectively, in 2022.

Ecton presided over the executive sessions held by our non-management and independent directors.

Communications with Directors

Unitholders and other interested parties wishing to communicate with our Board may send a written communication addressed to:

Unitholders and other interested parties wishing to communicate with the Board may send a written communication addressed to:

CVR Partners, LP

2 unchanged sentences

Executive Vice President, General Counsel and Secretary

Our General Counsel will forward all appropriate communications directly to our Board or to any individual director or directors, depending upon the facts and circumstances outlined in the communication.

Our General Counsel will forward all appropriate communications directly to the Board or to any individual director or directors, depending upon the facts and circumstances outlined in the communication.

Any unitholder or other interested party who is interested in contacting only the independent directors or non-management directors as a group or the director who presides over the meetings of the independent directors or non-management directors may also send written communications to the contact above and should state for whom the communication is intended.

December 31, 2022 | 83

Compensation Committee Interlocks and Insider Participation

As of December 31, 2023, the Compensation Committee was comprised of Messrs.

Muller and Willetts.

During 2022, one other non-management director who was an officer and/or employee of IEP also served at various times on the Compensation Committee:

Kapiljeet Dargan (until June 23, 2022).

Muller and Bleznick.

Until his resignation from the Board and its committees on March 17, 2023, Mr.

Willetts also served on the Compensation Committee.

None of the members of the Compensation Committee during 2023 have, at any time, been an officer or employee of the Partnership or our General Partner and none have any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.

No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company.

December 31, 2023 | 85

Corporate Governance Guidelines and Codes of Ethics

5 unchanged sentences

Limited partners are not entitled to appoint the executive officers or directly or indirectly participate in our management or operations.

In this report, we refer to the executive officers of our General Partner as “our executive officers.” The following table sets forth the names, positions, ages, background, experience and qualifications (as of February 21, 2023) of the executive officers of our General Partner, other than Messrs.

In this Annual Report on Form 10-K (this “Report”), we refer to the executive officers of our General Partner as “our executive officers.” The following table sets forth the names, positions, ages, background, experience and qualifications (as of February 20, 2024) of the executive officers of our General Partner, other than Messrs.

Lamp and Pytosh, who are listed under “The Board” above.

Name Principal Occupation, Experience and Qualifications

Name, Position and Age Principal Occupation, Experience and Qualifications

Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (since October 2021)

Neumann has served as our Executive Vice President, Chief Financial Officer and Assistant Secretary and as our Treasurer, and in those same roles for our affiliate, CVR Energy, since October 2021 and February 2022, respectively.

Prior to that, he served as our Interim Chief Financial Officer from August to October 2021, and as Vice President – Finance & Treasurer from June 2020 to October 2021, and in those same roles for CVR Energy, as well as in various other roles within our finance organization since June 2018, including Vice President of Financial Planning & Analysis and Director of Projects & Controls.

Neumann has served as the Executive Vice President and Chief Financial Officer and as the Treasurer of our General Partner, and in those same roles for our affiliate, CVR Energy since October 2021 and February 2022, respectively.

Neumann most recently served as Interim Chief Financial Officer of our General Partner from August to October 2021, and as Vice President – Finance & Treasurer of our General Partner from June 2020 to October 2021, and in those same roles for CVR Energy.

Prior to that, he served in various other roles within our finance organization since June 2018, including Vice President of Financial Planning & Analysis and Director of Projects & Controls.

Neumann has nearly 15 years of experience in the refining and petrochemicals industry in areas relating to finance, accounting, business development, planning and analytics.

Before joining CVR Partners, Mr.

Neumann served in various roles of increasing responsibility for several formerly publicly traded refining and marketing entities, including Andeavor and its affiliates from March 2011 until June 2018, including as director of commercial business planning and analytics from June 2017 until June 2018;

and director of financial planning and analysis for Western Refining, Inc.

and its affiliates (“WNR”), from 2017 until its acquisition by Andeavor (then Tesoro Corporation) in June 2017.

Neumann served in various roles of increasing responsibility for several formerly publicly traded refining and marketing entities, including with Andeavor (formerly Tesoro Corporation) and its affiliates from March 2011 until June 2018, including as director of commercial business planning and analytics from June 2017 until June 2018, and with WNR and certain of its affiliates and NTI.

Neumann obtained a Bachelor of Science in Finance and Political Science and a Master of Business Administration from the University of Minnesota and is a Certified Public Accountant.

December 31, 2023 | 86

Name, Position and Age Principal Occupation, Experience and Qualifications

Executive Vice President,

1 unchanged sentence

(since July 2018)

Buhrig has served as our Executive Vice President, General Counsel and Secretary, and in that same role for our affiliate, CVR Energy, since July 2018.

Buhrig has served as the Executive Vice President, General Counsel and Secretary of our General Partner, and in those same roles for our affiliate, CVR Energy, since July 2018.

Prior to joining CVR Partners, Ms.

Buhrig served as executive vice president, general counsel and secretary of Delek US Holdings, Inc., a downstream energy company operating in the areas of refining, logistics, convenience stores, and asphalt, and the general partner of Delek Logistics Partners, LP, a master limited partnership with crude oil and refined product logistics and marketing assets, from October 2017 to June 2018, and held various positions with WNR, from November 2005 until July 2017 including senior vice president - services and compliance officer from August 2016 until WNR’s acquisition by Andeavor in June 2017.

Buhrig received a Bachelor of Arts in Political Science from the University of Michigan and a Juris Doctor with honors from the University of Miami School of Law.

Buhrig served as executive vice president, general counsel, secretary and compliance officer of Delek US Holdings, Inc.

and the general partner of Delek Logistics Partners, LP from October 2017 until June 2018 and prior thereto served in various senior executive roles and as compliance officer for WNR.

Buhrig has nearly 24 years of legal and industry experience including in the areas of mergers and acquisitions, corporate governance, securities, compliance, litigation, regulatory matters, and human resources.

Buhrig received a Bachelor of Arts in Political Science from the University of Michigan and a Juris Doctorate with honors from the University of Miami School of Law.

Vice President, Chief Accounting Officer & Corporate Controller (since August 2021)

Conaway has served as our Vice President, Chief Accounting Officer & Corporate Controller, and in that same role for our affiliate, CVR Energy, since August 2021.

Conaway has over 25 years of experience in finance, accounting and auditing services.

Conaway previously served as our Director – Commercial & Operations Accounting, and in that same role for CVR Energy, since August 2020.

Prior to joining CVR Partners, Mr.

Conaway served as assistant controller of Patterson-UTI Energy, Inc., an oilfield services company, from February 2019 and in various roles of increasing responsibility at CITGO Petroleum Corporation, a refiner, transporter and marketer of motor fuels, lubricants, and petrochemicals, since August 2010, including senior advisor from November 2017 to February 2019 and assistant controller – manufacturing & operations accounting from July 2014 until November 2017.

Conaway has served as the Vice President, Chief Accounting Officer & Corporate Controller of our General Partner, and in that same role for our affiliate, CVR Energy, since August 2021.

Prior to assuming those roles, Mr.

Conaway served as our Director – Commercial & Operations Accounting, since August 2020.

Conaway has nearly 25 years of experience in finance, accounting and auditing services.

Before joining CVR Partners, Mr.

Conaway served as assistant controller of Patterson-UTI Energy, Inc., an oilfield services company, since February 2019 and in various roles of increasing responsibility at CITGO Petroleum Corporation, a refiner, transporter and marketer of motor fuels, lubricants, and petrochemicals, since August 2010, including as senior advisor from November 2017 to February 2019.

Conaway obtained a Bachelor of Business Administration with a concentration in Accounting and a Master of Business Administration from Angelo State University and is a Certified Public Accountant.

1 unchanged sentence

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements (the “Compensation Discussion and Analysis”) of our named executive officers (defined below) for 2022 should be read together with the compensation tables and related disclosures set forth below.

This discussion contains forward looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation actions.

Our actual compensation actions may differ materially from the currently planned programs and payouts summarized in this discussion.

This Compensation Discussion and Analysis provides unitholders with an understanding of our compensation philosophy, objectives, policies, and practices in place during 2022, as well as the factors considered by our Compensation Committee in making compensation decisions for 2022.

The following discussion and analysis of compensation arrangements (the “CD&A”) of our named executive officers (defined below) for 2023 should be read together with the compensation tables and related disclosures set forth below.

This CD&A may contain forward looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation actions, and the future compensation of our named executive officers may differ from the currently planned programs and payouts summarized in this discussion.

This CD&A provides unitholders with an understanding of our compensation philosophy, objectives, policies, and practices in place during 2023, as well as the factors considered by our Compensation Committee in making compensation decisions for 2023.

Named Executive Officers

This Compensation Discussion and Analysis focuses on the compensation of persons who served as our principal executive officers, our chief financial officer, and our next two other most highly compensated executive officers for 2022 (collectively, the “named executive officers”):

For 2023, our named executive officers were our principal executive officers, our chief financial officer, and our next two other most highly compensated executive officers:

Lamp Executive Chairman

3 unchanged sentences

Conaway Vice President, Chief Accounting Officer and Corporate Controller

December 31, 2022 | 85

Neither the Partnership nor our General Partner directly employ or compensate our named executive officers.

Neither the Partnership nor our General Partner directly employ or directly compensate our named executive officers.

All of our named executive officers are employed by CVR Services, and all of our named executive officers divide their time between working for us and working for CVR Energy and its other subsidiaries.

December 31, 2023 | 87

The approximate weighted-average percentages of the amount of time that the named executive officers dedicated to the management of our business in 2023 were as follows:

6 unchanged sentences

The remainder of their time, if any, was spent working for CVR Energy and its other subsidiaries.

Our named executive officers provide services to us under a Corporate Master Service Agreement, as amended (the “Corporate MSA”) between us and certain of our subsidiaries, and CVR Services and certain of its affiliates, which was effective January 1, 2020, and was approved by the Conflicts Committee of the Board.

Our named executive officers provide services to us under a Corporate Master Service Agreement, as amended (the “Corporate MSA”), between us and certain of our subsidiaries, and CVR Services and certain of its affiliates and was approved by the Conflicts Committee of the Board.

Under the Corporate MSA:

• CVR Services makes available to our General Partner the services of certain CVR Energy executive officers and employees, some of whom serve as executive officers of our General Partner;

• We, our General Partner, and our operating subsidiaries, as the case may be, are obligated to reimburse CVR Services for any portion of the costs that CVR Services incurs in providing compensation and benefits to such CVR Energy executive officers and employees while they are providing services to us, as well as our allocated portion of performance-based performance plans and incentive and performance units issued by CVR Energy and its subsidiaries to those employees providing services to us under the Corporate MSA;

• We pay CVR Services a monthly fee for goods and services supplied under the Corporate MSA, subject to netting and an annual true up, as well as pass-through of any direct costs incurred on behalf of a service recipient without markup.

For more information on the Corporate MSA, see “Certain Relationships and Related Transactions, and Director Independence - Agreements with CVR Energy.”

• CVR Services makes available to our General Partner the services of certain CVR Energy executive officers and employees, some of whom serve as named executive officers of our General Partner;

• We, our General Partner, and our subsidiaries, as the case may be, are obligated to reimburse CVR Services for any portion of the costs that CVR Services incurs in providing compensation and benefits, payouts under performance-based bonus plans, and incentive and performance unit payouts to such CVR Energy executive officers and employees while they are providing services to us under the Corporate MSA, some of whom serve as named executive officers of our General Partner;

For more information on the Corporate MSA, see Part II, Item 8, Note 12 (“Related Party Transactions”) and Part III, Item 13 of this Report.

Compensation Philosophy, Objectives and Processes

Our Compensation Committee approves compensation only for Mr.

Pytosh (other than 40% of his base salary and annual bonus and equity-based incentives attributable to his service for CVR Energy and its subsidiaries, which are set by the compensation committee of the board of directors of CVR Energy (the “CVI Compensation Committee”)).

Pytosh (other than 40% of his base salary and annual performance-based bonus and equity-based incentives attributable to his service for CVR Energy and its subsidiaries, which are set by the compensation committee of the board of directors of CVR Energy (the “CVI Compensation Committee”)).

Although our Compensation Committee generally engages in discussions with the CVI Compensation Committee regarding compensation for our named executive officers and the performance of such named executive officers, it does not determine any part of the compensation of those named executive officers, other than Mr.

Pytosh, and has no control over and does not establish or direct the compensation policies or practices of CVR Energy.

Accordingly, while the compensation philosophies, objectives, and processes described below are generally applicable to both the Partnership and CVR Energy, the remainder of this Compensation Discussion and Analysis discusses CVR Partners’ compensation programs in which references to our named executive officers refer solely to Mr.

Accordingly, while the compensation philosophies, objectives, and processes described below are generally applicable to both the Partnership and CVR Energy, the remainder of this CD&A discusses CVR Partners’ compensation programs in which references to our named executive officers refer solely to Mr.

Pytosh, except where otherwise indicated.

In establishing named executive officer compensation, our Compensation Committee (and the CVI Compensation Committee) generally seeks to compensate named executive officers in a way that meaningfully aligns their interests with the interests of our unitholders, including:

• Incentivizing important business priorities such as safety, reliability, environmental performance and earnings growth;

• Aligning the named executive officers’ interests with those of our unitholders and stakeholders, including providing long-term economic benefits to the unitholders;

• Providing competitive financial incentives in the form of salary, bonuses and benefits with the goal of retaining and attracting talented and highly motivated executive officers;

• Maintaining a compensation program whereby the named executive officers, through exceptional performance and equity-based incentive awards, have the opportunity to realize economic rewards commensurate with appropriate gains of other unitholders and stakeholders.

The Compensation Committee takes these main objectives into consideration when creating its compensation programs, setting each element of compensation under those programs, and determining the proper mix of the various compensation

December 31, 2022 | 86

In establishing named executive officer compensation, our Compensation Committee (and the CVI Compensation Committee) generally seeks to:

• Incentivize important business priorities such as safety, reliability, environmental performance and earnings growth through variable compensation earned based on the achievement of related performance goals;

• Align the named executive officers’ interests with those of our unitholders and stakeholders, including providing long-term economic benefits to the unitholders;

• Provide competitive financial incentives in the form of salary, bonuses and benefits with the goal of retaining and attracting talented and highly motivated executive officers;

• Maintain a compensation program whereby the named executive officers, through exceptional performance and equity-based incentive awards, have the opportunity to realize economic rewards commensurate with appropriate gains of other unitholders and stakeholders.

Named executive officer compensation will generally include a mix of fixed elements, intended to provide stability, as well as variable elements, which align pay and performance, incentivizing and rewarding our named executive officers in years where the Partnership achieves superior results.

The Compensation Committee also generally considers, among other factors, the success and performance of the Partnership, the contributions of named executive officers to such success and performance, and the current economic conditions and industry environment in which the Partnership operates.

December 31, 2023 | 88

The Compensation Committee also considers, among other factors, the success and performance of the Partnership, the contributions of named executive officers to such success and performance, and the current economic conditions and industry environment in which the Partnership operates.

From time to time, the Compensation Committee may utilize various tools in evaluating and establishing named executive officer compensation, including their own common sense, knowledge and experience, as well as some or all of the following:

• Input from Board members or management.

The Compensation Committee may from time to time ask that certain members of the Board and/or management provide information and recommendations relating to named executive officer compensation.

Such information typically includes the named executive officers’ roles and responsibilities, job performance, the Partnership’s performance generally and among the industry, and such other information as may be requested by the Compensation Committee.

The Compensation Committee may from time to time ask that certain members of the Board and/or management provide insight into the named executive officers’ roles and responsibilities, job performance, the Partnership’s performance generally and among the industry, and such other information as may be requested by the Compensation Committee, including recommendations relating to named executive officer compensation.

• Market data and peer comparisons.

The Compensation Committee may utilize market data derived from the executive pay practices and levels of industry companies supplemented with broad-based compensation survey data, survey data from the fertilizer, energy, refining and chemical industries that influence the competitive market for executive talent and/or from companies comparable to the Partnership in terms of size and scale.

The Compensation Committee may utilize market data that describes common executive pay practices and the executive pay practices of industry companies, which may be supplemented with broad-based compensation survey data, survey data from the fertilizer, energy, refining and chemical industries that influence the competitive market for executive talent and/or from companies comparable to the Partnership in terms of size and scale.

• The analysis, judgment and expertise of an independent compensation consultant.

1 unchanged sentence

Compensation Risk Assessment

Our Compensation Committee periodically evaluates and considers risks of our compensation policies and practices and those of CVR Energy as generally applicable to employees, including our named executive officers.

Our Compensation Committee periodically evaluates and considers risks related to our compensation policies and practices and those of CVR Energy as generally applicable to employees, including our named executive officers.

Our Compensation Committee believes that neither our policies and practices nor the policies and practices of CVR Energy encourage excessive or unnecessary risk-taking, and are not reasonably likely to have a material adverse effect on us.

In reaching this conclusion, our Compensation Committee reviewed and discussed the design features, characteristics, and performance metrics of our compensation programs, approval mechanisms for compensation, and observed the following factors, among others, which the Compensation Committee believes reduces risks associated with our and CVR Energy’s compensation policies and practices:

In reaching this conclusion, our Compensation Committee reviewed and discussed the design features, characteristics, and performance metrics of our compensation programs and approval mechanisms for compensation and believes the following factors, among others, mitigate any potential risks associated with our and CVR Energy’s compensation policies and practices:

• Our compensation policies and practices are centrally designed and administered;

• Our compensation is balanced among (i) fixed components like salary and benefits, (ii) variable incentives tied to a mix of financial and operational performance, and (iii) variable long-term incentives;

• Our compensation is balanced among (i) fixed components such as salary and benefits, (ii) variable incentives tied to a mix of financial and operational performance, and (iii) variable long-term incentives;

• The Compensation Committee has discretion to adjust performance-based awards when appropriate based on our interests and the interests of our unitholders;

• Certain elements of our compensation contain claw-back provisions.

• We have a Policy for the Recovery of Erroneously Awarded Compensation providing for the recovery or “clawback” of certain compensation awarded to our executive officers, and certain elements of our compensation programs also contain claw-back provisions.

Compensation Process for 2023

In setting named executive officer compensation for 2022, while the Compensation Committee considered the philosophies and objectives described above, it did not engage an independent compensation consultant or reference any reports from an independent compensation consultant.

Instead, the Compensation Committee utilized their own knowledge, experience, and judgment in assessing reasonable compensation and ensuring compensation levels remain competitive in the marketplace, and considered input from management including the Executive Chairman.

In setting named executive officer compensation for 2023, the Compensation Committee considered the philosophies and objectives described above, utilized its members’ knowledge, experience, and judgment in assessing reasonable compensation and ensuring compensation levels remain competitive in the marketplace, and considered input from management including the Executive Chairman.

The Compensation Committee further considered the structure it utilized for 2022 compensation, and because CVR Energy’s compensation philosophies, objectives, and processes are generally aligned with ours, the vote of CVR Energy’s stockholders from its 2023 Annual Meeting, in which CVR Energy stockholders overwhelmingly approved, on an advisory basis, its named executive officer compensation for 2022, including for Mr.

3 unchanged sentences

2023 Target Compensation Mix.

The 2022 target compensation mix for our CEO, Mr.

The 2023 target compensation mix established by the Compensation Committee for our CEO, Mr.

Pytosh, was predominantly variable or “at risk” at 77%.

(1) Comprised of the sum of our CEO’s 2022 base salary, target annual performance-based bonus, and long-term incentive phantom awards.

(1) Comprised of that portion of our CEO’s 2023 base salary, target annual performance-based bonus, and target long-term incentive phantom awards determined by the Partnership.

Actual compensation may differ therefrom.

Compensation Elements.

2 unchanged sentences

Base salaries are set at a level intended to enable CVR Partners to hire and retain executives and to enhance the executive’s motivation in a highly competitive and dynamic environment.

Rather than establishing compensation solely on a formula-driven basis, decisions by our Compensation Committee are made using an approach that considers several important factors in developing compensation levels.

In determining base salary levels, the Compensation Committee takes into account the following factors:

Rather than establishing compensation solely on a formula-driven basis, base-salary determinations by our Compensation Committee are made using an approach that considers several important factors including:

(i) CVR Partners’ financial and operational performance for the year;

4 unchanged sentences

In February 2023, considering the factors set forth above, the Compensation Committee established 2023 base salary for Mr.

Pytosh of $364,796 , making Mr.

Pytosh’s total 2022 base salary, including time dedicated to CVR Energy, $607,993 .

Pytosh of $377,564.

2022 Annual Performance-Based Bonus Results.

During 2022, the Compensation Committee evaluated the metrics included in CVR Partners’ annual performance-based bonus program for 2021 (the “2021 UAN Plan”), which applies to all eligible employees of the Partnership’s subsidiaries (including Mr.

In February 2023, the Compensation Committee evaluated the metrics included in CVR Partners’ annual performance-based bonus program for 2022 (the “2022 UAN Plan”), which applies to all eligible employees of the Partnership’s subsidiaries (including Mr.

Pytosh), and the Partnership’s Mission and Values described in Management’s Discussion and Analysis above, and further considered the Compensation Committee’s objectives of rewarding employees (including named executive officers) for measured performance, aligning employees’ interests with those of its unitholders, encouraging employees to focus on targeted performance, and providing employees with the opportunity to earn additional compensation based on their and the Partnership’s performance.

Based on these considerations, in February 2022, the Compensation Committee approved payout to Mr.

Pytosh under the 2021 UAN Plan of $482,200, approximately 102% of his respective target annual bonus based on his base salary for the Partnership.

Based on these considerations, in February

2 In February 2023 , the CVI Compensation Committee determined a base salary for Mr.

Pytosh of $251,709 based on his time dedicated to CVR Energy.

Pytosh’s collective base salary, including that determined by the Compensation Committee , was $629,273.

December 31, 2023 | 90

2023, the Compensation Committee approved payout to Mr.

Pytosh under the 2022 UAN Plan of $478,000, approximately 97% of his respective target annual bonus based on his base salary for the Partnership.

2023 Annual Performance-Based Bonus.

In February 2022, the Compensation Committee considered the same factors it evaluated in connection with the 2021 UAN Plan, and following consultation with our Executive Chairman, established the 2022 CVR Partners, LP Performance-Based Bonus Plan (the “2022 UAN Plan”), which applies to all eligible employees of the Partnership’s subsidiaries (including Mr.

Pytosh), and contains terms generally equivalent to the 2021 UAN Plan.

In February 2023, the Compensation Committee, following consultation with our Executive Chairman, established the 2023 CVR Partners, LP Performance-Based Bonus Plan (the “2023 UAN Plan”), which applies to all eligible employees of the Partnership’s subsidiaries (including Mr.

Pytosh), and contains terms generally equivalent to the 2022 UAN Plan subject to adjustments to the reliability measures and return on capital employed (“ROCE”) bonus achievement thresholds, as well as to the definition of adjusted EBITDA, among other definitions, and that align with the compensation philosophy and objectives outlined above.

As was the case with the 2022 UAN Plan, payout under the 2023 UAN Plan was dependent first on achievement of an Adjusted EBITDA Threshold 4 and following achievement thereof, based upon the achievement of the Partnership under the performance measures specified below, followed by an adjustment based on employees’ individual performance.

These performance measures, including the threshold, target, and maximum performance goals for each such performance measure, were determined by the Compensation Committee based on its discussions with management including the Executive Chairman and the Directors’ knowledge and experience, and were selected with the goals of enforcing the Partnership’s Mission and Values, optimizing operations, maintaining financial stability, and providing a safe and environmentally responsible workplace intended to maximize CVR Partners’ overall performance resulting in increased unitholder value.

The Partnership performance measures in the 2022 UAN Plan were substantially the same as the 2021 UAN Plan, and included the following:

The Partnership performance measures in the 2023 UAN Plan are as follows:

Environmental Health & Safety (“EH&S”) Measures (25%)

Three measures evenly weighted (33-1/3% each):

Total Recordable Incident Rate (TRIR), Process Safety Tier I Incident Rate (PSIR), and Environmental Events (EE):

Total Recordable Injury Rate (TRIR), Process Safety Tier I Incident Rate (PSIR), and Environmental Events (EE):

Percentage Change (over the prior year) Bonus Achievement

Increase in Incident Rate or Incidents Zero

Increase in TRIR, PSIR or EE

0% 50% of Target Percentage (Threshold)

6 unchanged sentences

Reliability Bonus Achievement

Greater than 8.0% Zero

Greater than 7.0%

7% 50% of Target Percentage (Threshold)

6.01% to 7.99% Linear Interpolation between Threshold and Target

5.01% to 6.99%

Linear Interpolation between Threshold and Target

5% Target Percentage

5.0% to 5.99% Linear Interpolation between Target and Maximum

Less than 5.0% 150% of Target (Maximum)

4.0% to 4.99%

Linear Interpolation between Target and Maximum

Less than 4.0%

150% of Target (Maximum)

3 In February 2023, the CVI Compensation Committee approved payout to Mr.

Pytosh under the 2022 Performance-based bonus plan of CVR Energy (“2022 CVI Plan”) of $373,500, approximately 118% of target, based on base-salary determined by CVR Energy.

4 Per the 2023 UAN Plan, “Adjusted EBITDA Threshold” means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt for the given Performance Period, and board-directed actions.

Adjusted EBITDA and the Adjusted EBITDA Threshold are non-GAAP financial measures and the Adjusted EBITDA Threshold is not the equivalent of Adjusted EBITDA as reflected in this Annual Report in Part II, Item 7.

Non-GAAP Reconciliations .

December 31, 2023 | 91

Equipment Utilization Bonus Achievement

5 unchanged sentences

Greater than 105% 150% of Target (Maximum)

1 Per the 2022 UAN Plan, “Adjusted EBITDA Threshold” means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt for the given Performance Period, and board-directed actions.

December 31, 2022 | 89

Operating Expense Bonus Achievement

12 unchanged sentences

Fifth 50% of Target Percentage

Sixth 50% of Target Percentage (Minimum)

The Peer Group utilized in the 2022 UAN Plan for determination of return on capital employed (“ROCE”) was selected by the Compensation Committee based on discussions with the Executive Chairman and the President and Chief Executive Officer and the Directors’ knowledge of the fertilizer industry, and was intended to include companies in the fertilizer industry with similar operations to the Partnership and those with which the Partnership competes for executive talent.

The Peer Group utilized in the 2023 UAN Plan for determination of ROCE was selected by the Compensation Committee based on discussions with the Executive Chairman and the President and Chief Executive Officer and the Directors’ knowledge of the fertilizer industry, and was intended to include companies in the fertilizer industry with similar operations to the Partnership and those with which the Partnership competes for executive talent.

The Compensation Committee elected to keep the Peer Group for 2023 the same as 2022, including CF Industries Holdings, Inc.;

9 unchanged sentences

2023 Annual Performance-Based Bonus Results

In February 2023, the Compensation Committee evaluated the metrics included in the 2022 UAN Plan.

Pursuant to its evaluation of the performance of the Partnership under the 2022 UAN Plan, the Compensation Committee determined that the Partnership had achieved Adjusted EBITDA under the 2022 UAN Plan in excess of the Adjusted EBITDA Threshold, and

In February 2024, the Compensation Committee evaluated and certified to the performance metrics included in the 2023 UAN Plan and determined that the Partnership had achieved Adjusted EBITDA under the 2023 UAN Plan in excess of the

December 31, 2023 | 92

thereafter determined that the Partnership’s achievement of the metrics under the 2022 UAN Plan resulted in payout of 97% of target, based on the following:

Adjusted EBITDA Threshold, and thereafter determined that the Partnership’s achievement of the metrics under the 2023 UAN Plan resulted in payout of 100% of target, based on the following:

Measure 2023 Actual

Bonus Achievement

TRIR Decrease of 86% 150 %

TRIR Increase of 367%

PSIR Decrease of 100%

EE 4 events 150 %

EE Less than 20

Overall EH&S 100 %

2 unchanged sentences

Operating Expenses 110.0% 0 %

ROCE Third 113 %

Overall Financial 101 %

1 unchanged sentence

Pytosh under the 2023 UAN Plan of $506,400, approximately 100% of his respective target annual bonus based on his base salary for the Partnership.

The CVI Compensation Committee also awarded a payout to Mr.

Pytosh under the 2022 performance-based bonus plan for CVR Energy (the “2022 CVI Plan”), based on CVR Energy’s achievement under the 2022 CVI Plan, which contains measures generally equivalent to the measures applicable under the 2022 UAN Plan, of 118%, resulting in a total performance-based bonus payout of $851,500.

Long-Term Incentive Awards.

The Compensation Committee believes long-term incentive compensation is one of the most crucial elements of its compensation program.

The Compensation Committee believes long-term incentive compensation is one of the most crucial elements of its compensation program because it aligns the interests of management with our unitholders and serves to both incentivize and retain executives.

The amount of a long-term incentive award is made after consideration of various relevant factors including the named executives’ overall compensation package, the compensation philosophies and objectives described above, the Partnership’s interest in rewarding long-term performance of, and in retaining, its named executive officers and the ability to generate greater future value if the value of CVR Partners increases for all of its unitholders.

9 unchanged sentences

These severance provisions are described below in “Change-in-Control and Termination Payments.”

5 In February 2024, The CVI Compensation Committee also awarded a payout to Mr.

Pytosh under the 2023 performance-based bonus plan for CVR Energy (the “2023 CVI Plan”), based on CVR Energy’s achievement under the 2023 CVI Plan, which contains measures generally equivalent to the measures applicable under the 2023 UAN Plan, of 108%, resulting in a total performance-based bonus payout of $865,700.

6 Effective December 2022, as part of his 2023 compensation, the CVI Compensation Committee awarded Mr.

Pytosh 12,348 incentive units in connection with the long-term incentive plan of CVR Energy (the “CVI LTIP”), which will vest in one-third increments every December following the date of award, subject to the terms of the award agreement.

December 31, 2023 | 93

2023 Named Executive Officer Compensation - CVR Energy

1 unchanged sentence

Related to 2023, the CVI Compensation Committee approved:

December 31, 2022 | 91

• 2023 Compensation Structure.

6 unchanged sentences

• 2022 Performance-Based Bonus Plan Results .

The 2021 performance-based bonus plan for CVR Energy (the “2021 CVI Plan”), including target payouts as a percentage of base salary of 150% for Mr.

The 2022 CVI Plan, including target payouts as a percentage of base salary of 150% for Mr.

Lamp, 135% for Mr.

3 unchanged sentences

Conaway, contained terms and performance measures substantially similar to the 2021 CVI Plan and the 2022 UAN Plan subject to, in the case of comparison to the 2020 CVI Plan, the adjustment of Adjusted EBITDA and Adjusted EBITDA Threshold.

2 The peer group in the 2021 CVI Plan was the same as in the 2020 CVI Plan, and included six publicly traded petroleum refining and marketing companies the CVI Compensation Committee considered to be similar to CVR Energy with respect to operations and also competitive with CVR Energy for executive talent (Valero Energy Corp.;

7 The peer group in the 2022 CVI Plan was the same as in the 2021 CVI Plan, and included six publicly traded petroleum refining and marketing companies the CVI Compensation Committee considered to be similar to CVR Energy with respect to operations and also competitive with CVR Energy for executive talent (Delek US Holdings, Inc.;

HollyFrontier Corporation 8 ;

Marathon Petroleum Corp.;

Par Pacific Holdings, Inc.;

PBF Energy Inc.;

Delek US Holdings, Inc.;

HollyFrontier Corp.;

and Par Pacific Holdings, Inc.

(collectively, the “2021 Peer Group”)).

and Valero Energy Corp.(collectively, the “2022 Peer Group”)).

In February 2023, the CVI Compensation Committee approved payouts for Messrs.

1 unchanged sentence

Buhrig under the 2022 CVI Plan of $1,947,100, $373,500, $650,200, $198,000, and $886,000, respectively.

• Project Renew Bonus .

In February 2023, the CVI Compensation Committee approved one-time bonuses for Messrs.

Neumann and Conaway and Ms.

Buhrig of $150,000, $50,000, and $200,000, respectively, in each case in recognition of their respective outstanding performance in connection with, and the successful completion of CVR Energy’s effort to transform its business by segregating its renewables business, operations and assets from its other business lines.

• 2023 Performance-Based Bonus Plan Results.

4 unchanged sentences

Buhrig, and 60% for Mr.

Conaway, contained terms and performance measures substantially similar to the 2021 CVI Plan and the 2022 UAN Plan subject to adjustment of Adjusted EBITDA and the Adjusted EBITDA Threshold.

Conaway, contained terms and performance measures substantially similar to the 2022 CVI Plan, other than the same adjustments made to the 2023 UAN Plan outlined earlier herein.

The peer group in the 2023 CVI Plan is the same as in the 2022 CVI Plan.

3 unchanged sentences

• 2023 Long-Term Incentive Awards.

In December 2021, as part of 2022 compensation, incentive units in connection with the long-term incentive plan of CVR Energy (the “CVI LTIP”) were granted to Messrs.

In December 2022, as part of 2023 compensation, incentive units in connection with the CVI LTIP were granted to Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

2 unchanged sentences

Equity Ownership Requirements.

CVR Partners has not established equity ownership requirements for its executive officers, and all long-term incentive or phantom awards, as applicable, are generally settled in cash.

CVR Partners has not established equity ownership requirements for its executive officers, and all long-term incentive or phantom awards issued in connection with but not under the CVI LTIP or UAN LTIP, as applicable, are generally settled in cash.

The Compensation Committee believes that cash-settled awards provide the executive officers with a more attractive compensation package and are less burdensome for the Partnership to administer than equity-settled awards.

1 unchanged sentence

We have a policy that prohibits our directors and named executive officers from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of CVR Partners securities by selling securities of CVR Partners “short”, and we recommend all employees follow this practice.

We also strongly recommend that directors, named executive officers and employees, as well as persons residing in their households, not trade in exchange-traded or other third-party options, warrants, puts and calls or similar instruments on CVR Partners securities, hold securities of CVR Partners in margin accounts, or conduct “sales against the box” (i.e., selling of borrowed securities without ownership of sufficient shares to cover the sale).

Recoupment of Compensation .

In addition to any claw-back provisions applicable under the Dodd-Frank Wall Street Reform and Consumer Protection Act, NYSE listing standards or other applicable laws and regulations, our long-term incentive plan award agreements and performance-based bonus plan contain provisions providing for cancellation, forfeiture, rescission, repayment, recoupment or claw-back, as applicable, of certain compensation paid to our employees, including our named executive officers, under certain circumstances, including in the event of (i) a restatement of the financial results of CVR Partners that would reduce (or would have reduced) the amount of any previously awarded phantom units, (ii) a determination by the Board or the Compensation Committee that the grantee of an award has engaged in misconduct (including by omission) or that an event or condition has occurred, which, in each case, would have given the Partnership or its subsidiaries the right to

We also strongly recommend that directors, named executive officers and employees, as well as persons residing in their households, not trade in exchange-traded

7 Per the 2022 CVI Plan, Adjusted EBITDA Threshold means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt for the given performance period and board-directed items.

8 Now known as HF Sinclair Corporation.

9 Such incentive units were consistent with the named executive officer target awards, as determined by the Compensation Committee or CVI Compensation Committee, as applicable, representing, as a percentage of base salary, 150% for Mr.

Lamp, 200% for Mr.

Pytosh, 120% for each of Mr.

Neumann and Ms.

Buhrig, and 60% for Mr.

December 31, 2023 | 94

terminate the grantee’s employment for cause, (iii) misconduct or gross dereliction of duty resulting in a violation of law or Partnership policy that causes significant harm to the Partnership, or (iv) other triggering events defined in the long-term incentive plan award agreements and the CVR Partners’ performance-based bonus plan.

or other third-party options, warrants, puts and calls or similar instruments on CVR Partners securities, hold securities of CVR Partners in margin accounts, or conduct “sales against the box” (i.e., selling of borrowed securities without ownership of sufficient shares to cover the sale).

Clawback / Recoupment of Compensation .

In October 2023, the Board approved a Clawback Policy applicable to executive officers that implements the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the NYSE listing standards, which requires recovery of incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the Partnership is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

Additionally, our long-term incentive plan award agreements and performance-based bonus plan contain provisions providing for cancellation, forfeiture, rescission, repayment, recoupment or claw-back, as applicable, of certain compensation paid to our employees, including our named executive officers, under certain circumstances, including in the event of (i) a restatement of the financial results of CVR Partners that would reduce (or would have reduced) the amount of any previously awarded phantom units, (ii) a determination by the Board or the Compensation Committee that the grantee of an award has engaged in misconduct (including by omission) or that an event or condition has occurred, which, in each case, would have given the Partnership or its subsidiaries the right to terminate the grantee’s employment for cause, (iii) misconduct or gross dereliction of duty resulting in a violation of law or Partnership policy that causes significant harm to the Partnership, or (iv) other triggering events defined in the long-term incentive plan award agreements and the CVR Partners’ performance-based bonus plan.

December 31, 2023 | 95

Compensation Committee Report

The Compensation Committee of our General Partner has reviewed and discussed the Compensation Discussion and Analysis with management.

Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Report.

The Compensation Committee of our General Partner has reviewed and discussed the CD&A with management.

Based on this review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this Report.

Compensation Committee

David Willetts

Jordan Bleznick

February 21, 2024

1 unchanged sentence

Summary Compensation Table

The following table sets forth the compensation paid to the named executive officers during the years ended December 31, 2022, 2021, and 2020.

All compensation paid to such named executive officers is reflected in the table, not only the portion of compensation attributable to services performed for our business.

The following table sets forth the compensation for our named executive officers for the years ended December 31, 2023, 2022, and 2021.

The compensation shown reflects not only the portion of such named executive officers’ compensation defined by the Compensation Committee and attributable to services performed for our business, but also the portion of such named executive officers’ compensation defined by the CVI Compensation Committee and attributable to services performed for CVR Energy.

Name and Principal Position Year Salary (1)

9 unchanged sentences

2022 450,000 — 453,609 650,200 18,740 1,572,549

2021 286,961 — 382,965 250,400 440 920,766

Buhrig, Executive Vice President, General Counsel and Secretary 2023 $ 631,875 $ 200,000 $ 731,381 $ 843,800 $ 20,610 $ 2,427,666

3 unchanged sentences

2022 293,626 — 133,057 198,000 18,611 643,294

(1) Amounts in this column for 2022 reflect:

Lamp, the base salary defined in his employment agreement dated December 22, 2021 (the “2021 Employment Agreement”);

and (b) for Mr.

Neumann, the total base salary received in 2022, including as a result of salary adjustments approved by the CVR Energy Compensation Committee in February and October 2022.

For 2021, amounts for Messrs.

Neumann and Conaway reflect total compensation received, including for time periods prior to their appointment to Chief Financial Officer and Chief Accounting Officer, in October and August 2021, respectively.

2021 238,849 — 138,815 128,000 279 505,943

(1) Amounts in this column reflect the base salaries of the named executive officers, and (i) for 2022 for Mr.

Neumann, the total base salary received, including as a result of salary adjustments approved by the CVI Compensation Committee in February and October 2022, and (ii) for 2021, amounts for Messrs.

Neumann and Conaway, total compensation received, including for time periods prior to their appointment to Chief Financial Officer and Chief Accounting Officer, in October and August 2021, respectively.

(2) Amounts in this column include a discretionary bonus amount, if any, paid based on individual performance, significant achievements, and related factors.

(3) Amounts in this column reflect the aggregate grant date fair value, as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), of incentive units granted to each named executive officer during the periods specified in connection with the CVI LTIP, and for Mr.

Pytosh, incentive units granted in connection with the CVI LTIP plus phantom units granted in connection with the CVR Partners LTIP.

Amounts in this column for 2023 for Messrs.

Neumann and Conaway and Ms.

Buhrig represent one-time bonuses in recognition of their respective outstanding performance in connection with, and the successful completion of, CVR Energy’s effort to transform its business by segregating its renewables business, operations and assets from its other business lines.

Pytosh, phantom units granted in connection with the CVR Partners LTIP.

(4) Amounts in this column reflect:

(a) for 2022, amounts earned under the 2022 CVI Plan, and for Mr.

Pytosh, amounts earned under the 2022 UAN Plan plus amounts earned under the 2022 CVI Plan, which are expected to be paid in March 2023;

(b) for 2021, amounts earned under the 2021 CVI Plan, and for Mr.

Pytosh, amounts earned under the 2021 UAN Plan plus amounts earned under the 2021 CVI Plan;

(a) for 2023, amounts earned under the 2023 CVI Plan, and additionally for Mr.

Pytosh, amounts earned under the 2023 UAN Plan, which are expected to be paid in March 2024;

(b) for 2022, amounts earned under the 2022 CVI Plan, and additionally for Mr.

Pytosh, amounts earned under the 2022 UAN Plan, each of which were paid in the following year;

and (c) for 2021, for Mr.

Pytosh, amounts earned under the 2020 UAN Plan.

(5) Amounts in this column for 2022 include the following:

(a) a company contribution under the CVR Energy 401(k) plan of $18,300 for each of Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

(b) a company contribution under the CVR Energy basic life insurance program of $6,858 for Mr.

Lamp, $2,322 for Mr.

Pytosh, $440 for Mr.

Neumann, $810 for Ms.

Buhrig, and $311 for Mr.

and (c) for Mr.

Pytosh, amounts earned under the 2021 UAN Plan paid in the following year.

(5) Amounts in this column reflect the following:

401(k) Plan (a)

Life Insurance (b)

2023 2022 2021 2023 2022 2021 2023 2022 2021

Lamp $ 19,800 $ 18,300 $ — $ 6,858 $ 6,858 $ 3,564 $ — $ 1,154 $ —

Pytosh 19,800 18,300 — 2,322 2,322 2,322 — — —

Neumann 19,800 18,300 — 486 440 440 — — —

Buhrig 19,800 18,300 — 810 810 810 — — —

Conaway 19,800 18,300 — 668 311 279 — — —

(a) Reflects employer contributions under the CVR Energy 401(k) plan.

December 31, 2023 | 97

(b) Reflects the imputed income amount that is included in taxable income for each named executive officer pursuant to the Group Term Life Insurance Plan.

Lamp, a retroactive catch-up payment equal to the difference between Mr.

Lamp’s prior base salary and the base salary under the 2021 Employment Agreement for the 10-day period from December 22, 2021 to December 31, 2021, of $1,154.

Amounts in this column for 2021 include the following:

(a) a company contribution under the CVR Energy basic life insurance program of $3,564 for Mr.

Lamp, $2,322 for Mr.

Pytosh, $440 for Mr.

Neumann, $810 for Ms.

Lamp’s prior base salary and the base salary under the 2021 Employment Agreement for the 10-day period from December 22, 2021 to December 31, 2021.

As described in more detail in the CD&A, the named executive officers, including Mr.

Pytosh, are employed by a subsidiary of CVR Energy and dedicated only a portion of their time to our business in 2023, with the remainder dedicated to the business of CVR Energy and its subsidiaries.

The following table outlines 2023 compensation paid or granted to the named executive officers that was attributable to their service to our business, based on the approximate percentage of time that each of them dedicated thereto during 2023 (10%, 18%, and 20% for Messrs.

Lamp, Neumann, and Conaway, respectively, and 20% for Ms.

Buhrig), and for Mr.

Amounts in this column for 2020 include the following:

(a) a company contribution under the CVR Energy 401(k) plan of $17,100 for each of Messrs.

Lamp and Pytosh and Ms.

and (b) a company contribution under the CVR Energy basic life insurance program of $3,701 for Mr.

Lamp, $2,411 for Mr.

Pytosh, and $841 for Ms.

As described in more detail in the Compensation Discussion and Analysis, the named executive officers, including Mr.

Pytosh, are employed by CVR Services and dedicated only a portion of their time to our business in 2022, with the remainder dedicated to the business of CVR Energy and its subsidiaries.

The following table outlines 2022 compensation paid or granted to the named executive officers who are employed by CVR Services and was attributable to their service to our business, based on the approximate percentage of time that each of them dedicated to our business during 2022 (10%, 60%, 18%, and 20% for Messrs.

Lamp, Pytosh, Neumann, and Conaway,

December 31, 2022 | 95

respectively, and 20% for Ms.

Buhrig), including the Stock Award and Non-Equity Incentive Compensation for Mr.

Pytosh granted to him by the Compensation Committee.

Name Salary Bonus Stock Awards Non-Equity Incentive

Compensation All Other Compensation

Pytosh, the compensation determined by the Compensation Committee.

Name Salary Bonus Stock Awards Non-Equity Incentive Plan

All Other Compensation

Lamp $ 110,000 $ — $ 159,208 $ 178,210 $ 2,666

13 unchanged sentences

Stock or Units Grant Date Fair Value

Lamp 2022 CVI Plan n/a $ 68,750 $ 1,650,000 $ 2,475,000 — —

Lamp 2023 CVI Plan 2/17/23 $ 68,756 $ 1,650,000 $ 2,475,000 — —

Incentive Units 12/13/23 — — — 52,165 $ 1,592,076

Pytosh 2022 CVI Plan n/a $ 13,680 $ 328,316 $ 492,474 — —

2022 UAN Plan n/a 20,520 492,474 738,711 — —

Pytosh 2023 CVI Plan 2/17/23 $ 14,160 $ 339,807 $ 509,711 — —

2023 UAN Plan 2/17/23 21,240 509,711 764,567 — —

Incentive Units 12/13/23 — — — 15,921 $ 485,909

Phantom Units 12/13/23 — — — 11,066 695,941

Neumann 2022 CVI Plan n/a $ 22,500 $ 540,000 $ 810,000 — —

Neumann 2023 CVI Plan 2/17/23 $ 26,127 $ 627,000 $ 940,500 — —

Incentive Units 12/13/23 19,822 $ 604,967

Buhrig 2022 CVI Plan n/a $ 29,947 $ 718,721 $ 1,078,081 — —

Buhrig 2023 CVI Plan 2/17/23 $ 31,596 $ 758,250 $ 1,137,375 — —

Incentive Units 12/13/23 23,964 $ 731,381

Conaway 2022 CVI Plan n/a $ 7,341 $ 176,176 $ 264,263 — —

Conaway 2023 CVI Plan 2/17/23 $ 8,075 $ 193,793 $ 290,690 — —

Incentive Units 12/13/23 — — — 6,133 $ 187,179

2 unchanged sentences

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig) in respect of 2022 performance with respect to each performance measure, excluding the impact of any individual discretionary performance adjustments.

Buhrig) with respect to each performance measure, excluding the impact of any individual discretionary performance adjustments.

The performance measures for 2023 were set by the Compensation Committee and the CVI Compensation Committee, as applicable, as described in the “Compensation Discussion and Analysis”.

4 unchanged sentences

Buhrig by CVR Energy during 2023 as part of 2024 compensation in connection with the CVI LTIP.

(3) For the 2022 UAN Plan and the 2022 CVI Plan, ‘Threshold’ represents the minimum payout under the 2022 UAN Plan and the 2022 CVI Plan, as applicable, assuming the Partnership and CVR Energy, as applicable, have satisfied the Adjusted EBITDA Thresholds and have achieved performance under one of the EH&S measures equal to the prior year performance, resulting in a payout of 50% of the 8.33% measure value, or 4.167% of total target payout.

For more information and full description of the 2022 CVI Plan and the 2022 UAN Plan, see “Compensation Discussion and Analysis.” However, in certain circumstances, including in the event the Adjusted EBITDA Threshold is not achieved, the named executive officers may receive payout that is less than the Threshold or zero.

December 31, 2023 | 98

Employment Agreements

(3) For the 2023 UAN Plan and the 2023 CVI Plan, ‘Threshold’ represents the minimum payout thereunder, assuming the Partnership and CVR Energy, as applicable, have satisfied the Adjusted EBITDA Thresholds and have achieved performance under one of the EH&S measures equal to the prior year performance, resulting in a payout of 50% of the 8.33% measure value, or 4.167% of total target payout.

For more information and full description of the 2023 CVI Plan and the 2023 UAN Plan, see “Compensation Discussion and Analysis.” However, in certain circumstances, including in the event the Adjusted EBITDA Threshold is not achieved, the named executive officers may receive payout that is less than the Threshold or zero.

Employment Agreement and Incentive Payment

Employment Agreements with CVR Partners.

1 unchanged sentence

Employment Agreements with CVR Energy.

None of our named executive officers have an employment agreement with CVR Energy or its subsidiaries other than Mr.

On December 22, 2021, CVR Energy and Mr.

Lamp entered into a new employment agreement (the “2021 Employment Agreement”), which was effective immediately and superseded and replaced in the entirety, Mr Lamp’s prior employment agreement.

The 2021 Employment Agreement has an approximate three-year term, which expires on December 31, 2024, unless otherwise terminated by CVR Energy or Mr.

Other than Mr.

Lamp, none of our named executive officers have an employment agreement with CVR Energy or its subsidiaries.

Lamp’s employment agreement, which was effective on December 22, 2021 (the “2021 Employment Agreement”), has an approximate three-year term, which expires on December 31, 2024, unless otherwise terminated, amended, or extended by CVR Energy or Mr.

Under the 2021 Employment Agreement, in addition to the ability to participate in such health, insurance, retirement and other employee benefit plans and programs of CVR Energy in effect from time to time on the same basis as other senior executives of CVR Energy, Mr.

1 unchanged sentence

• An annual base salary of $1,100,000;

• A performance-based annual cash bonus with a target payment equal to 150% of his annual base salary, to be based upon individual and/or performance criteria as established by the CVI Compensation Committee;

• For each fiscal year during the term of the 2021 Employment Agreement, an incentive unit award equal to 150% of his base salary (or such other amount as agreed to by the CVR Energy and Mr.

• A performance-based annual cash bonus with a target payment equal to 150% of his annual base salary, with the actual amount of such bonus received based upon individual and/or performance criteria as established by the CVI Compensation Committee;

• For each fiscal year during the term of the 2021 Employment Agreement, an incentive unit award equal to 150% of his base salary (or such other amount as agreed to by CVR Energy and Mr.

Lamp) granted in connection with the CVI LTIP.

The 2021 Employment Agreement provides for the payment of certain severance payments to Mr.

Lamp that may be due following termination of his employment under certain circumstances and are described below under “Change-in-Control and Termination Payments,” and requires Mr.

The 2021 Employment Agreement also provides Mr.

Lamp with severance payments in connection with the termination of Mr.

Lamp’s employment under certain circumstances, which payments are described below under “Change-in-Control and Termination Payments,” and requires Mr.

Lamp to abide by a perpetual restrictive covenant relating to non-disclosure and non-disparagement, as well as covenants relating to non-solicitation and non-competition that govern during his employment and thereafter for the period severance is paid and, if no severance is paid, for six months following termination of employment.

10 unchanged sentences

Lamp for good reason (as defined in the 2021 Employment Agreement) on or after the satisfaction of the foregoing conditions and prior to December 30, 2024).

Lamp will not under any circumstance be entitled to receive more than one Incentive Payment and if he becomes entitled to the Incentive Payment under the terms of the 2021 Employment Agreement, Mr.

Lamp will not under any circumstance be entitled to receive

December 31, 2023 | 99

more than one Incentive Payment and if he becomes entitled to the Incentive Payment under the terms of the 2021 Employment Agreement, Mr.

Lamp will immediately forfeit any right to payments under the PU Award Agreement.

The descriptions of these agreements are qualified in their entirety by the text of such agreements, each as referenced in previous filings with the SEC and as exhibits to this Annual Report on Form 10-K.

December 31, 2022 | 97

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information concerning outstanding phantom unit awards granted in connection with the CVR Partners LTIP that were held by certain of the named executive officers, as well as outstanding incentive unit awards made by CVR Energy granted in connection with the CVI LTIP and for which the Partnership will share in the expense, both as of December 31, 2022.

The following table sets forth information concerning outstanding phantom unit awards granted in connection with the UAN LTIP that were held by certain of the named executive officers, as well as outstanding incentive unit awards made by CVR Energy granted in connection with the CVI LTIP and for which the Partnership will share in the expense, both as of December 31, 2023.

This table also includes information regarding outstanding incentive unit awards made by CVR Energy to Mr.

23 unchanged sentences

Incentive Units 12/13/23 6,133 (3)

Incentive Units 12/14/22 4,468 (3)

(1) These incentive and phantom units vest ratably in annual installments in each of the three years following the date of grant, subject to the terms of the applicable award agreement.

2 unchanged sentences

(b) for incentive units issued on December 14, 2022, $34.80 (equal to the CVI Closing Price plus $4.50 in accrued dividends);

(c) for incentive units issued on August 19, 2020 and December 9, 2020, $41.03 (equal to the CVI Closing Price plus $9.69 in accrued dividends);

(c) for incentive units issued on December 8, 2021, $39.60 (equal to the CVI Closing Price plus $9.30 in accrued dividends);

(d) for phantom units issued on December 13, 2023, $65.50 (equal to the December 31, 2023 closing price of Partnership common units (the “UAN Closing Price”));

1 unchanged sentence

and (f) for phantom units issued on December 8, 2021, $111.44 (equal to the UAN Closing Price, plus $45.94 in accrued distributions).

(3) The Partnership will share in a pro-rated portion of the costs associated with these awards based on the percentage of time that the named executive officer dedicates to our business during the year of vesting.

(3) The Partnership will share in a pro-rated portion of the expense associated with these awards based on the percentage of time that the named executive officer dedicates to our business during the year of vesting.

December 31, 2023 | 100

27 unchanged sentences

Incentive Units 2,804 112,917 (2)

Incentive Units 1,490 52,850 (3)

7,203 $ 298,123

(1) For incentive units for Messrs.

Lamp, Pytosh, and Neumann and Ms.

Buhrig that vested during fiscal year 2022, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $10.89 in accrued dividends.

(2) For incentive units for Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

(3) For incentive units for Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

(4) For phantom units that vested during fiscal year 2022, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the award agreement, and (ii) accrued distributions of $23.97 per unit.

(1) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $14.19 in accrued dividends.

(2) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $9.30 in accrued dividends.

(3) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $4.50 in accrued dividends.

(4) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the award agreement, and (ii) accrued distributions of $50.59 per unit.

(5) Accrued distributions have been adjusted to reflect the reverse unit split of the Partnership’s common units that was effective as of November 23, 2020.

(6) For phantom units that vested during fiscal year 2022, the amount reflected includes a per unit value equal to the average closing price of CVR Partners’ common units in accordance with the award agreement, and (ii) accrued distributions of $19.32 per unit.

(7) For incentive units for Mr.

Conaway that vested during fiscal year 2022, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $5.29 in accrued dividends.

(6) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the award agreement, and (ii) accrued distributions of $45.94 per unit.

(7) The amount reflected includes a per unit value equal to the average closing price of CVR Partners’ common units in accordance with the award agreement, and (ii) accrued distributions of $26.62 per unit.

(8) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $10.69 in accrued dividends.

December 31, 2023 | 101

1 unchanged sentence

Our General Partner and its affiliates are reimbursed for expenses incurred on our behalf under the Corporate MSA.

See “Certain Relationships and Related Transactions, and Director Independence - Agreements with CVR Energy and its Subsidiaries.” These expenses include the costs of employee, officer and director compensation and benefits properly allocable to us, and all other expenses necessary or appropriate to the conduct of our business and allocable to us.

Refer to Part II, Item 8, Note 12 (“Related Party Transactions”) and Part III, Item 13 of this Report for additional information.

These expenses include the costs of employee, officer and director compensation and benefits properly allocable to us, and all other expenses necessary or appropriate to the conduct of our business and allocable to us.

These expenses also include costs incurred by CVR Energy or its affiliates in rendering corporate staff and support services to us pursuant to the Corporate MSA, including a pro-rata portion of the compensation of CVR Energy’s executive officers who provide management services to us based on the amount of time such executive officers devote to our business.

5 unchanged sentences

2021 Employment Agreement .

Lamp’s employment is terminated, he is entitled to the following benefits as more fully described in the 2021 Employment Agreement:

Lamp’s employment is terminated, he may become entitled to the following benefits as more fully described in the 2021 Employment Agreement:

Reason for Employment Termination Accrued Amounts (1)

2 unchanged sentences

Incentive Payment (4)

Death, Disability or Termination other than for cause not in connection with a change-in-control ü ü ü

Resignation for good reason ü ü ü

Death, Disability or Termination other than for cause or Resignation for good reason, in each case not in connection with a change-in-control

Resignation or Retirement ü

Termination without cause in connection with a change-in-control (5)

Resignation for good reason in connection with a change-in-control (5)

Termination without cause or Resignation for good reason, in each case in connection with a change-in-control (5)

(1) Includes base salary earned but unpaid through date of termination or resignation, earned but unpaid Annual Bonus for completed fiscal years, unused accrued paid time off, unreimbursed expenses, accrued and vested rights or benefits under any CVR Energy sponsored employee benefit plans.

2 unchanged sentences

(4) $10 million.

(5) Change-in-Control Related Termination (as defined in his 2021 Employment Agreement), occurring within the 120-day period prior to the change of control and payable within 30 days following the consummation of the change in control.

(5) Termination or resignation is considered to be in connection with a change-in-control if it is a Change-in-Control Related Termination (as defined in his 2021 Employment Agreement), which is a termination of employment other than for cause or a resignation for good reason, in each case occurring within the 120-day period prior to the change-of -control and relating to such change-of-control.

For the avoidance of doubt, such benefits are conditioned upon the consummation of a change-in-control on or prior to December 31, 2025.

December 31, 2022 | 100

As a condition to receiving these severance benefits, Mr.

2 unchanged sentences

If any payments or distributions due to Mr.

Lamp under his 2021 Employment Agreement would be subject to the excise tax imposed under Section 4999 of the Code, then such payments or distributions will be “cut back” only if that reduction would be more beneficial to him on an after-tax basis than if there was no reduction.

Lamp would be subject to the excise tax imposed under Section 4999 of the Code,

December 31, 2023 | 102

then such payments or distributions will be “cut back” only if that reduction would be more beneficial to him on an after-tax basis than if there was no reduction.

The meaning of all terms used, but not defined in this description of these benefits to which Mr.

17 unchanged sentences

Award Agreements.

Under award agreements issued in connection with the CVR Partners LTIP, as well as in connection with the CVI LTIP, each of Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig are also eligible for accelerated vesting of certain unvested incentive units upon certain termination events, which generally represents the right to receive, upon vesting, a cash payment equal to (i) the number of units times the average closing price of a common unit of Partnership or a common share of CVR Energy, as applicable, for the ten trading days preceding the vest date, plus (ii) the per unit cash value of distributions declared and paid by the Partnership and dividends declared and paid by CVR Energy, as applicable, from the grant date to and including the vest date.

These awards generally provide for acceleration upon certain termination events, as follows:

Under the award agreements issued in connection with the UAN LTIP, as well as in connection with the CVI LTIP, each of our named executive officers are also eligible for accelerated vesting of certain unvested incentive units upon the events described below.

Upon such accelerated vesting, the named executive officers will receive a cash payment equal to (i) the number of units times the average closing price of a common unit of Partnership or a common share of CVR Energy, as applicable, for the ten trading days preceding the vest date, plus (ii) the per unit cash value of distributions and dividends declared and paid by the Partnership or CVR Energy, as applicable, from the grant date to and including the vest date.

These award agreements generally provide for acceleration upon certain termination events, as follows:

• For awards issued after February 21, 2022, if the phantom units or incentive units, as applicable, are cancelled or if such named executive officer (a) is terminated other than for cause, or (b) is terminated due to death or disability, then the portion of any award scheduled to vest within twelve months of such event becomes immediately vested and the remaining portion is forfeited.

• For awards issued before February 21, 2022, if the phantom units or incentive units, as applicable, are cancelled or if such named executive officer (a) is terminated other than for cause, or (b) is terminated due to death or disability, then the portion of any award scheduled to vest in the year such event occurs shall become immediately vested and the remaining portion is forfeited.

Cash Severance and Accelerated Vesting Payments

The following table reflects the value of potential post-employment payments and benefits to the named executive officers assuming the triggering employment termination event took place on December 31, 2022.

Pursuant to the Corporate MSA, we

Potential Payments upon Termination or Change in Control

The following table reflects amounts payable to our named executive officers as a result of the hypothetical termination events outlined below assuming the triggering employment termination event took place on December 31, 2023.

Pursuant to the Corporate MSA, we are responsible for the payment of our proportionate share of these severance benefits under the 2021 Employment Agreement, the CVI Severance Plan, award agreements, and other benefits costs following the termination of

December 31, 2023 | 103

are responsible for the payment of our proportionate share of these severance benefits under the 2021 Employment Agreement, the CVI Severance Plan, award agreements, and other benefits costs following the termination of employment of the named executive officers that are employed by CVR Services.

employment of the named executive officers.

The actual payments to which a named executive officer would be entitled may only be determined based upon the actual occurrence and circumstances surrounding the termination.

37 unchanged sentences

(3) Accrued Amounts represents, as defined in the 2021 Employment Agreement, Mr.

Lamp’s earned but unpaid Annual Bonus.

Lamp, the accelerated vesting value upon death, disability, or termination without cause or resignation for good reason in connection with a change in control, represents (A) as defined in the 2021 Employment Agreement, the number of any unvested incentive units held as of December 31, 2022, that were granted more than one year prior thereto, multiplied by for incentive units awarded (i) on December 9, 2020, the average closing price for CVR Energy common stock for the 10-trading days preceding December 31, 2022, or $30.85 per share (the “CVI 10-day Average Price”), plus $9.69 in accrued dividends, and (ii) on December 8, 2021, the CVI 10-day Average Price, plus $4.80 in accrued dividends (the “LTIP Payout”), plus (B) for incentive units granted by CVR Energy on or after February 21, 2022, as defined in the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2022, multiplied by the CVI 10-day Average Price.

The accelerated vesting value upon

Lamp’s earned but unpaid Annual Bonus under the 2023 CVI Plan.

Lamp, the accelerated vesting value upon death, disability, or termination without cause or resignation for good reason in connection with a change in control, represents (A) as defined in the 2021 Employment Agreement, the number of any unvested incentive units held as of December 31, 2023, that were granted more than one year prior thereto, multiplied by for incentive units awarded (i) on December 8, 2021, the average closing price for CVR Energy common stock for the 10-trading days preceding December 31, 2023, or $31.27 per share (the “CVI 10-day Average Price”), plus $9.30 in accrued dividends, and (ii) on December 14, 2022, the CVI 10-day Average Price, plus $4.50 in accrued dividends (the “LTIP Payout”), plus (B) for incentive units granted by CVR Energy on or after February 21, 2022, as defined in the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2023, multiplied by for incentive units awarded (i) on December 14, 2022, the CVI 10-day Average Price, plus $4.50 in accrued dividends, and (ii) on December 13, 2023 the CVI 10-day Average Price.

The accelerated vesting

December 31, 2023 | 104

resignation for good reason not in connection with a change in control is equal to the LTIP Payout.

value upon resignation for good reason not in connection with a change in control is equal to the LTIP Payout.

For the avoidance of doubt, as used herein, the term “LTIP Payout” is calculated as defined in Mr.

3 unchanged sentences

Provided that, in the case of payments upon disability, the 6-months of Base Salary may, in the event CVR Energy secures insurance to cover its obligations, be lower.

Additionally, in the case of a termination event on a date other than December 31, Mr.

Lamp would also be entitled to a Pro Rata Bonus as part of the severance amount, as defined in the 2021 Employment Agreement.

Additionally, in the case of a termination event on a date other than December 31 st , Mr.

Lamp would also be entitled to a Pro Rata Bonus.

The terms Pro-Rata Bonus, Base Salary, and Incentive Payment are all as defined in the 2021 Employment Agreement.

Pytosh, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents for phantom unit awards granted by the Partnership on or after February 21, 2022, pursuant to the award agreement, the number of any unvested phantom units scheduled to vest within twelve months from December 31, 2022, multiplied by the average closing price for Partnership common units for the 10 trading-days preceding December 31, 2022, or $101.82;

Pytosh, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents for phantom unit awards granted by the Partnership on or after February 21, 2022, pursuant to the award agreement, the number of any unvested phantom units scheduled to vest within twelve months from December 31, 2023, multiplied by for phantom units awarded (i) on December 14, 2022, the average closing price for Partnership common units for the 10 trading-days preceding December 31, 2023, or $68.88 per unit (the “UAN 10-day Average Price”), plus $26.62 in accrued distributions, and (ii) on December 13, 2023, the UAN 10-day Average Price;

and (B) termination without cause or resignation for good reason, both in connection with a change in control, represents pursuant to the CVI Severance Plan, the number of all unvested phantom units outstanding on December 31, 2023, multiplied by, for phantom units awarded by the Partnership (i) on December 8, 2021, the average closing price for Partnership common units for the 20 trading-days preceding December 31, 2023, or $67.50 per unit (the “UAN 20-day Average Price”), plus $45.94 in accrued distributions, (ii) on December 14, 2022, the UAN 20-day Average Price plus $26.62 in accrued distributions, and (iii) on December 13, 2023, the UAN 20-day Average Price.

(7) For Messrs.

Pytosh and Neumann and Ms.

Buhrig, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents for incentive unit awards granted by CVR Energy on or after February 21, 2022, pursuant to the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2022, multiplied by the CVI 10-day Average Price;

Pytosh, Neumann and Conaway and Ms.

and (B) termination without cause or resignation for good reason, both in connection with a change in control represents, pursuant to the CVI Severance Plan, the number of all unvested units outstanding on December 31, 2023, multiplied by, for incentive units awarded by CVR Energy (a) on December 8, 2021, the average closing price for CVR Energy common stock for the 20-trading days preceding December 31, 2023, or $31.07 per share (the “CVI 20-day Average Price”), plus $9.30 in accrued dividends, (b) on December 14, 2022, the CVI 20-day Average Price, plus $4.50 in accrued dividends, and (c) on December 13, 2023, the CVI 20-day Average Price.

Pytosh and Ms.

Buhrig, cash severance amounts upon termination without cause or resignation for good reason, both in connection with a change in control include, as defined under the CVI Severance Plan, a lump sum of twelve months’ base pay plus a sum equal to the average of the annual bonuses actually paid during the immediately preceding three calendar years.

(8) For Messrs.

Neumann and Conaway, cash severance amounts upon termination without cause or resignation for good reason, both in connection with a change in control, include, as defined under the CVI Severance Plan, a lump sum of twelve months’ base pay plus a sum equal to 100% of their current target bonus based on such shorter period of time during which they served as a named executive officer.

Conaway, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control include for incentive unit awards granted by CVR Energy on or after February 21, 2022, pursuant to the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2022, multiplied the CVI 10-day Average Price;

and (B) termination without cause or resignation for good reason, both in connection with a change in control represents, pursuant to the CVI Severance Plan, the number of all unvested incentive units awarded by CVR Energy outstanding on December 31, 2022, multiplied by, for incentive units awarded (i) on August 19, 2020 and December 9, 2020, the CVI 20-day Average Price, plus $9.69 in accrued dividends, (ii) on December 8, 2021, the CVI 20-day Average Price, plus $4.80 in accrued dividends, and (iii) on December 14, 2022, the CVI 20-day Average Price.

Pytosh, Neumann and Conaway and Ms.

For 2023, to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Principal Executive Officers, Mr.

6 unchanged sentences

(3) To identify the annual total compensation of our median employee, we included the elements of such employee’s compensation for 2023 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

December 31, 2022 | 103

(4) To identify the annual total compensation of our PEOs, we used the amounts reported in the “Total” column of our 2023 Summary Compensation Table included in this Item 11, which was calculated in accordance with the same requirements of Item 402(c)(2)(x) of Regulation S-K, as adjusted to reflect the portion of such amount attributable to Mr.

1 unchanged sentence

Pytosh’s service to the Partnership, of ten percent (10%) and sixty percent (60%), respectively, and as further described in the table immediately following our 2023 Summary Compensation Table.

December 31, 2023 | 105

Based on this methodology, we estimate that the ratio of the annual total compensation of each of our PEOs to the median of the annual total compensation of all employees for 2023 was as follows:

6 unchanged sentences

(2) Adjusted to reflect the portion of such compensation attributable to service to the Partnership.

(3) Excludes the Partnership’s portion of the retroactive payment made in 2022 related to the 2021 Employment Agreement of $1,154.

The totals and pay ratios described above are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.

Compensation of Directors

Directors of our General Partner who are not officers, employees, or directors of CVR Energy or its affiliates receive compensation for their services.

Directors of our General Partner who are not officers, employees, or directors of CVR Energy or its affiliates (including IEP) receive compensation for their services.

This compensation is designed to attract and retain nationally recognized, highly qualified directors to lead the Partnership and to be demonstrably fair to both the Partnership and such directors, taking into consideration, among other things, the time commitments required for service on the Board and its committees.

In November 2021, the Board considered these goals and the compensation paid to such directors for 2021, and upon recommendation of the Compensation Committee, elected to keep such compensation for 2022 the same as 2021.

In October 2022, the Board considered these goals and the compensation paid to such directors for 2022, and upon recommendation of the Compensation Committee, elected to keep such compensation for 2023 the same as 2022.

During 2023, independent directors received an annual director fee of $35,000.

The Audit Committee chair received an additional fee of $15,000 per year, while independent directors serving on the Audit Committee received an additional fee of $7,500 per year.

The Compensation Committee and EH&S Committee chairs received an additional fee of $8,000 per year, while independent directors serving on the Compensation Committee received an additional fee of $5,000 per year.

In addition, independent directors are reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors (and committees thereof) of our General Partner and for other director-related education expenses.

Each member of the Committee is eligible to receive an additional $1,500 per meeting for all meetings in excess of the following threshold:

The Audit Committee chair received an additional fee of $15,000 per year, while the other directors serving on the Audit Committee received an additional fee of $7,500 per year.

The Compensation Committee and EH&S Committee chairs received an additional fee of $8,000 per year, while the other directors serving on the Compensation Committee and EH&S Committee received an additional fee of $5,000 per year.

In addition, during 2023, independent directors are eligible to be reimbursed for out-of-pocket expenses in connection with attending meetings of the Board and its committees and for director-related education expenses up to a maximum amount of $1,500 per year.

Each independent director was also eligible to receive an additional $1,500 per meeting for all meetings in excess of the following threshold:

Board/Committee Meeting Threshold Per Year

2 unchanged sentences

EH&S Committee 6

During 2023, directors that were not independent (including non-management directors who are or were employees or officers of IEP) did not receive any compensation for their service on the Board or its committees, though they were entitled to reimbursement of certain travel expenses incurred in connection with their service on the Board and its committees.

December 31, 2023 | 106

5 unchanged sentences

Shea 50,500 — 50,500

(1) Amounts reflected in this column include annual retainer fees and additional fees for service as committee members, including the chair positions.

(1) Amounts reflected in this column include annual retainer fees and additional fees for service as committee members, including for service in chair positions.

Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The CVR Partners Long-Term Incentive Plan (“CVR Partners LTIP”) provides for the grant of options, unit appreciation rights, distribution equivalent rights, restricted units, phantom units and other unit-based awards, each in respect of common units.

Individuals who are eligible to receive awards under the CVR Partners LTIP include employees, officers, consultants and directors of CVR Partners and the general partner and their respective subsidiaries and parents.

A maximum of 500,000 common units are issuable under the CVR Partners LTIP.

The table below contains information about securities authorized for issuance under the CVR Partners LTIP as of December 31, 2023:

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plans approved by security holders:

CVR Partners LTIP

— — 482,022 (1)

Equity compensation plans not approved by security holders:

Total — — 482,022

(1) Represents units that remain available for future issuance pursuant to the CVR Partners LTIP in connection with awards of options, unit appreciation rights, distribution equivalent rights, restricted units, and phantom units.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

6 unchanged sentences

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities.

Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all common units beneficially owned, subject to community property laws where applicable.

December 31, 2023 | 107

The business address for each of our beneficial owners is c/o CVR Partners, LP, 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479.

6 unchanged sentences

CVR GP, LLC (3)

Jordan Bleznick

Ecton 1,250 *

Pytosh 30,593 *

David Willetts — —

Buhrig 2,200 *

6 unchanged sentences

Gary, David L.

Lamp, Stephen Mongillo, James M.

Strock and David Willetts.

December 31, 2022 | 105

Lamp, Stephen Mongillo, Ted Papapostolou and James M.

(2) Beneficial ownership information is based on a Schedule 13G filed with the SEC on February 11, 2022, which indicates that Barclays Plc and Barclays Bank Plc, both with an address of 1 Churchill Place, London, X0 E14 5HP, have sole voting power and sole dispositive power with respect to 621,054 units.

6 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

CVR Services owns (i) 3,892,000 common units, representing approximately 37% of our outstanding units, and (ii) 100 % of our General Partner with its non-economic general partner interest (which does not entitle it to receive distributions).

CVR Services owns (i) 3,892,000 common units, representing approximately 37% of our outstanding units (which entitles it to receive distributions, including $103.6 million in 2023), and (ii) 100% of our General Partner with its non-economic general partner interest (which does not entitle it to receive distributions).

Agreements with CVR Services and Its Subsidiaries

The General Partner and the Partnership and its subsidiaries are party to, or otherwise subject to certain agreements with CVR Services and its subsidiaries that govern the business relations among each party.

The Partnership, its General Partner and the Partnership subsidiaries are party to, or otherwise subject to certain agreements with CVR Energy and its subsidiaries that govern the business relations among each party.

We consider those agreements related party transactions.

The Partnership is party to the Limited Partnership Agreement, the Corporate Master Service Agreement, and the Omnibus Agreement.

3 unchanged sentences

Refer also to Part IV, Item 15 of this Report for the filed agreements.

Agreements with IEP

Insight Portfolio Group

Insight Portfolio Group LLC (“ISG”) is an entity formed and controlled by Mr.

Icahn in order to maximize the potential buying power of a group of entities with which Mr.

Icahn has a relationship by negotiating with a wide range of suppliers of goods, services, and tangible and intangible property at negotiated rates.

For 2022, 2021, and 2020, the Partnership did not pay any fees to ISG.

However, we indirectly received services from certain of CVR Energy’s negotiated agreements with third parties, certain of which were initiated through the ISG.

On January 23, 2020, CVR Energy assigned its minority equity interest in ISG to a third party, terminated its agreement relating to ISG, and is no longer expected to transact with ISG.

December 31, 2023 | 108

Conflicts of Interest

Conflicts of interest exist and may arise in the future as a result of the relationships between our General Partner and its affiliates (including IEP, CVR Services, CVR Energy), on the one hand, and us and our public unitholders, on the other hand.

Conflicts of interest exist and may arise in the future as a result of the relationships between our General Partner and its affiliates (including IEP, CVR Services, and CVR Energy), on the one hand, and us and our public unitholders, on the other hand.

Conflicts may arise as a result of (i) the overlap of directors and officers between our General Partner and CVR Energy, which may result in conflicting obligations by these officers and directors, and (ii) duties of our General Partner to act for the benefit of CVR Energy and its stockholders, which may conflict with our interests and the interests of our public unitholders.

4 unchanged sentences

Related Party Transaction Policy

Our Board has adopted a Related Party Transaction Policy, which is designed to monitor and ensure the proper review, approval, ratification, and disclosure of related party transactions involving us.

This policy applies to any transaction, arrangement, or relationship (or any series of similar or related transactions, arrangements, or relationships) in which we are a participant, and the amount involved exceeds $120,000, and in which any related party had or will have a direct or indirect

December 31, 2022 | 106

material interest.

The Board has adopted a Related Party Transaction Policy, which is designed to monitor and ensure the proper review, approval, ratification, and disclosure of related party transactions involving us.

At the discretion of the Board, a proposed related party transaction may generally be reviewed by the Board in its entirety or by a “conflicts committee” meeting the definitional requirements for such a committee under our partnership agreement.

1 unchanged sentence

Related party transactions involving compensation will be approved by the Board in its entirety or by the Compensation Committee of the Board in lieu of the Conflicts Committee.

On October 18, 2019, the Conflicts Committee of the Board and on October 22, 2019, the audit committee of CVR Energy, each agreed to authorize the exchange of certain parcels of property owned by a subsidiary of CVR Energy with an equal number of parcels owned by a subsidiary of CVR Partners, all located in Coffeyville, Kansas (the “Property Exchange”).

On February 19, 2020, a subsidiary of CVR Energy and a subsidiary of CVR Partners executed the Property Exchange agreement effectuating the same.

This Property Exchange will enable each such subsidiary to create a more usable, contiguous parcel of land near its own operating footprint.

CVR Energy and the Partnership accounted for this transaction in accordance with the Topic 805-50 guidance on transferring assets between entities under common control.

This transaction had a net impact to the Partnership’s partners’ capital of approximately $0.1 million.

Director Independence

4 unchanged sentences

Principal Accounting Fees and Services

Grant Thornton LLP (“Grant Thornton”) has served as the Partnership’s independent public registered accounting firm since August 2013.

Grant Thornton has served as the Partnership’s independent public registered accounting firm since August 2013.

The Audit Committee has not selected the independent registered public accounting firm to conduct the audit of our books and records for the fiscal year ending December 31, 2024.

2 unchanged sentences

The Audit Committee pre-approved all fees incurred in fiscal year 2023.

December 31, 2023 | 109

The following table represents fees billed and expected to be billed for professional services and other services in the following categories and amounts by Grant Thornton for the fiscal years ended December 31, 2023 and 2022:

16 unchanged sentences

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

1 e ffective January 1, 2018 ) (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed on April 26, 2018).

1 effective January 1, 2018) (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed on April 26, 2018).

4.1** Description of Common Units (incorporated by reference to Exhibit 4.1 of the Form 10-K filed on February 20, 2020).

18 unchanged sentences

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

10.6.1**+ Form of Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.17.5 of the Form 10-K filed on February 20, 2015).

10.6.1**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.15.2 of the Form 10-K filed on February 20, 2020).

10.6.2**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.15.3 of the Form 10-K filed on February 20, 2020).

10.6.4**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.

7.4 of the Form 10-K filed on February 2 3 , 202 2 ).

10.6.3**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.7.4 of the Form 10-K filed on February 23, 2022).

10.6.4**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.7.5 of the Form 10-K filed on February 23, 2022).

10 unchanged sentences

1 to On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of February 21, 2022 (incorporated by reference to Exhibit 10.17.1 of the Form 10-K filed on February 23, 2022).

10.14**+ CVR Partners, LP 2020 Performance-Based Bonus Plan, approved February 19, 2020 (incorporated by reference to Exhibit 10.26 of the Form 10-K filed on February 20, 2020).

10.14**+^

CVR Partners, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.27 of the Form 10-K filed on February 23, 2021).

10.15**+^

CVR Partners, LP 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.5 of the Form 10-Q filed on May 3, 2022).

December 31, 2022 | 109

10.16*+^

CVR Partners, LP and Subsidiaries 2023 Performance-Based Bonus Plan - FERTILIZER, approved February 17, 2023 (incorp o rated by reference to E xhibit 10.1 of the Form 10-Q filed on May 2 , 2023 .

10.17** 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 of the Form 8-K filed on June 23, 2021).

December 31, 2023 | 112

10.18** 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 of the Form 8-K filed on June 23, 2021).

10.19**^

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 of the Form 8-K filed on September 30, 2021).

10.19.1**^

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).

10.20** 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 of the Form 8-K filed on September 30, 2021).

4 unchanged sentences

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

10.24** Õ ^

Amended and Restated Limited Liability Company Agreement of CVR-CapturePoint LLC (in corporated by reference to Exhib it 10.2 of the Form 10-Q filed on May 2, 2023) .

10.25** 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.

3 of the Form 10-Q filed on May 2, 2023).

21.1* List of Subsidiaries of CVR Partners, LP

5 unchanged sentences

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

December 31, 2023 | 113

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

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

1 unchanged sentence

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

December 31, 2022 | 110

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

3 unchanged sentences

+ Denotes management contract or compensatory plan or arrangement.

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

PLEASE NOTE :

16 unchanged sentences

Signature Title Date

LAMP Chairman of the Board of Directors, Executive Chairman

LAMP Director and Executive Chairman

(Principal Executive Officer) February 21, 2024

6 unchanged sentences

(Principal Accounting Officer) February 21, 2024

/s/ JORDAN BLEZNICK Chairman of the Board of Directors February 21, 2024

Jordan Bleznick

ECTON Director February 21, 2024

1 unchanged sentence

SHEA Director February 21, 2024

/s/ DAVID WILLETTS Director February 22, 2023

David Willetts

December 31, 2023 | 115

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