CVR PARTNERS, LP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures. The Partnership has evaluated, under the direction and with the participation of the Executive Chairman, Chief Executive Officer, and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2023. Management’s Report on Internal Control Over Financial Reporting. The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, we conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer have concluded that internal control over financial reporting was effective as of December 31, 2023. The Partnership’s independent registered public accounting firm, that audited the consolidated financial statements included herein under Part II, Item 8 of this Report, has issued a report on the effectiveness of the Partnership’s internal control over financial reporting. This report can be found under Part II, Item 8 of this Report. Changes in Internal Control Over Financial Reporting. There have been no material changes in the Partnership’s internal control over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting. Item 9B. Other Information 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. December 31, 2023 | 77 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Management of CVR Partners, LP As a publicly traded partnership, we are managed by our general partner, CVR GP, LLC (“General Partner”), either directly by its board of directors (the “Board”), by the General Partner’s executive officers (who are appointed by the Board) or by our General Partner’s sole member, CVR Services, LLC (“CVR Services”) an indirect wholly owned subsidiary of CVR Energy, Inc. (“CVR Energy”), subject to the terms and conditions specified in our partnership agreement. Limited partners are not entitled to directly or indirectly participate in our management or operations. Neither our General Partner nor the members of its Board are elected by our unitholders, and none are subject to re-election on a regular basis in the future. Actions by our General Partner that are made in its individual capacity are made by CVR Services as the sole member of our General Partner and not by the Board. Our partnership agreement contains various provisions which replace default fiduciary duties with more limited contractual corporate governance standards. Whenever our General Partner makes a determination or takes or declines to take an action in its individual, rather than representative, capacity, it is entitled to make such determination or to take or decline to take such action free of any fiduciary duty or obligation whatsoever to us, any limited partner or assignee, and it is not required to act in good faith or pursuant to any other standard imposed by our partnership agreement or under Delaware law or any other law. Examples include the exercise or assignment of its call right or its registration rights, its voting rights with respect to the units it owns and its determination whether or not to consent to any merger or consolidation of the Partnership. Our General Partner is liable, as a General Partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made expressly non-recourse to it. Our debt instruments are non-recourse to our General Partner. Our General Partner therefore may cause us to incur indebtedness or other obligations that are non-recourse to it. The Board As of December 31, 2023, the Board consisted of three directors affirmatively determined by the Board to be independent, non-employee directors (Donna R. Ecton, Frank M. Muller, Jr. and Peter K. Shea); 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. Lamp, our Executive Chairman, and Mark A. Pytosh, our President and Chief Executive Officer). 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. Bleznick. As required by our Corporate Governance Guidelines, the Board oversees the business of the Partnership, including its fundamental financial and business strategies and major corporate actions, significant risks facing the Partnership and its risk management activities, and the Partnership’s Environmental, Social and Governance (“ESG”) initiatives. The Board also periodically evaluates its composition, including the skill sets, diversity, leadership structure, background and experience of its directors. The Board believes its current structure and composition is best for the Partnership and its unitholders at this time. All actions of the Board, other than any matters delegated to a committee, will require approval by majority vote of the directors, with each director having one vote. 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. 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. Ms. Ecton presided over the executive sessions held by our non-management and independent directors. December 31, 2023 | 78 Table of Contents 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 Age: 68 Key Skills and Expertise: Director since: 2023 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. Icahn Compensation Special ❖ 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. (since 2020) Education: University of Cincinnati, B.A. Economics; Ohio State University College of Law, J.D.; New York University School of Law, L.L.M. Taxation David L. Lamp Director, Executive Chairman Age: 66 Key Skills and Expertise: Director since: 2018 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: Special ❖ 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. (since 2018) Other Public Company Directorships (within past 5 years): CVR Refining, LP (2018-2019) Education: 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. Carl Icahn. December 31, 2023 | 79 Table of Contents Mark A. Pytosh Director, President & Chief Executive Officer Age: 59 Key Skills and Expertise: Director since: 2011 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. Education: University of Illinois, Urbana-Champaign, B.S. Chemistry Donna R. Ecton Director Age: 76 Key Skills and Expertise: Director since: 2008 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) Audit, Chair 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. (2013-2019) 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 Education: Wellesley College, B.A. Economics, Durant Scholar; Harvard Graduate School of Business Administration, MBA December 31, 2023 | 80 Table of Contents Frank M. Muller, Jr. Director Age: 81 Key Skills and Expertise: Director since: 2008 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) Audit 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. (until 2018) Education: Texas A&M University, B.S.; Texas A&M University, MBA Peter K. Shea Director Age: 72 Key Skills and Expertise: Director since: 2014 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) Audit 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. (since 2006) 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. Education: Iona College, B.B.A.; University of Southern California, MBA Director Independence & Controlled Company Exemptions 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. The Board has affirmatively determined that each of Ms. Ecton and Messrs. Muller and Shea meet the independence standards established by the NYSE and December 31, 2023 | 81 Table of Contents 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: • A majority of our directors are not required to be (and are not) independent; • Our Board has not and does not currently intend to establish a nominating/corporate governance committee; and • 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. December 31, 2023 | 82 Table of Contents Board Committees Our Board has five standing committees appointed by the Board: the Audit Committee; the Compensation Committee; the Environmental Health & Safety (“EH&S”) Committee; the Conflicts Committee; and the Special Committee. Any standing committee with a written charter reviews the adequacy of such charter, at least annually, in addition to evaluating its performance and reporting to the Board on such evaluation. These charters are available free of charge on our website at www.CVRPartners.com or in print without charge to any unitholder requesting them by sending a written request to our Secretary at the address listed under “Communications with Directors” below. Audit Committee Members: Primary Responsibilities: Donna R. Ecton, Chair (1) (3) Frank M. Muller, Jr. (2) (3) Peter K. Shea (2) (3) Ø Appoints, compensates, oversees and evaluates the performance of the independent auditors, including approval of all services to be performed by and the independence of the independent auditor. 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, 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. 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 (“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. Meetings in 2023: 4 (1) Audit Committee Financial Expert (2) Financially Literate (3) Independent, Non-Employee Director December 31, 2023 | 83 Table of Contents Compensation Committee Members: Ø Reviews, amends, modifies, adopts and oversees the incentive compensation plans, equity-based compensation plans, qualified retirement plans, health and welfare plans, deferred compensation plans, and any other benefit plans, programs or arrangements sponsored or maintained by the Partnership or its general partner. Ø Evaluates the performance of our executive officers and, in connection therewith, reviews and determines, or recommends to the Board, the annual salary, bonus, equity-based compensation, and other compensation, incentives and benefits of our executive officers (other than compensation and benefits provided by one of its affiliates). Ø Reviews and approves any employment, consulting, change in control, severance or termination, or other compensation agreements or arrangements with our executive officers. Ø Reviews and makes recommendations to the Board with respect to the compensation of non-employee directors or any plans or programs relating thereto. Ø Reviews and discusses the Compensation Committee Report and the Compensation Discussion and Analysis and recommends to the Board their inclusion in the Partnership’s Annual Reports on Form 10-K. Ø Assists the Board in assessing any risks to the Partnership associated with compensation practices and policies. 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. Frank M. Muller, Jr., Chair (3) Jordan Bleznick Meetings in 2023: 2 (3) Independent, Non-Employee Director EH&S Committee Members: Ø Oversees the establishment and administration of environmental, health and safety policies, programs, procedures, and initiatives. Ø Assists the Board in its oversight of risk relating to environmental, health, safety, and security matters. Ø Assists the Board in its oversight of the environmental, health, safety, and security portions of the Partnership’s ESG initiatives including the Partnership’s environmental, health, safety and security risks, opportunities, policies and reporting, including those related to climate change and sustainability. Peter K. Shea, Chair (3) Donna R. Ecton (3) Frank M. Muller, Jr. (3) Mark A. Pytosh Meetings in 2023: 2 (3) Independent, Non-Employee Director December 31, 2023 | 84 Table of Contents Conflicts Committee Members: Ø As requested by the Board, investigates, reviews, evaluates and acts upon any potential conflicts of interest between our general partner or its affiliates, on the one hand, and us or any public unitholder, on the other, the approvals of which (if any) are conclusively deemed to be fair and reasonable to the Partnership and its common unitholders. Ø As requested by the Board, determines whether the resolution of a conflict of interest is in the best interests of the Partnership. Ø Carries out any other duties delegated by the Board that relate to potential conflicts of interest. Ø Has the sole authority to retain, compensate, direct, oversee, and terminate any counsel or other advisers, including consultants, attorneys, independent accountants and other service providers, to assist in the evaluation of conflicts matters and to approve such consultants’ fees and other retention terms. Ø Approvals are conclusively deemed to be fair and reasonable to the Partnership, approved by all of the Partnership’s partners and not a breach by the general partner of any duties it may owe us or our unitholders. Donna R. Ecton, Chair (3) Frank M. Muller, Jr. (3) (3) Independent, Non-Employee Director Special Committee Members: Ø Evaluates and approves matters arising during the intervals between meetings of the Board that did not warrant convening a special meeting of the Board but should not be postponed until the next scheduled meeting of that Board. Ø Exercises approval authority delegated to it by the Board. Jordan Bleznick David L. Lamp Acted by Written Consent in 2023: 1 Communications with Directors Unitholders and other interested parties wishing to communicate with the Board may send a written communication addressed to: CVR Partners, LP 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 Attention: Executive Vice President, General Counsel and Secretary 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. Compensation Committee Interlocks and Insider Participation As of December 31, 2023, the Compensation Committee was comprised of Messrs. 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 Table of Contents Corporate Governance Guidelines and Codes of Ethics Our Corporate Governance Guidelines, as well as our Code of Ethics and Business Conduct, which applies to all of our directors, officers, and employees (and which includes additional provisions that apply to our principal executive officer, principal financial officer, principal accounting officer, and other persons performing similar functions) are available free of charge on our website at www.CVRPartners.com. These documents are also available in print without charge to any unitholder requesting them. We intend to disclose any changes in or waivers from our Code of Ethics and Business Conduct by posting such information on our website or by filing a Form 8-K with the SEC. Executive Officers While the Board provides high-level strategy and guidance for the Partnership, our day-to-day activities are carried out by the executive officers of our General Partner, who are appointed by the Board and act within the authorities granted by the Board and our organizational documents, including those of the General Partner. Limited partners are not entitled to appoint the executive officers or directly or indirectly participate in our management or operations. 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, Position and Age Principal Occupation, Experience and Qualifications Dane J. Neumann Age: 39 Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (since October 2021) Mr. 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. Mr. 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. Mr. 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 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. Mr. 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 Table of Contents Name, Position and Age Principal Occupation, Experience and Qualifications Melissa M. Buhrig Age: 48 Executive Vice President, General Counsel and Secretary (since July 2018) Ms. 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, 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. Ms. 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. Ms. 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. Jeffrey D. Conaway Age: 49 Vice President, Chief Accounting Officer & Corporate Controller (since August 2021) Mr. 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. Mr. 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. Mr. 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. Item 11. Executive Compensation Compensation Discussion and Analysis 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 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: David L. Lamp Executive Chairman Mark A. Pytosh President and Chief Executive Officer Dane J. Neumann Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary Melissa M. Buhrig Executive Vice President, General Counsel and Secretary Jeffrey D. Conaway Vice President, Chief Accounting Officer and Corporate Controller 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 Table of Contents 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: David L. Lamp (10%); Mark A. Pytosh (60%); Dane J. Neumann (18%); Melissa M. Buhrig (20%); and Jeffrey D. Conaway (20%). These numbers are weighted because the named executive officers may spend a different percentage of their time dedicated to our business each quarter. 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 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 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; and • 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 by CVR Services on behalf of the Partnership or its subsidiaries without markup. 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 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 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: • 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; and • 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. 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 elements. 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. December 31, 2023 | 88 Table of Contents 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 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 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. The Compensation Committee may engage an independent outside compensation consultant periodically to provide a comprehensive analysis and recommendations regarding named executive officer compensation, although a compensation consultant was not engaged in 2023. Compensation Risk Assessment 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 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 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; and • 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 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. Pytosh. As a result, the Compensation Committee determined no material changes to such structure was appropriate at the time and elected to keep the compensation structure for 2023 compensation the same as 2022. December 31, 2023 | 89 Table of Contents 2023 Named Executive Officer Compensation - CVR Partners 2023 Target Compensation Mix. 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 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. As was the case in 2022, the three primary components of CVR Partners’ compensation program for 2023 included base salary, an annual performance-based cash bonus, and an annual equity-based long-term incentive award vesting ratably over three years. The Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and current compensation. Base Salary. 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, 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; (ii) the previous years’ compensation level for each executive; (iii) recommendations of the Executive Chairman based on individual responsibilities and performance, (iv) the directors’ own common sense, knowledge, experience, judgment and views of the skills necessary for long-term performance; (v) whether individual base salaries reflect responsibility levels and are reasonable, competitive and fair; and (vi) each named executive officer’s commitment and ability to strategically meet business challenges, achieve financial results, promote legal and ethical compliance, lead their own business or business team for which they are responsible and diligently and effectively respond to immediate needs of the volatile industry and business environment. In February 2023, considering the factors set forth above, the Compensation Committee established 2023 base salary for Mr. Pytosh of $377,564. 2 2022 Annual Performance-Based Bonus Results. 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 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. Mr. Pytosh’s collective base salary, including that determined by the Compensation Committee , was $629,273. December 31, 2023 | 90 Table of Contents 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. 3 2023 Annual Performance-Based Bonus. 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 2023 UAN Plan are as follows: Environmental Health & Safety (“EH&S”) Measures (25%) Three measures evenly weighted (33-1/3% each): 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 TRIR, PSIR or EE Zero 0% 50% of Target Percentage (Threshold) Decrease > 0% and < 3% Linear Interpolation between Threshold and Target Decrease of 3% Target Percentage Decrease > 3% and < 10% Linear Interpolation between Target and Maximum Decrease of 10% or more, or if TRIR is maintained at or below 1.0, PSIR at or below 0.2 and EE at or below 20 150% of Target (Maximum) Financial Measures (75%) Four measures evenly weighted (25% each): Reliability Bonus Achievement Greater than 7.0% Zero 7% 50% of Target Percentage (Threshold) 5.01% to 6.99% Linear Interpolation between Threshold and Target 5% Target Percentage 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 Table of Contents Equipment Utilization Bonus Achievement Less than 95% Zero 95% 50% of Target Percentage (Threshold) 95.01% to 99.99% Linear Interpolation between Threshold and Target 100% Target Percentage 100.01% to 104.99% Linear Interpolation between Target and Maximum Greater than 105% 150% of Target (Maximum) Operating Expense Bonus Achievement Greater than 103.0% Zero 103% 50% of Target Percentage (Threshold) 100.1% to 102.99% Linear Interpolation between Threshold and Target 100% Target Percentage 95.0% to 99.99% Linear Interpolation between Target and Maximum Less than 95% 150% of Target (Maximum) ROCE (Ranking vs. Peer Group) Bonus Achievement First (highest) 150% of Target (Maximum) Second 125% of Target Percentage Third 112.5% of Target Percentage Fourth Target Percentage (100%) Fifth 50% of Target Percentage Sixth Zero Seventh Zero 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.; LSB Industries, Inc.; Nutrien Ltd.; The Andersons, Inc.; Green Plains Partners LP; and Flotek Industries Inc. The 2023 UAN Plan includes a target bonus percentage for each participant, with possible payout between 0% and 150% of target based on achievement under the measures set forth in the 2023 UAN Plan. In setting Mr. Pytosh’s target bonus percentage for 2023, the Compensation Committee considered his bonus target for 2022, the total cash compensation to which Mr. Pytosh may be eligible in 2023, the expected ratio of salary to bonus and the Compensation Committee’s belief that a significant portion of its named executive officers’ compensation should be at risk based on individual and entity performance, and elected to keep his bonus target for 2023 the same as 2022, at 135% of base salary. 2023 Annual Performance-Based Bonus Results 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 Table of Contents 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 EH&S: TRIR Increase of 367% 0 % PSIR Decrease of 100% 150 % EE Less than 20 150 % Overall EH&S 100 % Financial: Reliability 1.7% 150 % Equipment Utilization 103.0% 127 % Operating Expenses 110.0% 0 % ROCE Second 125 % Overall Financial 101 % As a result, in February 2024, the Compensation Committee approved payout to Mr. 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. 5 Long-Term Incentive Awards. 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. CVR Partners established its long-term incentive plan in March 2011 (the “CVR Partners LTIP”) in connection with the completion of its initial public offering in April 2011. The Compensation Committee may elect to make grants of restricted units, options, phantom units or other equity-based awards under the CVR Partners LTIP in its discretion or may recommend grants to the Board for its approval, as determined by the Compensation Committee in its discretion. Effective December 2022, the Compensation Committee awarded Mr. Pytosh 6,001 phantom units of the Partnership, as part of his 2023 compensation, which phantom units vest ratably over three years, subject to the terms and conditions of the award agreement. 6 Perquisites. The total value of all perquisites and personal benefits provided to each of its named executive officers in 2023 was less than $10,000. Benefits. During 2023, all of the named executive officers participated in the health and welfare benefit and retirement plans of CVR Energy. Other Forms of Compensation. Mr. Lamp has provisions in his employment agreements with CVR Energy that provide for severance benefits in the event of a termination of his employment under certain circumstances. Additionally, all of our other named executive officers are subject to a Change in Control Severance Plan (the “CVI Severance Plan”), which provides for severance benefits in the event of employment termination under certain circumstances. 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 Table of Contents 2023 Named Executive Officer Compensation - CVR Energy The objectives, considerations, and process utilized by the CVI Compensation Committee in general, as well as in setting 2023 compensation for named executive officers of CVR Energy, was virtually identical to the objectives, considerations, process, and structure used by the Compensation Committee. Related to 2023, the CVI Compensation Committee approved: • 2023 Compensation Structure. Compensation structure consistent with the compensation structure approved by the Compensation Committee including a mix of base salary, performance-based bonus compensation, and long-term incentives. • 2023 Base Salaries. Base salaries for Messrs. Lamp, Pytosh (as to 40% of his base salary), Neumann, and Conaway, and Ms. Buhrig, of $1,100,000; $251,709; $522,500; $322,989; and $631,875, respectively. • 2022 Performance-Based Bonus Plan Results . The 2022 CVI Plan, including target payouts as a percentage of base salary of 150% for Mr. Lamp, 135% for Mr. Pytosh, 120% for each of Mr. Neumann and Ms. 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, in the case of comparison to the 2020 CVI Plan, the adjustment of Adjusted EBITDA and Adjusted EBITDA Threshold. 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.; and Valero Energy Corp.(collectively, the “2022 Peer Group”)). In February 2023, the CVI Compensation Committee approved payouts for Messrs. Lamp, Pytosh, Neumann, and Conaway and Ms. 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. The 2023 CVI Plan, including target payouts as a percentage of base salary of 150% for Mr. Lamp, 135% for Mr. Pytosh, 120% for each of Mr. Neumann and Ms. Buhrig, and 60% for Mr. 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. In February 2024, the CVI Compensation Committee approved payouts for Messrs. Lamp, Pytosh, Neumann, and Conaway and Ms. Buhrig under the 2023 CVI Plan of $1,782,100, $359,300, $699,000, $201,100, and $843,800, respectively. • 2023 Long-Term Incentive Awards. 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. Buhrig of 41,888; 12,348; 15,232; 4,468; and 18,253, respectively, which vest in one-third increments each December following the date of award, subject to the terms and conditions of the award agreement. 9 Equity Ownership Requirements. 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. Additionally, equity-settled compensation in the form of Partnership common units or CVR Energy common stock would dilute the ownership interests of existing unit/stockholders. Hedging . 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 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. Conaway. December 31, 2023 | 94 Table of Contents 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 Table of Contents Compensation Committee 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 Frank M. Muller, Jr. (Chair) Jordan Bleznick February 21, 2024 December 31, 2023 | 96 Table of Contents Summary Compensation Table 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) Bonus (2) Stock Awards (3) Non-Equity Incentive Plan Compensation (4) All Other Compensation (5) Total David L. Lamp, Executive Chairman 2023 $ 1,100,000 $ — $ 1,592,076 $ 1,782,100 $ 26,658 $ 4,500,834 2022 1,100,000 — 1,247,425 1,947,100 26,312 4,320,837 2021 1,000,000 — 1,196,795 1,710,000 3,564 3,910,359 Mark A. Pytosh, President and Chief Executive Officer 2023 $ 629,273 $ — $ 1,181,850 $ 865,700 $ 22,122 $ 2,698,945 2022 607,993 — 1,023,993 851,500 20,622 2,504,108 2021 590,284 — 1,041,190 834,100 2,322 2,467,896 Dane J. Neumann, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary 2023 $ 522,500 $ 150,000 $ 604,967 $ 699,000 $ 20,286 $ 1,996,753 2022 450,000 — 453,609 650,200 18,740 1,572,549 2021 286,961 — 382,965 250,400 440 920,766 Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary 2023 $ 631,875 $ 200,000 $ 731,381 $ 843,800 $ 20,610 $ 2,427,666 2022 598,934 — 543,574 886,000 19,110 2,047,618 2021 570,413 — 545,738 793,500 810 1,910,461 Jeffrey D. Conaway, Vice President, Chief Accounting Officer and Corporate Controller 2023 $ 322,989 $ 50,000 $ 187,179 $ 201,100 $ 20,468 $ 781,736 2022 293,626 — 133,057 198,000 18,611 643,294 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. 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. (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 additionally for Mr. Pytosh, phantom units granted in connection with the CVR Partners LTIP. (4) Amounts in this column reflect: (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 2021 UAN Plan paid in the following year. (5) Amounts in this column reflect the following: 401(k) Plan (a) Life Insurance (b) Other (c) Name 2023 2022 2021 2023 2022 2021 2023 2022 2021 David L. Lamp $ 19,800 $ 18,300 $ — $ 6,858 $ 6,858 $ 3,564 $ — $ 1,154 $ — Mark A. Pytosh 19,800 18,300 — 2,322 2,322 2,322 — — — Dane J. Neumann 19,800 18,300 — 486 440 440 — — — Melissa M. Buhrig 19,800 18,300 — 810 810 810 — — — Jeffrey D. Conaway 19,800 18,300 — 668 311 279 — — — (a) Reflects employer contributions under the CVR Energy 401(k) plan. December 31, 2023 | 97 Table of Contents (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. (c) Reflects for Mr. 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. 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. Pytosh, the compensation determined by the Compensation Committee. Name Salary Bonus Stock Awards Non-Equity Incentive Plan Compensation All Other Compensation David L. Lamp $ 110,000 $ — $ 159,208 $ 178,210 $ 2,666 Mark A. Pytosh 377,564 — 695,941 506,400 13,273 Dane J. Neumann 94,050 27,000 108,894 125,820 3,651 Melissa M. Buhrig 126,375 40,000 146,276 168,760 4,122 Jeffrey D. Conaway 64,598 10,000 37,436 40,220 4,094 Grants of Plan-Based Awards The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2023 UAN Plan and the 2023 CVI Plan, as well as granted in connection with the CVR Partners LTIP and the CVI LTIP, as applicable, during 2023: Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts under Equity Incentive Plan Awards (2) Name Bonus Plan / Award Type Grant Date Threshold (3) Target Maximum Number of Shares of Stock or Units Grant Date Fair Value David L. 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 Mark A. 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 Dane J. Neumann 2023 CVI Plan 2/17/23 $ 26,127 $ 627,000 $ 940,500 — — Incentive Units 12/13/23 19,822 $ 604,967 Melissa M. Buhrig 2023 CVI Plan 2/17/23 $ 31,596 $ 758,250 $ 1,137,375 — — Incentive Units 12/13/23 23,964 $ 731,381 Jeffrey D. Conaway 2023 CVI Plan 2/17/23 $ 8,075 $ 193,793 $ 290,690 — — Incentive Units 12/13/23 — — — 6,133 $ 187,179 (1) Amounts in these columns reflect amounts that could have been earned by the named executive officers under the 2023 UAN Plan (with respect to Mr. Pytosh) or under the 2023 CVI Plan (with respect to Messrs. Lamp, Pytosh, Neumann, and Conaway and Ms. 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”. (2) Amounts in these columns reflect the number of and grant date fair value, as calculated in accordance with Topic 718, of (i) phantom units awarded to Mr. Pytosh during 2023 as part of 2024 compensation in connection with the UAN LTIP; and (ii) incentive units awarded to Messrs. Lamp, Pytosh, Neumann, and Conaway and Ms. Buhrig by CVR Energy during 2023 as part of 2024 compensation in connection with the CVI LTIP. December 31, 2023 | 98 Table of Contents (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. None of our named executive officers have an employment agreement with the Partnership, our General Partner or their subsidiaries. Employment Agreements with CVR Energy. Other than Mr. Lamp, none of our named executive officers have an employment agreement with CVR Energy or its subsidiaries. Mr. 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. Lamp. 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. Lamp is also eligible to receive: • 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, with the actual amount of such bonus received based upon individual and/or performance criteria as established by the CVI Compensation Committee; and • 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 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. Mr. Lamp is also eligible to receive an incentive payment of $10 million (the “Incentive Payment”) payable if either the conditions set forth in the 2021 Employment Agreement or the conditions set forth in a separate Performance Unit Award Agreement, as amended on December 22, 2021 (as amended, the “PU Award Agreement”), are fulfilled, as follows: Agreement Conditions Measurement Period 2021 Employment Agreement • a transaction is consummated that constitutes a Change-in-Control, (1) or • the Board approves a transaction which, if consummated, would constitute a Change-in-Control (1) and such transaction is consummated on or prior to December 31, 2025 Prior to December 31, 2024 PU Award Agreement The average closing price of CVR Energy’s common stock is equal to or greater than $60.00 per share (subject to any equitable adjustments required to account for splits, dividends, combinations, acquisitions, dispositions, recapitalizations and the like) 30-trading day period: January 6, 2025 - February 20, 2025 (1) Change-in-Control as defined in the 2021 Employment Agreement. Payment of the Incentive Payment under the 2021 Employment Agreement or the PU Award Agreement is conditioned upon Mr. Lamp remaining employed with CVR Energy through December 30, 2024 (unless terminated by CVR Energy without cause or by Mr. 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). Mr. Lamp will not under any circumstance be entitled to receive December 31, 2023 | 99 Table of Contents 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. Outstanding Equity Awards at Fiscal Year End 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. Pytosh for which the Partnership does not share in the expense. All of the outstanding units or shares reflected below are subject to accelerated vesting under certain circumstances as described in more detail in the section titled “Change-in-Control and Termination Payments”. Equity Awards That Have Not Vested Name Award Type (1) Grant Date Number of Shares or Units Market Value of Shares or Units (2) David L. Lamp Incentive Units 12/8/21 24,177 (3) $ 957,409 Incentive Units 12/14/22 27,925 (3) 971,790 Incentive Units 12/13/23 52,165 (3) 1,580,600 Mark A. Pytosh Phantom Units 12/8/21 2,924 325,851 Incentive Units 12/8/21 7,614 301,514 Phantom Units 12/14/22 4,000 368,480 Incentive Units 12/14/22 8,232 286,474 Phantom Units 12/13/23 11,066 724,823 Incentive Units 12/13/23 15,921 482,406 Dane J. Neumann Incentive Units 12/8/21 7,736 (3) 306,346 Incentive Units 12/14/22 10,154 (3) 353,359 Incentive Units 12/13/23 19,822 (3) 600,607 Melissa M. Buhrig Incentive Units 12/8/21 11,025 (3) 436,590 Incentive Units 12/14/22 12,168 (3) 423,446 Incentive Units 12/13/23 23,964 (3) 726,109 Jeffrey D. Conaway Incentive Units 12/8/21 2,804 (3) 111,038 Incentive Units 12/14/22 2,978 (3) 103,634 Incentive Units 12/13/23 6,133 (3) 185,830 (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) This column represents the number of unvested units outstanding on December 31, 2023, multiplied by: (a) for incentive units issued on December 13, 2023, $30.30 (the December 31, 2023, closing price of CVR Energy common stock (the “CVI Closing Price”)); (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 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”)); (e) for phantom units issued on December 14, 2022, $92.12 (equal to the UAN Closing Price, plus $26.62 in accrued distributions ); 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 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 Table of Contents Equity Awards Vested During Fiscal Year 2023 This table sets forth information concerning phantom units awarded by us that vested during 2023, as well as incentive unit awards made by CVR Energy that vested during 2023, for which the Partnership shared in the expense. This table also includes incentive unit awards made by CVR Energy to Mr. Pytosh that vested during 2023 and for which the Partnership does not share in the expense. Equity Awards Name Award Type Number of Shares or Units Acquired on Vesting Value Realized on Vesting David L. Lamp Incentive Units 44,722 $ 2,019,646 (1) Incentive Units 24,178 973,648 (2) Incentive Units 13,963 495,268 (3) 82,863 $ 3,488,562 Mark A. Pytosh Incentive Units 13,536 $ 611,286 (1) Phantom Units 31,096 3,650,359 (4) (5) Incentive Units 7,614 306,616 (2) Phantom Units 2,925 329,765 (6) Incentive Units 4,116 145,995 (3) Phantom Units 2,001 186,933 (7) 61,288 $ 5,230,954 Dane J. Neumann Incentive Units 4,502 $ 203,310 (1) Incentive Units 7,737 311,569 (2) Incentive Units 5,078 180,117 (3) 17,317 $ 694,996 Melissa M. Buhrig Incentive Units 19,260 $ 869,782 (1) Incentive Units 11,025 443,977 (2) Incentive Units 6,085 215,835 (3) 36,370 $ 1,529,594 Jeffrey D. Conaway Incentive Units 465 $ 21,985 (8) Incentive Units 2,444 110,371 (1) Incentive Units 2,804 112,917 (2) Incentive Units 1,490 52,850 (3) 7,203 $ 298,123 (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) 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 Table of Contents Reimbursement of Expenses of Our General Partner Our General Partner and its affiliates are reimbursed for expenses incurred on our behalf under the Corporate MSA. 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. For the year ended December 31, 2023, the total amount paid to our General Partner and its affiliates (including amounts paid to CVR Energy pursuant to the Corporate MSA) was approximately $18.9 million. Our partnership agreement provides that our General Partner determines which of its affiliates’ expenses are allocable to us and the Corporate MSA provides that CVR Energy invoice us monthly for services provided thereunder. Our General Partner may dispute the costs that CVR Energy charges us under the Corporate MSA, but we are not entitled to a refund of any disputed cost unless it is determined not to be a reasonable cost incurred by CVR Energy in connection with services it provided. Change-in-Control and Termination Payments Our named executive officers are entitled to severance and other benefits from CVR Energy following the termination of their employment under certain circumstances as follows: 2021 Employment Agreement . If Mr. 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) Severance Payments (2) LTIP Payout (3) Incentive Payment (4) Death, Disability or Termination other than for cause or Resignation for good reason, in each case not in connection with a change-in-control ü ü ü Resignation or Retirement ü Termination without cause or Resignation for good reason, in each case in connection with a change-in-control (5) ü ü ü (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) Includes continuation of base salary for the lesser of (i) six months, and (ii) the remainder of the term, plus a pro-rata Annual Bonus for the fiscal year of termination based on individual achievement and/or performance criteria for such fiscal year, and/or in the case of termination due to disability, payments under CVR Energy’s disability plan(s). (3) Includes the value of full vesting of any unvested incentive units (and accumulated dividend equivalent rights) but only if such incentive units were granted more than one year prior to the date of termination of employment, calculated based on the 10-day average closing price of a share of CVR Energy. (4) $10 million. (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. As a condition to receiving these severance benefits, Mr. Lamp must execute, deliver and not revoke a general release of claims and abide by restrictive covenants relating to non-solicitation and non-competition during Mr. Lamp’s employment term, and thereafter during the period he receives severance payments or supplemental disability payments, as applicable, or for six months following the end of the term (if no severance or disability payments are payable), as well as a perpetual restrictive covenant relating to non-disclosure and non-disparagement and covenants relating to non-solicitation and noncompetition. If any payments or distributions due to Mr. Lamp would be subject to the excise tax imposed under Section 4999 of the Code, December 31, 2023 | 102 Table of Contents 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. Lamp is entitled upon employment termination, are as defined in the 2021 Employment Agreement and are qualified thereby in the entirety. CVI Severance Plan. Messrs. Pytosh, Neumann, and Conaway and Ms. Buhrig do not have employment agreements. However, under the CVI Severance Plan, Messrs. Pytosh, Neumann, and Conaway and Ms. Buhrig are generally eligible for certain payments in the event of their involuntary termination (other than for cause, as defined in the CVI Severance Plan) or their resignation for good reason (as defined in the CVI Severance Plan) in connection with a change-in-control, as follows: Reason for Employment Termination Accrued Amounts (1) Severance Payments (2) Vesting Acceleration (3) Involuntary termination (other than for cause) in connection with a change-in-control (4) ü ü ü Resignation for good reason in connection with a change-in-control (4) ü ü ü (1) The sum of any base pay earned but unpaid through the date of termination, any unused accrued paid time off in accordance with the applicable paid time off policy, any unreimbursed expenses in accordance with the applicable expense reimbursement policy, and any accrued and vested rights or benefits under any CVR Energy sponsored employee benefits plans. (2) The sum of (a) twelve (12) months of base pay, and (b) the average of the annual bonuses actually paid during the three calendar years immediately preceding (or for such shorter period of time or 100% of target bonus, if applicable ). (3) Accelerated vesting as to 100% of the unvested incentive awards, calculated based on the 20-day average closing price of a share or common unit of CVR Energy or the Partnership, as applicable, plus any accrued dividends declared and paid through the vest date. (4) Occurring within the 120 days preceding or the 24 months following a change-in-control (as defined in the CVI Severance Plan). Payout of these amounts are subject to various conditions including the execution of a release agreement, a perpetual restrictive covenant relating to non-disclosure and non-disparagement and covenants relating to non-solicitation and non-competition for a period of 12 months. Award Agreements. 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. 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 Table of Contents 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. Name and Severance Benefit Death Disability Retirement Termination without Cause Resignation for Good Reason (1) (2) (1) (2) David L. Lamp Benefits Continuation $ — $ — $ — $ — $ — $ — $ — Accrued Amounts (3) 1,782,100 1,782,100 1,782,100 1,782,100 1,782,100 1,782,100 1,782,100 Accelerated Vesting - Incentive Units (4) 3,022,931 3,022,931 — 3,022,931 3,022,931 1,979,738 3,022,931 Cash Severance (5) 550,000 550,000 — 550,000 10,000,000 550,000 10,000,000 Total Amount $ 5,355,031 $ 5,355,031 $ 1,782,100 $ 5,355,031 $ 14,805,031 $ 4,311,838 $ 14,805,031 Mark A. Pytosh Benefits Continuation $ — $ — $ — $ — $ — $ — $ — Accelerated Vesting - Phantom Units (6) 445,098 445,098 — 445,098 1,455,134 — 1,455,134 Accelerated Vesting - Incentive Units (7) 313,179 313,179 — 313,179 1,094,855 — 1,094,855 Cash Severance (8) — — — — 1,369,706 — 1,369,706 Total Amount $ 758,277 $ 758,277 $ — $ 758,277 $ 3,919,695 $ — $ 3,919,695 Dane J. Neumann Benefits Continuation $ — $ — $ — $ — $ — $ — $ — Accelerated Vesting - Incentive Units (7) 388,236 388,236 — 388,236 1,289,350 — 1,289,350 Cash Severance (8) — — — — 1,172,700 — 1,172,700 Total Amount $ 388,236 $ 388,236 $ — $ 388,236 $ 2,462,050 $ — $ 2,462,050 Melissa M. Buhrig Benefits Continuation $ — $ — $ — $ — $ — $ — $ — Accelerated Vesting - Incentive Units (7) 467,409 467,409 — 467,409 1,622,456 — 1,622,456 Cash Severance (8) — — — — 1,471,625 — 1,471,625 Total Amount $ 467,409 $ 467,409 $ — $ 467,409 $ 3,094,081 $ — $ 3,094,081 Jeffrey D. Conaway Benefits Continuation $ — $ — $ — $ — $ — $ — $ — Accelerated Vesting - Incentive Units (7) 117,209 117,209 — 117,209 409,677 — 409,677 Cash Severance (8) — — — — 520,989 — 520,989 Total Amount $ 117,209 $ 117,209 $ — $ 117,209 $ 930,666 $ — $ 930,666 (1) Severance payments and benefits in the event of termination without cause or resignation for good reason not in connection with a change in control. (2) Severance payments and benefits in the event of termination without cause or resignation for good reason in connection with a change in control. (3) Accrued Amounts represents, as defined in the 2021 Employment Agreement, Mr. Lamp’s earned but unpaid Annual Bonus under the 2023 CVI Plan. (4) For Mr. 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 Table of Contents 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. Lamp’s 2021 Employment Agreement. (5) For Mr. Lamp, the cash severance amount upon (A) death, disability, or termination without cause or resignation for good reason not in connection with a change in control represents, as defined in the 2021 Employment Agreement, 6-months of Base Salary; and (B) termination without cause or resignation for good reason in connection with a change in control represents, the Incentive Payment. 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 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. (6) For Mr. 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, Neumann and Conaway 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, 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; 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. (8) For Messrs. Pytosh, Neumann and Conaway 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 full calendar years in which they served as a named executive officer. Pay Ratio 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. Lamp, our Executive Chairman, and Mr. Pytosh, our President and Chief Executive Officer (collectively, “PEOs”), we used the following methodology and made the following material assumptions, adjustments, and estimates: (1) We determined that, as of December 31, 2023, the number of employees of the Partnership and its consolidated subsidiaries consisted of 310 individuals, excluding our PEOs who are employed by CVR Services. (2) To identify the “median employee” from the employee population, we compared the amount of annual total compensation of such employees for 2023 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which consisted of salary, bonus, non-equity incentive plan compensation and other compensation. We “annualized” the compensation of our full-time and part-time permanent employees as of December 31, 2023, to adjust for the portion of the year that the employee did not work, if applicable. We did not make any cost-of-living adjustments in identifying the “median employee”. (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. (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. Lamp’s and Mr. 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 Table of Contents 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: Annual total compensation of Median Employee (1) $130,537 Annual total compensation of Executive Chairman (2) $450,083 CEO Pay Ratio (Executive Chairman) 3:1 Annual total compensation of President & CEO (2) $1,593,178 CEO Pay Ratio (President & CEO) 12:1 (1) Excludes our PEOs. (2) Adjusted to reflect the portion of such compensation attributable to service to the Partnership. 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 (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 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 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 Board 6 Audit Committee 12 Compensation Committee 6 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 Table of Contents The following table sets forth the compensation earned by or paid to each independent director of our General Partner who are not officers, employees, or directors of CVR Energy or its affiliates for the year ended December 31, 2023: Name Fees Earned or Paid in Cash (1) Unit Awards Total Compensation Donna R. Ecton $ 55,000 $ — $ 55,000 Frank M. Muller, Jr. 55,500 — 55,500 Peter K. Shea 50,500 — 50,500 (1) Amounts reflected in this column include annual retainer fees and additional fees for service as committee members, including for service in chair positions. Item 12. 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: None — — — 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 The following table presents information regarding beneficial ownership of our common units as of February 20, 2024 by: • our General Partner; • each of our General Partner’s directors; • each of our named executive officers; • each unitholder known by us to beneficially hold five percent or more of our outstanding units; and • all of our General Partner’s executive officers and directors as a group. 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 December 31, 2023 | 107 Table of Contents applicable. The business address for each of our beneficial owners is c/o CVR Partners, LP, 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479. Common Units Beneficially Owned Name of Beneficial Owner Number Percent CVR Services, LLC (1) 3,892,000 36.8 % Barclays Plc (2) 621,054 5.8 % CVR GP, LLC (3) — — Jordan Bleznick — — Donna R. Ecton 1,250 * David L. Lamp — — Frank M. Muller, Jr. 3,512 * Mark A. Pytosh 30,593 * Peter K. Shea 59 * Melissa M. Buhrig 2,200 * Jeffrey D. Conaway — — Dane J. Neumann — — All directors and executive officers of our General Partner as a group (9 persons) (4) 37,614 * * Less than 1% (1) CVR Services is an indirect wholly-owned subsidiary of CVR Energy, with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479. CVR Energy may be deemed to have direct beneficial ownership of the common units held by CVR Services by virtue of its control of CVR Services. The directors of CVR Energy are Jaffrey A. Firestone, Hunter C. Gary, David L. Lamp, Stephen Mongillo, Ted Papapostolou and James M. Strock. (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. (3) CVR GP, LLC, a wholly-owned subsidiary of CVR Services, is our General Partner and manages and operates CVR Partners and has a non-economic general partner interest with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479. (4) The number of common units owned by all of the directors and executive officers of our General Partner, as a group, reflects the sum of (i) the 30,593 common units owned by Mr. Pytosh, (ii) the 2,200 common units owned by Ms. Buhrig, (iii) the 1,250 common units owned by Ms. Ecton, (iv) the 3,512 common units owned by Mr. Muller, and (v) the 59 common units owned by Mr. Shea. Item 13. Certain Relationships and Related Transactions, and Director Independence 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 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. Our Coffeyville Facility is party to the Coffeyville Master Service Agreement, the Terminal and Operating Agreement, and the Environmental Agreement. Further, some of these agreements were not the result of arm’s-length negotiations and the terms of these agreements are not necessarily at least as favorable to the parties to these agreements as terms which could have been obtained from unaffiliated third parties. Refer to Part II, Item 8, Note 12 (“Related Party Transactions”) of this Report for additional information related to these agreements. Refer also to Part IV, Item 15 of this Report for the filed agreements. December 31, 2023 | 108 Table of Contents 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, 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. The directors and officers of our General Partner have fiduciary duties to manage our General Partner in a manner beneficial to CVR Services, its owner, and the stockholders of CVR Energy, its indirect parent. At the same time, our General Partner has a contractual duty under our partnership agreement to manage us in a manner that is in our best interests. Whenever a conflict arises between our General Partner, on the one hand, and CVR Services or any other public unitholder, on the other, our General Partner will resolve that conflict. Our partnership agreement contains provisions that replace default fiduciary duties with contractual corporate governance standards as set forth therein. Related Party Transaction Policy 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. 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 material interest. 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. After appropriate review, the Board or the Conflicts Committee may approve or ratify a related party transaction if such transaction is consistent with the Related Party Transaction Policy and is on terms that, taken as a whole, are no less favorable to us than could be obtained in an arm’s-length transaction with an unrelated third-party, unless the Board or the Conflicts Committee otherwise determines that the transaction is not in our best interests. 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. Director Independence The NYSE does not require a listed publicly traded partnership, such as ours, to have a majority of independent directors on the Board of our General Partner. The Board consists of six directors, three of whom the Board has affirmatively determined are independent in accordance with the rules of the NYSE. For a discussion of the independence of the Board, please see Part III, Item 10. Directors, Executive Officers and Corporate Governance. Item 14. Principal Accounting Fees and Services 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. The charter of the Audit Committee of the Board, which is available on our website at www.CVRPartners.com, requires the Audit Committee to pre-approve all audit services and non-audit services (other than de-minimis non-audit services as defined by the Sarbanes-Oxley Act of 2002) to be provided by our independent registered public accounting firm. The Audit Committee has a pre-approval policy with respect to services that may be performed by the independent auditors. The Audit Committee pre-approved all fees incurred in fiscal year 2023. December 31, 2023 | 109 Table of Contents 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: Year Ended December 31, (in thousands) 2023 2022 Audit fees (1) $ 706 $ 711 Audit-related fees — — Tax fees — — All other fees — — Total $ 706 $ 711 (1) Represents the aggregate fees for professional services rendered for the annual audit of the Partnership’s financial statements, the annual audit of the effectiveness of the Partnership’s internal control over financial reporting, comfort letters, consents, and consultations on financial accounting and reporting standards arising during the course of the audits and reviews. Also includes the review of the consolidated financial statements included in the Partnership’s quarterly reports on Form 10-Q. December 31, 2023 | 110 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements - See Part II, Item 8 of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedules - All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “SEC”) are not required under the related instructions or are inapplicable and therefore have been omitted. (a)(3) Exhibits INDEX TO EXHIBITS Exhibit Number Exhibit Description 3.1** Third Amended and Restated Limited Liability Company Agreement of CVR GP, LLC, dated April 13, 2011 (incorporated by reference to Exhibit 3.4 of the Form 10-K filed on February 24, 2012). 3.2** Composite copy of the Second Amended and Restated Agreement of Limited Partnership of CVR Partners, LP (as amended by Amendment No. 1 effective January 1, 2018) (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed 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). 4.2** Specimen certificate for the common units (incorporated by reference to Appendix A to the Prospectus contained within the Form S-1/A filed on March 17, 2011). 4.3** Amended and Restated Registration Rights Agreement, dated as of April 13, 2011, by and between CVR Partners, LP and Coffeyville Resources, LLC (incorporated by reference to Exhibit 10.6 of the Form 8-K/A filed by CVR Energy, Inc. on May 23, 2011 (Commission File No. 001-33492)). 4.4** Indenture, dated as of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on June 23, 2021). 4.5** Form of 6.125% Senior Secured Note due 2028 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on June 23, 2021). 10.1** Environmental Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.7 of the Form 10-Q filed by CVR Energy, Inc. on December 6, 2007 (Commission File No. 001-33492)). 10.1.1** Supplement to Environmental Agreement, dated as of February 15, 2008, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.17.1 of the Form 10-K filed by CVR Energy, Inc. on March 28, 2008 (Commission File No. 001-33492)). 10.1.2** Second Supplement to Environmental Agreement, dated as of July 23, 2008, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed by CVR Energy, Inc. on August 14, 2008 (Commission File No. 001-33492)). 10.2** Amended and Restated Omnibus Agreement, dated as of April 13, 2011, among CVR Energy, Inc., CVR GP, LLC and CVR Partners, LP (incorporated by reference to Exhibit 10.2 of the Form 8-K/A filed by CVR Energy, Inc. on May 23, 2011 (Commission File No. 001-33492)). 10.3** Lease and Operating Agreement, dated as of May 4, 2012, by and between Coffeyville Resources Terminal, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.2 of the Form 10-Q filed on August 2, 2012). 10.4** Master Service Agreement among Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC, dated February 19, 2020 (incorporated by reference to Exhibit 10.13 of the Form 10-K filed on February 20, 2020). December 31, 2023 | 111 Table of Contents 10.5** Master Service Agreement among CVR Services, LLC and subsidiaries of CVR Energy, dated February 19, 2020 (incorporated by reference to Exhibit 10.14 of the Form 10-K filed on February 20, 2020). 10.5.1** Amendment to Master Service Agreement, dated as of April 12, 2022, among CVR Services, LLC and the Partnership and its subsidiaries (incorporated by reference to Exhibit 10.6 of the Form 10-Q filed on May 3, 2022). 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 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). 10.6.3**+ 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). 10.7**+ Performance Unit Award Agreement, dated as of November 1, 2017, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.22 to the Partnership’s Form 10-K filed on February 23, 2018 (Commission File No. 001-35120)). 10.8** Form of Indemnification Agreement (incorporated by reference to Exhibit 10.26 of the Form 10-K filed on February 24, 2012). 10.9**+ CVR Energy, Inc. Change in Control and Severance Plan, as amended effective January 1, 2022 (incorporated by reference to Exhibit 10.11.1 of the Form 10-K filed on February 23, 2022). 10.10** Collateral Trust Agreement, dated as of June 10, 2016, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 16, 2016). 10.11** Parity Lien Security Agreement, dated as of June 10, 2016, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on June 16, 2016). 10.12** Intercreditor Agreement, dated as of September 30, 2016, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their affiliates from time to time party thereto, UBS AG, Stamford Branch, as administrative agent and collateral agent for the secured parties, Wilmington Trust, National Association, as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on October 6, 2016). 10.13** On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of July 31, 2020 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on August 4, 2020). 10.13.1** Amendment No. 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**+&#x5E; 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**+&#x5E; 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). 10.16*+&#x5E; 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 Table of Contents 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**&#x5E; 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**&#x5E; 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). 10.21** Joinder Agreement (Other Parity Lien Obligations), dated as of September 30, 2021, among Wilmington Trust, National Association (“WTNA”), as an other applicable parity obligations representative, UBS AG, Stamford Branch (“UBS”), as collateral agent under the existing ABL Facility, WTNA, as applicable parity lien representative, WTNA, as parity lien collateral trustee, Wells Fargo, as collateral agent under the ABL Credit Facility and CVR Partners (on behalf of itself and its subsidiaries) to that certain intercreditor agreement dated as of September 30, 2016 (as amended, supplemented or otherwise modified to date), among the Credit Parties, certain of their subsidiaries from time to time party thereto, UBS as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on September 30, 2021). 10.22**+ Employment Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 27, 2021). 10.23**+ Amendment to Performance Unit Award Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on December 27, 2021). 10.24** Õ &#x5E; 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 &#x5E; 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 23.1* Consent of Grant Thornton LLP. 31.1* Rule 13a-14(a) or 15(d)-14(a) Certification of Executive Chairman. 31.2* Rule 13a-14(a) or 15(d)-14(a) Certification of President and Chief Executive Officer. 31.3* Rule 13a-14(a) or 15(d)-14(a) Certification of Executive Vice President and Chief Financial Officer. 31.4* Rule 13a-14(a) or 15(d)-14(a) Certification of Chief Accounting Officer and Corporate Controller. 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 Table of Contents 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) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Comprehensive Income (Loss), (4) Consolidated Statement of Partners’ Capital, (5) Consolidated Statements of Cash Flows and (6) the Notes to Consolidated Financial Statements, tagged as blocks of text. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Previously filed. † Furnished herewith. + 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. &#x5E; 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 : Pursuant to the rules and regulations of the SEC, we may file or incorporate by reference agreements referenced as exhibits to the reports that we file with or furnish to the SEC. The agreements are filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Partnership or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Partnership or its business or operations on the date hereof. Item 16. Form 10-K Summary None. December 31, 2023 | 114 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CVR Partners, LP By: CVR GP, LLC, its general partner By: /s/ MARK A. PYTOSH Mark A. Pytosh President and Chief Executive Officer Date: February 21, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report had been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ DAVID L. LAMP Director and Executive Chairman (Principal Executive Officer) February 21, 2024 David L. Lamp /s/ MARK A. PYTOSH Director, President and Chief Executive Officer (Principal Executive Officer) February 21, 2024 Mark A. Pytosh /s/ DANE J. NEUMANN Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial Officer) February 21, 2024 Dane J. Neumann /s/ JEFFREY D. CONAWAY Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) February 21, 2024 Jeffrey D. Conaway /s/ JORDAN BLEZNICK Chairman of the Board of Directors February 21, 2024 Jordan Bleznick /s/ DONNA R. ECTON Director February 21, 2024 Donna R. Ecton /s/ FRANK M. MULLER, JR. Director February 21, 2024 Frank M. Muller, Jr. /s/ PETER K. SHEA Director February 21, 2024 Peter K. Shea December 31, 2023 | 115