What changed in this filing

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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-21 · 299 added, 253 removed, 932 unchanged (37% of the section changed)

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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.

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

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

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

During the three months ended December 31, 2024, no director or officer of the 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.

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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.

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, UAN Services, LLC (“UAN Services” or the “GP Sole Member”) an indirect wholly owned subsidiary of CVR Energy, Inc.

(“CVR Energy”), subject to the terms and conditions specified in our partnership agreement.

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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.

Actions by our General Partner that are made in its individual capacity are made by the GP Sole Member and not by the Board.

Our partnership agreement contains various provisions which replace default fiduciary duties with more limited contractual corporate governance standards.

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Ecton, Frank M.

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

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

one non-management director who is a former officer of Icahn Enterprises L.P.

(“IEP”)(Jordan Bleznick);

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

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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.

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.

All actions of the Board, or any committee thereof, require either (i) the affirmative vote of at least a majority of the directors (or members of such committee) present or (ii) the unanimous written consent (in lieu of meeting) of the directors (or members of such committee).

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.

In 2024, the Board met four times.

Each of the directors who served during 2024 attended 100% of the meetings of the Board and committees on which he or she served during their respective tenure.

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

Director, Executive Chairman

77 Key Skills and Expertise:

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ü Executive Leadership

ü Finance & Accounting

ü Legal/Regulatory/Compliance

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ü Risk Management

ü Industry/Operations

ü ESG/Sustainability/EH&S

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Board Committees:

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

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

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

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

Other Public Company Directorships (current):

CVR Energy, Inc.

Other Public Company Directorships (within past 5 years):

CVR Refining, LP (2018-2019)

Michigan State University, B.S.

Chemical Engineering

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

Conflicts, Chair

Environmental, Health & Safety

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

Other Public Company Directorships (within past five years):

KAR Auction Services, Inc.

Other Professional Experience and Community Involvement:

Trustee, Board of Trustees, Hillsdale College;

Board Member, American Classical Education Foundation;

Member, Business Advisory Council, Carnegie Mellon Graduate School of Industrial Administration;

Overseer, Harvard Board of Overseers;

Member and President, Harvard Business School, Executive Council

Wellesley College, B.A.

Economics, Durant Scholar;

Harvard Graduate School of Business Administration, MBA

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

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Director, President & Chief Executive Officer

Director, Executive Chairman

67 Key Skills and Expertise:

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ü Executive Leadership

ü Finance & Accounting

ü Legal/Regulatory/Compliance

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ü Industry/Operations

ü IT/Cybersecurity

ü ESG/Sustainability/EH&S

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Board Committees:

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

Environmental, Health & Safety

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

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

Other Professional Experience and Community Involvement:

Director, Fertilizer Institute (since 2015);

Director, University of Illinois Foundation (since 2007);

Former CFO, Tervita Corp.;

Former SVP & CFO, Covanta Energy Corp.;

Former SVP & CFO, Waste Services, Inc.

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

❖ 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.

Other Public Company Directorships (within past 5 years):

CVR Refining, LP (2018-2019)

Michigan State University, B.S.

Chemical Engineering

82 Key Skills and Expertise:

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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

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Board Committees:

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

Conflicts, Chair

❖ Toby Enterprises, President (1999 to current)

Compensation, 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.

❖ 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:

Trustee, Board of Trustees, Hillsdale College;

Member, Business Advisory Council, Carnegie Mellon Graduate School

of Industrial Administration;

Overseer, Harvard Board of Overseers;

Member and President, Harvard Business School, Executive Council

Wellesley College, B.A.

Economics, Durant Scholar;

Harvard Graduate School of Business Administration, MBA

Expertise in business acquisitions and joint ventures;

Served in the United States Army;

Former Chairman, Topaz Technologies, LTD.

Texas A&M University, B.S.;

Texas A&M University, MBA

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Director, President & Chief Executive Officer

60 Key Skills and Expertise:

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ü Finance & Accounting

ü Legal/Regulatory/Compliance

ü Human Resources/Executive Compensation

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Board Committees:

❖ Toby Enterprises, President (1999 to current)

Compensation, Chair

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

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

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

Other Professional Experience and Community Involvement:

Expertise in business acquisitions and joint ventures;

Served in the United States Army;

Former Chairman, Topaz Technologies, LTD.

Texas A&M University, B.S.;

Texas A&M University, MBA

Director, Fertilizer Institute (since 2015);

Director, University of Illinois Foundation (since 2007);

Former CFO, Tervita Corp.;

Former SVP & CFO, Covanta Energy Corp.;

Former SVP & CFO, Waste Services, Inc.

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

73 Key Skills and Expertise:

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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

The Board has affirmatively

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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.

determined that each of Ms.

Ecton and Messrs.

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

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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 Assists the Board in its oversight of the governance portions of the Partnership’s Environmental, Social and Governance (“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.

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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.

Acted by Written Consent in 2024:

Meetings in 2024:

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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 2024 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.

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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.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of Partnership securities by the Partnership and its directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Partnership.

The Partnership’s Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Officers

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

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

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

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

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

Neumann has served as the Executive Vice President, Chief Financial Officer and Assistant Secretary 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.

Before assuming his current roles, Mr.

Neumann 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, and in various other roles within our finance organization from June 2018 to June 2020, including Vice President of Financial Planning & Analysis and Director of Projects & Controls.

Neumann has 15 years of experience in the refining and petrochemicals industry in the areas of 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.

and Northern Tier Energy LP.

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.

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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.

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

Buhrig served as general counsel and in various other senior executive roles, including compliance officer, for several current and former publicly traded refining and marketing entities, including with Delek US Holdings, Inc., Western Refining, Inc., and Northern Tier Energy LP.

Buhrig has more than 25 years of legal and energy industry experience including in the areas of mergers and acquisitions, corporate governance, securities, compliance, litigation, regulatory matters, and human resources.

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

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

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

Before assuming those roles, Mr.

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

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

Before joining CVR Partners, Mr.

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

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

Prior to joining CVR Partners, Mr.

Conaway served as assistant controller of Patterson-UTI Energy, Inc.

from February 2019 to August 2020 and in various roles of increasing responsibility at CITGO Petroleum Corporation from August 2010 to February 2019, including as senior advisor from November 2017 to February 2019.

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

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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.

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

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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.

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 a subsidiary of CVR Energy 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;

• 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.

• CVR Energy 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 Energy for any portion of the costs that CVR Energy 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;

• We pay 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 Energy on behalf of the Partnership or its subsidiaries without markup.

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

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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.

Although our Compensation Committee generally engages in discussions with the CVI Compensation Committee regarding the performance of and compensation for our 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.

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In setting named executive officer compensation for 2024, 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.

The Compensation Committee further considered the structure it utilized for 2023 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 2024 Annual Meeting, at which CVR Energy stockholders overwhelmingly approved, on an advisory basis, its named executive officer compensation for 2023, including for Mr.

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 2024 compensation the same as 2023.

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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.

(1) Calculation based upon that portion of our CEO’s 2024 base salary, target annual performance-based bonus, and target long-term cash phantom unit awards (“UAN Share-Based Cash 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.

As was the case in 2023, the three primary components of CVR Partners’ compensation program for 2024 included base salary, an annual performance-based cash bonus, and an annual long-term UAN Share-Based Cash Award that vests 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.

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2023 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

In February 2024, the Compensation Committee evaluated the metrics included in the CVR Partners, LP and Subsidiaries 2023 Performance-Based Bonus Plan - FERTILIZER (the “2023 UAN Plan”), which applies to Mr.

Pytosh and all eligible employees of the Partnership’s subsidiaries, and the Partnership’s Mission and Core 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.

1 In February 2024 , the CVI Compensation Committee determined a base salary for Mr.

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

P ytosh of $260,519 bas ed on his time dedicated to CVR Energy.

Pytosh’s collective base salary, including that determined by the Compensation Committee , was $651,298.

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2023, the Compensation Committee approved payout to Mr.

these considerations, 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.

2024 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.

In February 2024, the Compensation Committee, following consultation with our Executive Chairman, established the CVR Partners, LP and Subsidiaries 2024 Performance-Based Bonus Plan - FERTILIZER (the “2024 UAN Plan”), which applies to Mr.

Pytosh and all eligible employees of the Partnership’s subsidiaries, and contains terms generally equivalent to the 2023 UAN Plan subject to adjustments to the reliability and operating expense measures and that align with the compensation philosophy and objectives outlined above.

As was the case with the 2023 UAN Plan, payout under the 2024 UAN Plan is dependent first on achievement of an Adjusted EBITDA Threshold 3 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 Core 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 2024 UAN Plan are as follows:

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7.0% 50% of Target Percentage (Threshold)

5.01% to 6.99%

Linear Interpolation between Threshold and Target

5.51% to 6.99% Linear Interpolation between Threshold and Target

5.50% Target Percentage

4.0% to 4.99%

Linear Interpolation between Target and Maximum

4.0% to 5.49% Linear Interpolation between Target and Maximum

Less than 4.0%

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2 In February 2024, 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.

Pytosh under the CVR Energy, Inc.

and Subsidiaries 2023 Performance-Based Bonus Plan - CORPORATE (“2023 CVI Plan”) of $359,300, approximately 108% of target, based on base-salary determined by CVR Energy.

Pytosh’s collective bonus payout, including amounts determined by the Compensation Committee was $865,700.

3 Per the 2024 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.

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Fifth 50% of Target Percentage

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 Peer Group utilized in the 2024 UAN Plan for determination of achievement for return on capital employed (“ROCE”) was selected by the Compensation Committee based on discussions with the Executive Chairman and the President and Chief Executive Officer and the Directors’ knowledge of the fertilizer industry, and was intended to include companies in the fertilizer industry with similar operations to the Partnership and those with which the Partnership competes for executive talent.

The Compensation Committee elected to keep the Peer Group for 2024 the same as 2023, including CF Industries Holdings, Inc.;

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The Andersons, Inc.;

Green Plains Partners LP;

and Flotek Industries Inc.

and Flotek Industries Inc., other than elimination of Green Plains Partners LP as a peer due to its delisting in early 2024 (the “2024 Fertilizer Peer Group”).

The 2024 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 2024 UAN Plan.

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Bonus Achievement

TRIR Increase of 367%

PSIR Decrease of 100%

TRIR Decrease of 36%

PSIR No change

EE Less than 20

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Pytosh under the 2024 UAN Plan of $641,600, approximately 128% of his respective target annual bonus based on his base salary for the Partnership.

Long-Term Incentive Awards.

Long-Term Incentive Share-Based Cash 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.

The amount of a UAN Share-Based Cash 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.

Effective December 2023, 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.

The total value of all perquisites and personal benefits provided to each of its named executive officers in 2023 was less than $10,000.

During 2023, all of the named executive officers participated in the health and welfare benefit and retirement plans of CVR Energy.

Pytosh a long-term, UAN Share-Based Cash Award of 11,066 phantom units of the Partnership, as part of his 2024 compensation, which phantom units vest ratably over three years, subject to the terms and conditions of the award agreement.

The Partnership does not currently offer perquisites to its named executive officers that are not available to other employees, and as a result, no named executive officer had perquisites in 2024 with an aggregate value in excess of $10,000.

During 2024, all of the named executive officers participated in the health and welfare benefit and retirement (401(k)) plans of CVR Energy, which are also generally available to all other qualified salaried employees.

Other Forms of Compensation.

Our Executive Chairman, 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.

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4 In February 2025, 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.

Pytosh under the CVR Energy, Inc.

and Subsidiaries 2024 Performance-Based Bonus Plan - CORPORATE (the “2024 CVI Plan”), based on CVR Energy’s achievement under the 2024 CVI Plan, which contains measures generally equivalent to the measures applicable under the 2024 UAN Plan, of 111% , resulting in a total performance-based bonus payout attributable to CVI of $380,200.

5 Effective December 2023, as part of his 2024 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.

Pytosh a long-term cash incentive award of 15,921 incentive units in connection with (but not under) the long-term incentive plan (the “CVR Energy LTIP”) of CVR Energy (a “CVI Share-Based Cash Award” and together with the UAN Share-Based Cash Awards, the “Share-Based Cash Awards”), which will vest in one-third increments every December following the date of award, subject to the terms of the award agreement.

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2024 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.

The objectives, considerations, process and structure utilized by the CVI Compensation Committee in setting 2024 compensation for named executive officers of CVR Energy, was generally identical to the objectives, considerations, process, and structure used by the Compensation Committee.

Related to 2024, the CVI Compensation Committee approved:

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• 2023 Performance-Based Bonus Plan Results .

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

The 2023 CVI Plan included target payouts as a percentage of base salary of 150% for Mr.

Lamp, 135% for Mr.

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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 2024, the CVI Compensation Committee approved payouts for Messrs.

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Buhrig under the 2023 CVI Plan of $1,782,100, $359,300, $699,000, $201,100, and $843,800, 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.

• 2024 Performance-Based Bonus Plan Results.

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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.

Conaway, contained terms and performance measures substantially similar to the 2024 UAN Plan and like the 2024 UAN Plan, conditioned payout thereunder on achievement of an Adjusted EBITDA Threshold.

6 The peer group in the 2024 CVI Plan are six publicly traded petroleum refining and marketing companies identified by the CVI Compensation Committee to be similar to CVR Energy with respect to operations and also competitive with CVR Energy for executive talent (Delek US Holdings, Inc.;

HF Sinclair Corporation;

Marathon Petroleum Corp.;

Par Pacific Holdings, Inc.;

PBF Energy Inc.;

and Valero Energy Corp.), as well as the 2024 Fertilizer Peer Group, on a weighted basis.

In February 2025, the CVI Compensation Committee approved payouts for Messrs.

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• 2024 Long-Term Incentive Awards.

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

In December 2023, as part of 2024 compensation, the CVI Compensation Committee granted long-term, CVI Share-Based Cash Awards in connection with (but not under) the CVR Energy LTIP to Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig of 41,888;

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.

Buhrig of 52,165, 15,921, 19,822, 6,133, and 23,964, respectively, which vest in one-third increments each December following the date of award, subject to the terms and conditions of the award agreement.

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.

CVR Partners has not established equity ownership requirements for its executive officers, and all long-term incentive UAN Share-Based Cash Awards issued in connection with but not under the CVR Partners Long-Term Incentive Plan (“CVR Partners LTIP”) are 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.

Additionally, equity-settled compensation in the form of Partnership common units would dilute the ownership interests of existing unit holders.

However, the Compensation Committee may consider in the future whether long-term incentive awards should include an option to settle with equity.

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.

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

6 Per the 2024 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, and includes components from both CVR Energy’s fertilizer segment (CVR Partners) and petroleum segment.

7 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.

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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.

We have a Policy for the Recovery of Erroneously Awarded Compensation applicable to executive officers that implements the incentive-based compensation recovery or clawback 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.

Additionally, our award agreements for UAN Share-Based Cash Awards and our 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 UAN Share-Based Cash Award agreements and the our performance-based bonus plan.

December 31, 2024 | 94

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

(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.

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

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

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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.

Pytosh, phantom units granted in connection with (but not under) the CVR Partners LTIP.

(4) Amounts in this column reflect amounts earned under the CVR Energy performance-based bonus plan for the applicable year, and additionally for Mr.

Pytosh, amounts earned under the CVR Partners performance-based bonus plan for the applicable year, each of which were paid in the following year.

(5) Amounts in this column reflect the following:

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

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(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.

December 31, 2024 | 96

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.

Lamp, a retroactive catch-up payment,for the 10-day period from December 22, 2021 to December 31, 2021, equal to the difference between Mr.

Lamp’s prior base salary and the base salary under his December 22, 2021 Employment Agreement with the Company (the “2021 Employment Agreement”), which expired on December 31, 2024.

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

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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:

The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2024 UAN Plan and the 2024 CVI Plan, as well as amounts that could have been earned from long-term cash phantom unit awards granted in connection with (but not under) the CVR Partners LTIP and from long-term incentive awards granted under the CVR Energy LTIP during 2024:

Estimated Future Payouts Under

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The performance measures for 2024 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;

(2) Amounts in these columns reflect the number of and grant date fair value, as calculated in accordance with Topic 718, of (i) a long-term incentive UAN Share-Based Cash Award of phantom units awarded to Mr.

Pytosh during 2024 as part of 2025 compensation in connection with (but not under) the CVR Partners 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.

Buhrig by CVR Energy during 2024 as part of 2025 compensation under the CVR Energy LTIP.

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For more information and full description of the 2024 CVI Plan and the 2024 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.

Option Grant Practices

In recent years, we have not granted stock options, stock appreciation rights or similar instruments with option-like features to our employees.

We therefore (i) do not grant, and have not granted, such instruments in anticipation of the release of material nonpublic information, (ii) we do not time, and have not timed, the release of material nonpublic information based on grant dates of such instruments or for the purpose of affecting the value of executive compensation and (iii) we do not take, and have not taken, material nonpublic information into account when determining the timing and terms of such instruments.

As options, stock appreciation rights or similar instruments with option-like features have not been an element of employee compensation in recent years, we do not have a formal policy with respect to the timing of grants thereof, and we did not grant options, stock appreciation rights or similar instruments with option-like features in 2024.

Employment Agreement and Incentive Payment

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

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

During 2024, Mr.

Lamp was subject to an employment agreement, which became effective on December 22, 2021 (the “2021 Employment Agreement”) and expired on December 31, 2024, following the completion of its three-year term.

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;

• 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.

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:

Lamp was eligible to annually receive:

• A base salary of $1,100,000;

• A cash bonus with a target award equal to 150% of his annual base salary, with the actual amount of such bonus received based upon individual and/or CVR Energy performance criteria established by the CVI Compensation Committee for the applicable fiscal year, and subject to the terms of the applicable bonus plan;

• For each fiscal year during the term of the 2021 Employment Agreement, an incentive unit award equal to 150% of his annual base salary granted under or in connection with the CVR Energy LTIP.

The 2021 Employment Agreement provided Mr.

Lamp with certain severance payments under certain circumstances in the event his employment terminated, which payments are described below under “Change-in-Control and Termination Payments,” and required 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 or supplemental disability payments are paid and, if no severance or supplemental disability payments are paid, for six months following termination of employment.

Lamp was also eligible to receive an incentive payment of $10,000,000 (the “Incentive Payment”), payable if either the conditions set forth in the 2021 Employment Agreement or the separate Performance Unit Award Agreement (as amended, the “PU Award Agreement”), were fulfilled, as follows:

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Agreement Conditions Measurement Period

2021 Employment Agreement • a transaction is consummated that constitutes a Change-in-Control, (1) or

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

On or 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:

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(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).

Lamp will not under any circumstance be entitled to receive

Lamp’s right to receive the Incentive Payment under the 2021 Employment Agreement expired along with the 2021 Employment Agreement on December 31, 2024, with the condition unsatisfied and no Incentive Payment paid or to be paid thereunder.

The Performance Cycle under the PU Award Agreement expired on December 31, 2024, and the measurement period thereunder will expire on February 20, 2025, after which the PU Award Agreement will no longer be in effect.

At this time, it is expected that the condition under the PU Award Agreement will not be achieved by the end of the measurement period and that the Incentive Payment under the PU Award Agreement will not be paid.

The descriptions of the 2021 Employment Agreement and the PU Award Agreement are qualified in their entirety by the text of such agreements, each as referenced in previous filings with the SEC and/or as exhibits to this Annual Report on Form 10-K.

On December 12, 2024, Mr.

Lamp entered into a new employment agreement with CVR Energy (the “2024 Employment Agreement”), which became effective on January 1, 2025, immediately following the scheduled expiration of the 2021 Employment Agreement on December 31, 2024.

The 2024 Employment Agreement has a two-year term ending on December 31, 2026, unless earlier terminated by CVR Energy or Mr.

Under the 2024 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 and subject to the terms and conditions of such plans and programs, Mr.

Lamp is also eligible to annually receive:

• A base salary of $1,200,000;

• An award under or in connection with the CVR Energy LTIP with an aggregate annual target award opportunity equal to 150% of his base salary (an “CEO LTIP Award”), and such awards are expected to vest ratably on each of the three years following the grant date, subject to certain customary forfeiture and acceleration provisions and the terms of the applicable award agreement.

The 2024 Employment Agreement also provides Mr.

Lamp with severance payments in the event his employment is terminated for any reason other than (i) by CVR Energy for Cause (as defined the 2024 Employment Agreement), or (ii) by Mr.

Lamp without Good Reason (as defined in the 2024 Employment Agreement) and without the provision of six months’ notice of termination, 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 or supplemental disability payments are paid and, if no severance or supplemental disability payments are paid, for six months following termination of employment.

Such payments are described below under “Change-in-Control and Termination Payments.” The description of the 2024 Employment Agreement is qualified in its entirety by the text of such agreement, as referenced in previous filings with the SEC and/or as an exhibit to this Annual Report on Form 10-K.

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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.

The following table sets forth information concerning outstanding long-term cash phantom unit awards granted in connection with (but not under) the CVR Partners LTIP that were held by certain of the named executive officers, as well as outstanding incentive unit awards made by CVR Energy granted in connection with or under the CVR Energy LTIP and for which the Partnership will share in the expense, both as of December 31, 2024.

This table also includes information regarding outstanding incentive unit awards made in connection with or under the CVR Energy LTIP 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”.

All of the outstanding units 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

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(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.

Incentive Units granted on December 11, 2024, were granted under the CVR Energy LTIP.

All other Incentive Units and the Phantom Units reflected in this table, including but not limited to the Phantom Units granted on December 11, 2024, were granted in connection with and not under the CVR Energy LTIP and CVR Partners LTIP, respectively.

(2) This column represents the number of unvested units outstanding on December 31, 2024, multiplied by:

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Pytosh that vested during 2024 and for which the Partnership does not share in the expense.

All of the phantom and incentive unit awards that vested during 2024 were granted in connection with, but not under, under the CVR Partners LTIP or the CVR Energy LTIP, respectively.

Equity Awards

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Incentive Units 2,045 42,107 (3)

Incentive Units 1,490 52,850 (3)

6,338 $ 163,278

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(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 $52.63 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.

(5) 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 $33.31 per unit.

(6) 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 $6.69 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.

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2021 Employment Agreement .

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

Lamp is no longer entitled to and will not receive these benefits because the 2021 Employment Agreement expired by its terms on December 31, 2024, and is no longer in effect, if Mr.

Lamp’s employment had been terminated at any time up to and including on December 31, 2024, he would have become entitled to the benefits described in the 2021 Employment Agreement, as follows:

Reason for Employment Termination Accrued Amounts (1)

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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.

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2024 Employment Agreement.

Lamp’s employment is terminated at any time on or after January 1, 2025, he will be entitled to the benefits outlined in the 2024 Employment Agreement, as follows:

Reason for Employment Termination Accrued Amounts (1)

Termination Year Bonus (2)

LTIP Payout (3)

Pro Rata Future

LTIP Payout (4)

Cash Payment (5)

Termination for Cause (6) or resignation without Good Reason (7) and without satisfaction of the Resignation Notice Requirement (8)

Termination for any reason other than for Cause (6) or resignation without Good Reason (7) without satisfaction of the Resignation Notice Requirement (8)

(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) A cash payment equal to:

(a) for a termination before December 31st, the product of (x) 150% of Mr.

Lamp’s Base Salary, multiplied by (y) a fraction, the numerator of which is the number of completed months that Mr.

Lamp was employed by CVR Energy for the fiscal year of termination and the denominator of which is 12, or (b) for a termination effective on December 31st, the actual annual bonus that would have otherwise been earned for the year of such termination, as determined by the CVI Compensation Committee.

(3) A cash payment equal to the value of all unvested Incentive Units underlying each CEO LTIP Award held on the date of termination based on the average closing price of a share of CVR Energy common stock for the 10 trading days immediately preceding the date of termination plus any accrued but unpaid dividend equivalent rights.

(4) A cash payment equal to 150% of Mr.

Lamp’s Base Salary, multiplied by a fraction, the numerator of which is the number of completed days between the grant date of the CEO LTIP Award received by Mr.

Lamp immediately prior the date of termination and the date of termination, and the denominator of which is three hundred sixty-five (365).

(5) A cash payment equal to the product of $3,000,000, multiplied by a fraction, not to exceed one, (x) the numerator of which is the number of completed months from January 1, 2025, through the date of such termination, and (y) the denominator of which is twenty-four (24).

(6) Cause as defined in the 2024 Employment Agreement.

(7) Good Reason as defined in the 2024 Employment Agreement.

(8) Pursuant to the 2024 Employment Agreement, Resignation Notice Requirement means, in the event of a resignation without Good Reason, providing prior written notice to CVR Energy that is equal to the lesser of (x) six (6) months and (y) such other period as may be agreed to by the CVI Compensation Committee.

As a condition to receiving these severance benefits under both the 2021 Employment Agreement and the 2024 Employment Agreement, 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,

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

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

Lamp is entitled upon employment termination, are as defined in the 2021 Employment Agreement or 2024 Employment Agreement, as applicable, and are qualified thereby in the entirety.

CVI Severance Plan.

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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:

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Reason for Employment Termination Accrued Amounts (1)

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(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.

(3) Accelerated vesting as to 100% of the unvested incentive awards, settled in cash and 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 or distributions, as applicable, 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).

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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.

Under the award agreements issued in connection with the CVR Partners LTIP, as well as in connection with and under the CVR Energy 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 multiplied by 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 acceleration 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 acceleration date.

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

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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, 2024.

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

Pursuant to the Corporate MSA, we are responsible for the payment of our proportionate share of these severance benefits under the 2021 Employment Agreement or 2024 Employment Agreement, as applicable, the CVI Severance Plan, award agreements, and other benefits programs following the termination of employment of the named executive officers.

The actual payments to which a

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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.

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

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Lamp’s earned but unpaid Annual Bonus under the 2024 CVI Plan.

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

The accelerated vesting

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

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, 2024, that were granted more than one year prior thereto, multiplied by for incentive units awarded (i) on December 14, 2022, the average closing price for CVR Energy common stock for the 10-trading days preceding December 31, 2024, or $18.25 per share (the “CVI 10-day Average Price”), plus $6.00 in accrued dividends, and (ii) on December 13, 2023, the CVI 10-day Average Price, plus $1.50 in accrued dividends (the “LTIP Payout”), plus (B) for incentive units awarded on December 11, 2024 (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, 2024, multiplied by the CVI 10-day Average Price.

The accelerated vesting 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.

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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;

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

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

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, 2024, multiplied by for phantom units granted by the Partnership (i) on December 14, 2022, the average closing price for Partnership common units for the 10 trading-days preceding December 31, 2024, or $74.83 per unit (the “UAN 10-day Average Price”), plus $33.31 in accrued distributions, (ii) on December 13, 2023, the UAN 10-day Average Price plus $6.69 in accrued distributions, and (iii) on December 11, 2024, 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, 2024, multiplied by, for phantom units awarded by the Partnership (i) on December 14, 2022, the average closing price for Partnership common units for the 20 trading-days preceding December 31, 2024, or $76.33 per unit (the “UAN 20-day Average Price”), plus $33.31 in accrued distributions, (ii) on December 13, 2023, the UAN 20-day Average Price plus $6.69 in accrued distributions, and (iii) on December 11, 2024, the UAN 20-day Average Price.

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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;

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, 2024, multiplied by for incentive units awarded by CVR Energy (i) on December 14, 2022, the CVI 10-day Average Price, plus $6.00 in accrued dividends, (ii) on December 13, 2023, the CVI 10-day Average Price, plus $1.50 in accrued dividends, and (iii) on December 11, 2024, 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, 2024, multiplied by, for incentive units awarded by CVR Energy (a) on December 14, 2022, the average closing price for CVR Energy common stock for the 20-trading days preceding December 31, 2024, or $18.67 per share (the “CVI 20-day Average Price”), plus $6.00 in accrued dividends, (b) on December 13, 2023, the CVI 20-day Average Price, plus $1.50 in accrued dividends, and (c) on December 11, 2024, the CVI 20-day Average Price.

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In October 2023, the Board considered these goals and the compensation paid to such directors for 2023, and upon recommendation of the Compensation Committee, elected to keep such compensation for 2024 the same as 2023.

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

During 2024, non-employee 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:

In addition, during 2024, directors 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 non-employee 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

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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.

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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:

The following table sets forth the compensation earned by or paid to each non-employee director of our General Partner who are not officers, employees, or directors of CVR Energy or its affiliates for the year ended December 31, 2024:

Name Fees Earned or Paid in Cash (1)

Unit Awards Total Compensation

Ecton $ 55,000 $ — $ 55,000

Jordan Bleznick

$ 40,000 $ — $ 40,000

55,000 — 55,000

55,500 — 55,500

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.

(2) A portion of the fees paid to Ms.

Ecton in 2024 were paid to EEI, Inc., where she serves as the chief executive officer and is the sole shareholder.

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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

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

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

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

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

Equity compensation plans approved by security holders:

CVR Partners LTIP

— — 482,022 (1)

Equity compensation plans not approved by security holders:

Total — — 482,022

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

As of December 31, 2024, the Partnership did not have any compensation plans under which equity securities of the Partnership were authorized for issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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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

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

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Name of Beneficial Owner Number Percent

CVR Services, LLC (1)

4,066,192 38.5 %

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* 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.

(1) Beneficial ownership information is based on:

(a) the Schedule 13D/A filed with the SEC on December 20, 2024 (the “Schedule 13D/A”), which indicates that:

(i) American Entertainment Properties Corp.

(“AEP”), IEP Energy Holding LLC (“IEP Energy”), Icahn Enterprises Holdings L.P.

(“IEP Holdings”), Icahn Enterprises G.P.

(“IEP GP”), Beckton Corp.

(“Beckton”) and Carl C.

Icahn (collectively, the “Icahn Reporting Persons”) have shared voting power and shared dispositive power with respect to 4,054,457 common units;

and (ii) AEP has sole voting power and sole dispositive power with respect to 162,457 common units;

and (b) the Form 4 filed by Mr.

Icahn, IEP Energy and AEP on December 31, 2024 (the “Form 4”), which indicates that:

(i) AEP directly holds 174,192 common units and (ii) UAN Services directly holds 3,892,000 common units.

The Form 4 also indicates that:

UAN Services is a direct, wholly owned subsidiary of CVR Services, LLC (“CVRS”), which is a direct, wholly owned subsidiary of CVR Energy Holdings, Inc.

(“CVREH”), which is a direct, wholly owned subsidiary of CVR Energy;

IEP Holdings is the sole stockholder of AEP, which is the sole member of IEP Energy, which together hold approximately 66% of the outstanding shares of common stock of CVR Energy;

Beckton is the sole stockholder of IEP GP, which is the general partner of IEP Holdings;

Icahn is the sole stockholder of Beckton, which places Mr.

Icahn in a position indirectly to determine the investment and voting decisions made by each of IEP Energy and AEP;

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the indirect holder of approximately 86% of the outstanding depositary units representing limited partnership interests in IEP;

and IEP GP is the general partner of IEP, which is the sole limited partner of IEP Holdings.

Each of the Icahn Reporting Persons disclaims beneficial ownership of the common units described in clause (a)(i);

each of the Icahn Reporting Persons, other than AEP and IEP Energy, disclaims beneficial ownership of the common units described in clause (a)(ii);

and each of the Icahn Reporting Persons and IEP disclaims beneficial ownership of the common units described in clauses (b)(i) and (b)(ii) except to the extent of his or its pecuniary interest therein, if any.

The Icahn Reporting Persons, other than Mr.

Icahn, have an address of 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160.

Icahn has an address of c/o Icahn Associates Holding LLC, 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160.

UAN Services, CVRS, CVREH and CVR Energy have an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479.

The directors of CVR Energy are Dustin DeMaria, Jaffrey A.

Firestone, David L.

Lamp, Stephen Mongillo, Mark J.

Smith, Ted Papapostolou and Julia Heidenreich Voliva.

(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.

(3) CVR GP, LLC, a wholly owned subsidiary of UAN Services, is our General Partner, manages and operates CVR Partners and has a non-economic general partner interest in the Partnership.

It has 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.

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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.

The GP Sole Member owns (i) 3,892,000 common units, representing approximately 37% of our outstanding units (which entitles it to receive distributions, including $26.0 million in 2024), 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 Energy 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.

We consider those agreements related party transactions.

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

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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 of interest exist and may arise in the future as a result of the relationships between our General Partner and its affiliates (including IEP 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.

The directors and officers of our General Partner have fiduciary duties to manage our General Partner in a manner beneficial to its sole member and the sole member’s 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.

Whenever a conflict arises between our General Partner, on the one hand, and the GP Sole Member 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.

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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.

At the discretion of the Board, a proposed related party transaction may generally be reviewed by the Board in

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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.

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The Audit Committee pre-approved all fees incurred in fiscal year 2024.

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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, 2024 and 2023:

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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).

3.1* Fourth Amended and Restated Limited Liability Company Agreement of CVR GP, LLC, dated November 8, 2024.

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

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10.14**+^

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

10.15**+^

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

10.15**+^

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 .

CVR Partners, LP and Subsidiaries 2023 Performance-Based Bonus Plan - FERTILIZER, approved February 17, 2023 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on May 2, 2023 ) .

10.16**+^

CVR Partners, LP and Subsidiaries 2024 Performance-Based Bonus Plan - FERTILIZER, approved February 1 6 , 202 4 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on April 30, 2024).

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).

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

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

Lamp (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 1 2 , 202 4 ).

10.25** Õ ^

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

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

10.26** Õ ^

Transaction Agreement dated January 6, 2023 by and among CVR Partners, LP and certain of its subsidiaries, CVR-CapturePoint Parent LLC, CapturePoint LLC and certain Investors relating to the purchase of membership interests in CVR-CapturePoint LLC (incorporated by reference to Exhibit 10.

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

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

21.1* List of Subsidiaries of CVR Partners, LP

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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.

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

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

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

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

44 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures