What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-19 · 431 added, 407 removed, 824 unchanged (50% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures.

The Partnership has evaluated, under the direction and with the participation of the Executive Chairman, Chief Executive Officer, and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e).

Based upon this evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2024.

The Partnership has evaluated, under the direction and with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e).

Based upon this evaluation, the Partnership’s Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2025.

Management’s Report on Internal Control Over Financial Reporting.

3 unchanged sentences

Under the supervision and with the participation of management, we conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on that evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer have concluded that internal control over financial reporting was effective as of December 31, 2024.

Based on that evaluation, the Partnership’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer have concluded that internal control over financial reporting was effective as of December 31, 2025.

The Partnership’s independent registered public accounting firm, that audited the consolidated financial statements included herein under Part II, Item 8 of this Report, has issued a report on the effectiveness of the Partnership’s internal control over financial reporting.

3 unchanged sentences

Other Information

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

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

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

On February 13, 2026, the Compensation Committee of the Board adopted the CVR Partners, LP 2026 Performance Based Bonus Plan - Fertilizer (the “2026 UAN Plan”), which applies to all eligible employees of our subsidiaries and contains terms substantially equivalent to the CVR Partners, LP 2025 Performance Based Bonus Plan - Fertilizer.

The 2026 UAN Plan will be filed with the Partnership’s Quarterly Report on Form 10-Q for the period ending March 31, 2026.

During the three months ended December 31, 2025, no director or officer of the 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.

4 unchanged sentences

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

As a publicly traded partnership, CVR Partners, LP (the “Partnership”) is 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.

8 unchanged sentences

Our General Partner therefore may cause us to incur indebtedness or other obligations that are non-recourse to it.

As of December 31, 2024, the Board consisted of three directors affirmatively determined by the Board to be independent, non-employee directors (Donna R.

Ecton, Frank M.

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.

Lamp, our Executive Chairman, and Mark A.

Pytosh, our President and Chief Executive Officer).

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

As of December 31, 2025, the Board consisted of three directors affirmatively determined by the Board to be independent, non-employee directors (Kevan Vick, Brian A.

Goebel, and Alexander Nickolatos);

one non-management director who is employed with Icahn Enterprises L.P.

(“IEP”) (Robert E.

as well as two directors who are or were executive officers of our General Partner (Mark A.

Pytosh, our President and Chief Executive Officer, and David L.

Lamp, our Executive Chairman).

During 2025, four other individuals served on the Board until their removal in October 2025 (Jordan Bleznick, who was a former employee of IEP;

and Donna Ecton, Frank Muller and Peter Shea, each of whom were affirmatively determined by the Board to be independent).

The Board is led by its Chairman, 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.

4 unchanged sentences

Board Meetings, Attendance and Executive Sessions

In 2024, the Board met four times.

In 2025, the Board met six times and acted by written consent four times.

Each of the directors who served during 2025 attended 100% of the meetings of the Board and committees on which he or she served during their respective tenure.

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

Our non-management and independent directors met during five and nine executive sessions, respectively, in 2024.

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

Our non-management and independent directors met during eight and six executive sessions, respectively, in 2025.

The chair of the Board’s Audit Committee presided over the executive sessions held by our non-management and independent directors.

December 31, 2025 | 75

The following table set forth the names, positions, ages, and a description of the backgrounds, experience, and qualifications of our directors, 1 as of February 18, 2026:

Jordan Bleznick

Director, Chairman of the Board

6 unchanged sentences

ü Human Resources/Executive Compensation

ü Risk Management

ü Information Technology/Cybersecurity

Career Highlights:

Board Committees:

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

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

❖ Icahn Enterprises L.P., Chief Accounting Officer (since January 2024);

Director of Accounting (2021 – 2023);

Chief Audit Executive (2020 – 2021)

Compensation (Chair)

Other Public Company Directorships (current) :

Enzon Pharmaceuticals, Inc.

University of Cincinnati, B.A.

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

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

CVR Energy, Inc.

(since March 2025);

Viskase Companies, Inc.

(since March 2025)

Other Professional Experience and Community Involvement:

Director, Atlantic Coast Entertainment Holdings LLC and New Seabury Homes LLC (since March 2025);

Director, Icahn Automotive Group LLC (since September 2024);

Director for Vivus LLC, WestPoint Home LLC, IE HCR LLC and the Pep Boys-Manny, Moe & Jack Holding Corp.

(since July 2024);

Director, AEP PLC LLC (since April 2024);

Director, 767 Auto Leasing LLC (since February 2024);

Director, New Seabury Resources Management, Inc.

(since June 2022).

Experience in corporate finance and accounting, investor relations, risk management, and serving in board and key leadership roles with both public and private entities.

University of Dayton School of Business Administration, B.S.

in Accounting & Finance

(1) Each of 767 Auto Leasing LLC, AEP PLC LLC, Atlantic Coast Entertainment Holdings LLC, CVR Energy, Icahn Automotive Group LLC, Icahn Enterprises L.P., IE HCR LLC, New Seabury Homes LLC, New Seabury Resources Management, Inc., The Pep Boys-Manny, Moe & Jack Holding Corp., Viskase Companies, Inc., Vivus LLC and WestPoint Home LLC are directly or indirectly controlled by Mr.

December 31, 2025 | 76

Key Skills and Expertise:

4 unchanged sentences

ü Legal/Regulatory/Compliance

ü Human Resources/Executive Compensation

ü Risk Management

1 unchanged sentence

Career Highlights:

❖ Emergency Safety Solutions, Inc., Chief Financial Officer (October 2025 – February 2026)

Board Committees:

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

Conflicts, Chair

❖ Republic Services, Inc., Chief Accounting Officer (2013 – March 2024)

Audit (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.

❖ Over 35-years of service in accounting, finance, risk management and external reporting, including at a public accounting firm, and in the waste services and automotive rental car industries

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.

and Voltari Corporation are indirectly controlled by Mr.

December 31, 2024 | 78

Director, Executive Chairman

National Waste Recycling Association (Audit Committee Member) (2018 – 2021)

Susquehanna University, B.S.

in Accounting

Key Skills and Expertise:

8 unchanged sentences

Career Highlights:

Board Committees:

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

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

❖ CVR Partners, LP, Executive Chairman (2017 to December 2025) and former Chairman of the Board (2018- March 2023)

❖ CVR Energy, Inc., President & CEO (2017 to December 2025)

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

2 unchanged sentences

CVR Energy, Inc.

Other Public Company Directorships (within past 5 years):

CVR Refining, LP (2018-2019)

Michigan State University, B.S.

Chemical Engineering

December 31, 2025 | 77

Alexander Nickolatos

Key Skills and Expertise:

3 unchanged sentences

ü Finance & Accounting

ü Human Resources/Executive Compensation

ü Risk Management

ü Industry/Operations

ü IT/Cybersecurity

ü ESG/Sustainability/EH&S

ü Legal/Regulatory/Compliance

Career Highlights:

Board Committees:

❖ Toby Enterprises, President (1999 to current)

Compensation, Chair

❖ KORE Power, Inc., Chief Financial Officer (since June 2021)

Environmental, Health & Safety

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

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

Other Professional Experience and Community Involvement:

Expertise in business acquisitions and joint ventures;

Served in the United States Army;

Former Chairman, Topaz Technologies, LTD.

Texas A&M University, B.S.;

Texas A&M University, MBA

December 31, 2024 | 79

❖ Eco-Stim Energy Solutions, Inc., Chief Executive Officer (2018-2020);

Chief Financial Officer (2012-2020)

❖ Nearly 25-years of experience in accounting, treasury, financial reporting, mergers, acquisitions, restructuring and corporate finance, including with public accounting firms, early-stage ventures and publicly traded companies

Walla Walla University, B.B.A.

in Accounting;

Certified Public Accountant

Director, President & Chief Executive Officer

13 unchanged sentences

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

Environmental, Health & Safety

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

❖ CVR Energy, Inc., President & CEO (since January 2026);

Executive Vice President (2018 to January 2026)

❖ 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 Public Company Directorships (current):

CVR Energy, Inc.

(since January 2026)

Other Professional Experience and Community Involvement:

5 unchanged sentences

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

December 31, 2025 | 78

Key Skills and Expertise:

3 unchanged sentences

ü Finance & Accounting

ü Risk Management

ü Legal/Regulatory/Compliance

ü Industry Operations

ü ESG/Sustainability/EH&S

1 unchanged sentence

Board Committees:

❖ Snow Phipps, Operating Partner (2013-2021)

❖ Independent Consultant (since 2012)

Environmental, Health & Safety (Chair)

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

Other Public Company Directorships (current):

Viskase Companies, Inc.

Other Public Company Directorships (within past five years):

Hennessy Capital IV (2019-2020);

Voltari Corporation (2015-2019)

❖ Over 40-years of experience in executive management roles in the nitrogen fertilizer business, including in the areas of operations, technical and engineering, strategic planning, regulatory compliance, environmental, health & safety, sales and marketing, and expansion project development, including at the Partnership’s Coffeyville plant

Other Professional Experience and Community Involvement:

Former Director, DecoPac, Inc.;

Former Chairman & Director, FeraDyne Outdoors, LLC;

Former Chairman & Director, Teasdale Foods, Inc.

Iona College, B.B.A.;

University of Southern California, MBA

Former Director, Lawrence Public Library;

Former Director of several fertilizer joint ventures (both domestic & international)

University of Kansas, B.S.

in Chemical Engineering

Director Independence & Controlled Company Exemptions

1 unchanged sentence

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

December 31, 2024 | 80

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.

The Board has affirmatively determined that each of Messrs.

Goebel, Nickolatos and Vick 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:

5 unchanged sentences

Board Committees

Our Board has five standing committees appointed by the Board:

Our Board has four standing committees appointed by the Board:

the Audit Committee;

1 unchanged sentence

the Environmental Health & Safety (“EH&S”) Committee;

the Conflicts Committee;

and the Special Committee.

From time to time, the Board may also appoint a conflicts committee.

Any standing committee with a written charter reviews the adequacy of such charter, at least annually, in addition to evaluating its performance and reporting to the Board on such evaluation.

2 unchanged sentences

Primary Responsibilities:

Ecton, Chair (1) (3)

Goebel, Chair (1) (2) (3)

Alexander Nickolatos (1) (2) (3)

Kevan Vick (2) (3)

Ø Appoints, compensates, oversees and evaluates the performance of the independent auditors, including approval of all services to be performed by and the independence of the independent auditor.

9 unchanged sentences

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 2025:

Acted by Written Consent in 2025:

(1) Audit Committee Financial Expert

9 unchanged sentences

Ø Assists the Board in assessing any risks to the Partnership associated with compensation practices and policies.

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

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

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

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

Muller, Jr., Chair (3)

Jordan Bleznick

Alexander Nickolatos (3)

Meetings in 2025:

Acted by Written Consent:

(3) Independent, Non-Employee Director

3 unchanged sentences

Ø Assists the Board in its oversight of the environmental, health, safety, and security portions of the Partnership’s ESG initiatives including the Partnership’s environmental, health, safety and security risks, opportunities, policies and reporting, including those related to climate change and sustainability.

Shea, Chair (3)

Kevan Vick, Chair (3)

Alexander Nickolatos (3)

Meetings in 2025:

(3) Independent, Non-Employee Director

December 31, 2024 | 83

Conflicts Committee

Ø As requested by the Board, investigates, reviews, evaluates and acts upon any potential conflicts of interest between our general partner or its affiliates, on the one hand, and us or any public unitholder, on the other, the approvals of which (if any) are conclusively deemed to be fair and reasonable to the Partnership and its common unitholders.

Ø As requested by the Board, determines whether the resolution of a conflict of interest is in the best interests of the Partnership.

Ø Carries out any other duties delegated by the Board that relate to potential conflicts of interest.

Ø Has the sole authority to retain, compensate, direct, oversee, and terminate any counsel or other advisers, including consultants, attorneys, independent accountants and other service providers, to assist in the evaluation of conflicts matters and to approve such consultants’ fees and other retention terms.

Ø Approvals are conclusively deemed to be fair and reasonable to the Partnership, approved by all of the Partnership’s partners and not a breach by the general partner of any duties it may owe us or our unitholders.

Ecton, Chair (3)

(3) Independent, Non-Employee Director

Special Committee

1 unchanged sentence

Ø Exercises approval authority delegated to it by the Board.

Jordan Bleznick

Acted by Written Consent in 2025:

December 31, 2025 | 81

Communications with Directors

7 unchanged sentences

Compensation Committee Interlocks and Insider Participation

As of December 31 , 2024 , the Compensation Committee was comprised of Messrs.

Muller and Bleznick.

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.

Our current Compensation Committee members are Messrs.

Flint, Goebel and Nickolatos, each of whom was appointed to the Compensation Committee in October 2025.

Prior to the appointment of our current Compensation Committee members, former directors, Jordan Bleznick and Frank J.

Muller served on the Compensation Committee in 2025.

None of these current or former members of the Compensation Committee during 2025 have, at any time, been an officer or employee of the Partnership or our General Partner, although Mr.

Flint is an officer and employee of IEP, and none have any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act other than as noted.

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

December 31, 2024 | 84

During 2025, none of our executive officers served as a member on the board of directors or compensation committee of any other entity that has an executive officer serving as a member of our Compensation Committee or Board.

Corporate Governance Guidelines and Codes of Ethics

8 unchanged sentences

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

In this Annual Report on Form 10-K (this “Report”), we refer to the executive officers of our General Partner as “our executive officers.” The following table sets forth the names, positions, ages, background, experience and qualifications (as of February 19, 2025) of the executive officers of our General Partner, other than Messrs.

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

In this Annual Report on Form 10-K (this “Report”), we refer to the executive officers of our General Partner as “our executive officers.” The following table sets forth the names, positions, ages, background, experience and qualifications (as of February 18, 2026) of the executive officers of our General Partner, other than Mr.

Pytosh, who is listed under “The Board” above.

December 31, 2025 | 82

Name, Position and Age Principal Occupation, Experience and Qualifications

3 unchanged sentences

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.

Neumann has more than 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.

2 unchanged sentences

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

December 31, 2024 | 85

Name, Position and Age Principal Occupation, Experience and Qualifications

Executive Vice President,

6 unchanged sentences

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 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 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.

Executive Vice President and Chief Operating Officer (since January 2026)

Wright has served as the Executive Vice President & Chief Operating Officer of our General Partner and of our affiliate, CVR Energy, since January 2026 and January 2022, respectively.

Wright has nearly thirty-five years of experience in the refining and petrochemical industry including in refinery operations, capital project management, crude supply/logistics and refining industry consulting.

Wright joined CVR Energy as a Project Manager in July 2019 and prior to assuming his current roles, served as CVR Energy’s Vice President – Capital Projects from December 2019 to January 2022.

Prior to joining CVR Energy, Mr.

Wright served in several senior roles with HollyFrontier Corporation, including Vice President – Crude Supply, Vice President Refinery Manager Woods Cross and Vice President of Capital Projects and in consulting roles for Solomon Associates, an energy industry consulting firm.

Wright obtained a Bachelor of Science in Mechanical Engineering and a Master of Business Administration, both from the University of Utah.

Executive Compensation

2 unchanged sentences

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

This CD&A provides unitholders with an understanding of our compensation philosophy, objectives, policies, and practices in place during 2024, as well as the factors considered by our Compensation Committee in making compensation decisions for 2024.

This CD&A provides unitholders with an

December 31, 2025 | 83

understanding of our compensation philosophy, objectives, policies, and practices in place during 2025, as well as the factors considered by our Compensation Committee in making compensation decisions for 2025.

Named Executive Officers

For 2024, our named executive officers were our principal executive officers, our chief financial officer, and our next two other most highly compensated executive officers:

For 2025, our named executive officers were our principal executive officers, our chief financial officer, and our next two other most highly compensated executive officers who were serving as executive officers at the end of 2025:

Lamp Executive Chairman

2 unchanged sentences

Buhrig Executive Vice President, General Counsel and Secretary

Conaway Vice President, Chief Accounting Officer and Corporate Controller

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

All of our named executive officers are employed by 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.

December 31, 2024 | 86

The approximate weighted-average percentages of the amount of time that the named executive officers dedicated to the management of our business in 2025 were as follows:

1 unchanged sentence

Neumann (18%);

and Melissa M.

Buhrig (20%).

and Jeffrey D.

Conaway (20%).

These numbers are weighted because the named executive officers may spend a different percentage of their time dedicated to our business each quarter.

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

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

The remainder of their time 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 a subsidiary of CVR Energy and certain of its subsidiaries and was approved by a Conflicts Committee of the Board.

Under the Corporate MSA:

10 unchanged sentences

Pytosh, except where otherwise indicated.

December 31, 2025 | 84

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

5 unchanged sentences

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

December 31, 2024 | 87

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

13 unchanged sentences

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

December 31, 2025 | 85

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

2 unchanged sentences

The Compensation Committee further considered the structure it utilized for 2024 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 2025 Annual Meeting, at which CVR Energy stockholders overwhelmingly approved, on an advisory basis, its named executive officer compensation for 2024, 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.

December 31, 2024 | 88

As a result, the Compensation Committee determined no material changes to such structure were appropriate at the time and elected to keep the compensation structure for 2025 compensation the same as 2024.

2025 Named Executive Officer Compensation - CVR Partners

2 unchanged sentences

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

(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.

(1) Calculation based upon that portion of our CEO’s 2025 base salary, target annual performance-based bonus, and target long-term phantom unit awards (“UAN Share-Based Awards”) determined by the Partnership.

Actual compensation may differ therefrom.

Compensation Elements.

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.

As was the case in 2024, the three primary components of CVR Partners’ compensation program for 2025 included base salary, an annual performance-based cash bonus, and an annual long-term UAN Share-Based 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.

3 unchanged sentences

(ii) the previous years’ compensation level for each executive;

(iii) recommendations of the Executive Chairman based on individual responsibilities and performance, (iv) the directors’ own common sense, knowledge, experience, judgment and views of the skills necessary for long-term performance;

(iii) recommendations of the Executive Chairman based on individual responsibilities and performance, (iv) the directors’ own common sense, knowledge, experience, judgment and views of the

December 31, 2025 | 86

skills necessary for long-term performance;

(v) whether individual base salaries reflect responsibility levels and are reasonable, competitive and fair;

5 unchanged sentences

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.

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.

December 31, 2024 | 89

these considerations, in February 2024, the Compensation Committee approved payout to Mr.

Based on these considerations, in February 2025, the Compensation Committee approved payout to Mr.

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.

2025 Annual Performance-Based Bonus.

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.

In April 2025, the Compensation Committee, following consultation with our Executive Chairman, established the CVR Partners, LP and Subsidiaries 2025 Performance-Based Bonus Plan - Fertilizer (the “2025 UAN Plan”), which applies to Mr.

Pytosh and all eligible employees of the Partnership’s subsidiaries, and contains terms generally equivalent to the 2024 UAN Plan, other than (i) the 2025 UAN Plan incorporates an EBITDA Multiplier pursuant to which, if the Partnership’s Adjusted EBITDA for the performance period is at least 50% of the Adjusted EBITDA Threshold, an EBITDA Multiplier between 50% and 150% will be applied to the performance measures, with achievement of 50% of the Adjusted EBITDA Threshold earning a 50% multiplier and an achievement of 400% or more of the Adjusted EBITDA Threshold earning a 150% multiplier, (ii) adjustment to the Adjusted EBITDA Threshold 3 definition, and (iii) the addition of a new peer, AdvanSix Inc., to the Fertilizer Industry peer group used for measurement of the Partnership’s performance on the return on capital employed (“ROCE”) performance measure.

All capitalized terms used in this section, but not defined are as defined in the 2025 UAN Plan.

As was the case with the 2024 UAN Plan, payout under the 2025 UAN Plan is dependent first on achievement of the Adjusted EBITDA Threshold 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, and if appropriate, the EBITDA Multiplier.

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 2025 UAN Plan are as follows:

1 In February 2025 , the CVI Compensation Committee determined a base salary for Mr.

P ytosh of $268,335 bas ed on his time dedicated to CVR Energy.

Pytosh’s collective base salary, including that determined by the Compensation Committee , was $670,837.

2 In February 2025, the CVI Compensation Committee approved payout to Mr.

Pytosh under the CVR Energy, Inc.

and Subsidiaries 2024 Performance-Based Bonus Plan - Corporate (“2024 CVI Plan”) of $380,200, approximately 111% of target, based on base-salary determined by CVR Energy.

Pytosh’s collective bonus payout, including amounts determined by the Compensation Committee was $1,021,800.

3 Under the 2025 UAN Plan, “Adjusted EBITDA Threshold” means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt net of interest earned for the given performance period, and board-directed actions.

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

Non-GAAP Reconciliations .

December 31, 2025 | 87

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

18 unchanged sentences

150% of Target (Maximum)

2 In February 2024, the CVI Compensation Committee approved payout to Mr.

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.

Non-GAAP Reconciliations .

December 31, 2024 | 90

Equipment Utilization Bonus Achievement

19 unchanged sentences

Fifth 50% of Target Percentage

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.;

December 31, 2025 | 88

The Peer Group utilized in the 2025 UAN Plan for determination of achievement for 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 Fertilizer Peer Group for 2025 is comprised of CF Industries Holdings, Inc.;

LSB Industries, Inc.;

1 unchanged sentence

The Andersons, 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”).

AdvanSix Inc., and Flotek Industries Inc.

(the “2025 Fertilizer Peer Group”).

The 2025 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 2025 UAN Plan.

3 unchanged sentences

2025 Annual Performance-Based Bonus Results

In February 2025, the Compensation Committee evaluated and certified to the performance metrics included in the 2024 UAN Plan and determined that the Partnership had achieved Adjusted EBITDA under the 2024 UAN Plan in excess of the

December 31, 2024 | 91

Adjusted EBITDA Threshold, and thereafter determined that the Partnership’s achievement of the metrics under the 2024 UAN Plan resulted in payout of 128% of target, based on the following:

In February 2026, the Compensation Committee evaluated and certified to the performance metrics included in the 2025 UAN Plan and determined that the Partnership had achieved Adjusted EBITDA under the 2025 UAN Plan in excess of the Adjusted EBITDA Threshold and that such Adjusted EBITDA achievement was 310% of the Adjusted EBITDA Threshold, and as a result, applied an EBITDA Multiplier of 130% and determined that the Partnership’s achievement of the metrics under the 2025 UAN Plan resulted in payout of 154% of target, based on the following:

Measure 2025 Actual

1 unchanged sentence

TRIR Decrease of 67%

PSIR No change

PSIR At or below 0.2

EE Less than 20 150 %

6 unchanged sentences

Pytosh under the 2025 UAN Plan of $773,800, approximately 154% of his respective target annual bonus based on his base salary for the Partnership.

Long-Term Incentive Share-Based Cash Awards.

2025 Long-Term Incentive Awards.

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

The amount of a 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.

The amount of a UAN Share-Based 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 2024, the Compensation Committee awarded Mr.

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.

Additionally, all of our other named executive officers are subject to a Change in Control Severance Plan (the “CVI Severance Plan”), which provides for severance benefits in the event of employment termination under certain circumstances.

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

Pytosh a long-term, UAN Share-Based Cash Award of 10,261 phantom units of the Partnership, as part of his 2025 compensation, which phantom units vest ratably over

4 In February 2026, the CVI Compensation Committee also awarded a payout to Mr.

1 unchanged sentence

and Subsidiaries 2025 Performance-Based Bonus Plan - Corporate (the “2025 CVI Plan”), based on CVR Energy’s achievement under the 2025 CVI Plan, which contains measures generally equivalent to the measures applicable under the 2025 UAN Plan, of 113% , resulting in a total performance-based bonus payout attributable to CVI of $397,700.

5 Effective December 2023, as part of his 2024 compensation, the CVI Compensation Committee awarded Mr.

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.

December 31, 2025 | 89

three years, subject to the terms and conditions of the award agreement.

5 UAN Share-Based Cash Awards granted prior to December 2025, were not granted under the CVR Partners Long-Term Incentive Plan (“CVR Partners LTIP”) and can only be settled in cash.

UAN Share-Based Awards granted in December 2025 are granted under the CVR Partners LTIP and can be settled in cash or UAN common units, at the discretion of the Compensation Committee.

The Partnership does not currently offer perquisites to its named executive officers that are not available to other employees, other than to Mr.

Pytosh who in 2025 received perquisites in the form of approximately $15,609 in legal expenses incurred in connection with his employment agreement with CVR Energy dated July 28, 2025 (the “Pytosh Employment Agreement”) that were paid by CVR Energy.

Other than this limited perquisite to Mr.

Pytosh, no other named executive officer had perquisites in 2025 with an aggregate value in excess of $10,000.

During 2025, 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 agreement with CVR Energy that provide for severance benefits in the event of a termination of his employment under certain circumstances.

Lamp resigned effective December 31, 2025, and as a result such amounts are reflected in other in the “Summary Compensation Table” that follows.

Additionally, in 2025, all of our other named executive officers were covered by a Change in Control Severance Plan (the “CVI Severance Plan”), which provides for severance benefits in the event of employment termination under certain circumstances.

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

2025 Named Executive Officer Compensation - CVR Energy

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.

The objectives, considerations, process and structure utilized by the CVI Compensation Committee in setting 2025 compensation for named executive officers of CVR Energy, were generally identical to the objectives, considerations, process, and structure used by the Compensation Committee.

Related to 2025, the CVI Compensation Committee approved:

3 unchanged sentences

Base salaries for Messrs.

Lamp, Pytosh (as to 40% of his base salary), Neumann, and Conaway, and Ms.

Lamp, Pytosh (as to 40% of his base salary), and Neumann and Ms.

Buhrig, of $1,200,000;

3 unchanged sentences

Lamp, 135% for Mr.

Pytosh, 120% for each of Mr.

Pytosh, and 120% for each of Mr.

Neumann and Ms.

Buhrig, and 60% for Mr.

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

Lamp, Pytosh, Neumann, and Conaway and Ms.

Lamp, Pytosh, and Neumann and Ms.

Buhrig under the 2024 CVI Plan of $1,831,500, $380,200, $746,000, and $902,200, respectively.

4 unchanged sentences

Neumann and Ms.

Buhrig, and 60% for Mr.

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.;

Buhrig, contained terms and performance measures substantially similar to the 2025 UAN Plan, except that, in addition to the adjustments to incorporate an EBITDA Multiplier and to update the Adjusted EBITDA Threshold definition that were made to the 2025 UAN Plan, the 2025 CVI Plan also extended the weighting of performance between refining and fertilizer to all performance measures, instead of only limiting the weighting to Environmental Event and Financial Measures, as had been the case with the 2024 CVI Plan.

In addition, like the 2025 UAN Plan, payout under the 2025 CVI Plan is conditioned upon achievement of an Adjusted EBITDA Threshold.

6 The peer group for the 2025 CVI Plan consists of 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;

3 unchanged sentences

and Valero Energy Corp.), as well as the 2025 Fertilizer Peer Group, on a weighted basis.

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

Lamp, Pytosh, Neumann, and Conaway and Ms.

In February 2026, the CVI

5 Effective December 2024, as part of his 2025 compensation, the CVI Compensation Committee, as approved and ratified by the CVI Board, awarded Mr.

Pytosh a long-term incentive award of 27,431 incentive units under the long-term incentive plan (the “CVR Energy LTIP”) of CVR Energy, which will vest in one-third increments every December following the date of award, subject to the terms of the award agreement.

6 Per the 2025 CVI Plan, Adjusted EBITDA Threshold means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt net of interest earned for the given performance period and board-directed items, and includes components from both CVR Energy’s fertilizer segment (CVR Partners) and petroleum segment.

December 31, 2025 | 90

Compensation Committee approved payouts for Messrs.

Lamp, Pytosh, and Neumann and Ms.

Buhrig under the 2025 CVI Plan of $2,034,000, $397,700, $787,400, and $952,200, respectively.

• 2025 Long-Term Incentive Awards.

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.

In December 2024, as part of 2025 compensation, the CVI Compensation Committee, as approved and ratified by the CVI Board, granted long-term incentive awards of incentive units under the CVR Energy LTIP to Messrs.

Lamp, Pytosh, and Neumann and Ms.

Buhrig of 86,842, 27,431, 34,473, and 41,684, 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 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 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.

CVR Partners has not established equity ownership requirements for its executive officers.

UAN Share-Based Awards granted prior to December 2025, were not granted under the CVR Partners LTIP and can only be settled in cash.

UAN Share-Based Awards granted in December 2025 or later are granted under the CVR Partners LTIP and can be settled in cash or UAN common units, at the discretion of the Compensation Committee.

The Compensation Committee believes the optionality to settle in either cash or UAN common units provides the Compensation Committee with flexibility to consider the circumstances existing at the time of any vesting, including administrative burden, dilution of the ownership interests of existing unit holders, and other factors.

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

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

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.

Lamp, 200% for Mr.

Pytosh, 120% for each of Mr.

Neumann and Ms.

Buhrig, and 60% for Mr.

December 31, 2024 | 93

Clawback / Recoupment of Compensation .

1 unchanged sentence

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 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.

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

The Partnership did not have any accounting restatements in 2025.

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

Lamp, 200% for Mr.

Pytosh, 120% for each of Mr.

Neumann and Ms.

December 31, 2025 | 91

3 unchanged sentences

Compensation Committee

Jordan Bleznick

Flint (Chair)

Alexander Nickolatos

February 18, 2026

3 unchanged sentences

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

As discussed earlier herein, the Compensation Committee only establishes 60% of Mr.

Pytosh’s compensation and all other amounts reflected herein are determined by the CVI Compensation Committee.

Name and Principal Position Year Salary (1)

13 unchanged sentences

2024 660,309 — 828,678 902,200 21,510 2,412,697

Conaway, Vice President, Chief Accounting Officer and Corporate Controller 2024 $ 334,294 $ — $ 210,291 $ 214,700 $ 21,942 $ 781,227

2023 631,875 200,000 731,381 843,800 20,610 2,427,666

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 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.

Amounts in this column for 2023 for Messrs.

Neumann and Conaway and Ms.

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

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

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

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

Lamp, such amounts (i) for 2025, are as defined in his employment agreement with CVR Energy dated December 12, 2024 (the “2024 Employment Agreement”), which became effective on January 1, 2025, and (ii) for 2024 and 2023, are as defined in his prior employment agreement with CVR Energy dated to be effective December 22, 2021, which expired by its terms on December 31, 2024.

(2) Amounts in this column represent one-time cash bonuses, as approved by the CVI Compensation Committee.

(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 in December of the preceding year as part of the relevant year’s compensation in connection with or under the CVR Energy LTIP, and additionally for Mr.

Pytosh, phantom units granted in connection with or 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.

Lamp, amounts in this column for 2025, reflect one component of “Accrued Amounts” as defined in the 2024 Employment Agreement.

(5) Amounts in this column reflect the following:

6 unchanged sentences

Buhrig 21,000 20,700 19,800 1,242 810 810 — — —

Conaway 20,700 19,800 18,300 1,242 668 311 — — —

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

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

Lamp, the severance payment that he is expected to receive in connection with his resignation in accordance with the terms of the 2024 Employment Agreement, as defined below, of $5,114,305, excluding the value of incentive units granted to Mr.

Lamp as a component of 2025 compensation under the CVR Energy LTIP reflected in the column “Stock Awards.” The incentive unit award granted to Mr.

Lamp in 2025 reflected in the “Stock Awards” column was forfeited and cancelled, along with all other unvested incentive unit awards outstanding, upon his resignation on December 31, 2025, and pursuant to the 2024 Employment Agreement, he is expected to receive instead, a cash payment equal to the value of all unvested incentive units underlying each unvested incentive unit award, determined based on the average closing price of one share of CVR Energy

December 31, 2025 | 93

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.

common stock for the 10-trading days immediately preceding the date of termination, plus any accumulated but unvested dividend equivalents on such awards;

and (ii) for Mr.

Pytosh $15,609 in legal expenses paid by CVR Energy incurred in connection with the Pytosh Employment Agreement.

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

1 unchanged sentence

The following table outlines 2025 compensation paid or granted to the named executive officers that was attributable to their service to our business, based on the approximate percentage of time that each of them dedicated thereto during 2025 (10% and 18% for Messrs.

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

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

Buhrig), and for Mr.

6 unchanged sentences

Buhrig 137,344 40,000 153,690 190,440 4,448

Conaway 66,859 — 42,058 42,940 4,388

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 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:

The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2025 UAN Plan and the 2025 CVI Plan, as well as amounts that could be earned from long-term phantom unit awards granted under the CVR Partners LTIP and from long-term incentive awards granted under the CVR Energy LTIP during 2025:

Estimated Future Payouts Under

3 unchanged sentences

Name Bonus Plan /

Grant Date Threshold (3)

Target Maximum Number

Grant Date (3)

Threshold (4)

Target Maximum (5)

Stock or Units Grant Date Fair Value

9 unchanged sentences

Incentive Units 12/10/25 — — — 24,249 $ 768,451

Conaway 2024 CVI Plan 2/16/24 $ 8,358 $ 200,576 $ 300,865 — —

Incentive Units 12/11/24 — — — 10,578 $ 210,291

(1) Amounts in these columns reflect amounts that could have been earned by the named executive officers under the 2025 UAN Plan (with respect to Mr.

Pytosh) or under the 2025 CVI Plan (with respect to Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

Lamp, Pytosh and Neumann and Ms.

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

The performance measures for 2025 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) 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.

(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 Award of phantom units awarded to Mr.

Pytosh during 2025 as part of 2026 compensation under the CVR Partners LTIP;

and (ii) long-term incentive units awarded to Messrs.

Lamp, Pytosh and Neumann and Ms.

Buhrig by CVR Energy during 2025 as part of 2026 compensation under the CVR Energy LTIP.

Lamp forfeited these incentive units in connection with his resignation on December 31, 2025.

(3) The Grant Date for the awards granted under the 2025 UAN Plan and the 2025 CVI Plan reflects the date the Compensation Committee or the CVI Compensation Committee, as applicable, approved the 2025 UAN Plan and the 2025 CVI Plan, respectively.

December 31, 2025 | 94

1 unchanged sentence

For more information and full description of the 2025 CVI Plan and the 2025 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.

(5) For the 2025 UAN Plan and the 2025 CVI Plan, “Maximum” represents the maximum payout thereunder, assuming the Partnership and CVR Energy, as applicable, have satisfied the Adjusted EBITDA Thresholds and have achieved the maximum performance for all measures with the maximum EBITDA Multiplier of 150% applied, resulting in a payout of 225% of target.

Option Grant Practices

2 unchanged sentences

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 2025.

Employment Agreement and Incentive Payment

Employment Agreements

Employment Agreements with CVR Partners.

None of our named executive officers have an employment agreement with the Partnership, our General Partner or their subsidiaries.

Employment Agreements with CVR Energy.

Other than Mr.

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

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 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:

December 31, 2024 | 98

Agreement Conditions Measurement Period

2021 Employment Agreement

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

• the Board approves a transaction which, if consummated, would constitute a Change-in-Control (1) and such transaction is consummated on or prior to December 31, 2025

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:

January 6, 2025 - February 20, 2025

(1) Change-in-Control as defined in the 2021 Employment Agreement.

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.

Lamp 2024 Employment Agreement with CVR Energy

On December 12, 2024, CVR Energy entered into the 2024 Employment Agreement with Mr.

Lamp, which became effective on January 1, 2025, immediately following the scheduled expiration of his prior employment agreement with CVR Energy.

The 2024 Employment Agreement had a two-year term that was scheduled to end 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:

Lamp was 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.

• 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 (a “Lamp CEO LTIP Award”), with such awards 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 provided Mr.

Lamp with severance payments in the event his employment was terminated for any reason other than (i) by CVR Energy for Cause (as defined in 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 required Mr.

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.

Such provisions are more thoroughly described below under “Change-in-Control and Termination Payments.”

On July 28, 2025, the CVI Compensation Committee approved, and entered into an amendment (the “Lamp Amendment”) to the 2024 Employment Agreement.

The Lamp Amendment provided that Mr.

Lamp could voluntarily resign his employment for any reason during the term upon not less than five months’ notice and that the Resignation Notice Requirement (as defined

December 31, 2025 | 95

in the 2024 Employment Agreement) would be satisfied upon five months’ notice of Mr.

Lamp’s intent to resign from CVR Energy without Good Reason (as defined in the 2024 Employment Agreement).

The foregoing descriptions of the severance payments and the Lamp Amendment are qualified in the entirety by reference to the full text of the 2024 Employment Agreement and the Lamp Amendment, which are filed as Exhibit 10.1 to the Partnership’s Form 8-K filed with the SEC on December 12, 2024 and Exhibit 10.6 to the Partnership’s Quarterly Report for the period ended June 30, 2025, filed with the SEC on July 31, 2025, respectively.

On July 28, 2025, in accordance with the 2024 Employment Agreement, as amended by the Lamp Amendment, Mr.

Lamp notified CVR Energy of his intention to resign without Good Reason from his position as President and Chief Executive Officer of CVR Energy, as well as from all other officer and director positions he held with CVR Energy’s direct and indirect subsidiaries including as the Partnership’s Executive Chairman, other than as a Director of the General Partner and as a Director of CVR Energy, in each case effective December 31, 2025.

Lamp’s decision to resign from his positions with CVR Energy was not the result of any disagreement with CVR Energy or any matter relating to the operations, policies or practices of CVR Energy.

Lamp’s employment and the 2024 Employment Agreement terminated on December 31, 2025, and Mr.

Lamp remains as a member of the Board and the CVI Board.

Pytosh Employment Agreement with CVR Energy

On July 28, 2025, in connection with Mr.

Pytosh’s expected appointment as CVR Energy’s President and Chief Executive Officer following Mr.

Lamp’s resignation, the CVI Compensation Committee approved, and CVR Energy entered into the Pytosh Employment Agreement with Mr.

Pytosh, which subject to the satisfaction of the conditions set forth therein, was scheduled to (and did) commence on January 1, 2026.

The Pytosh Employment Agreement provides for an initial three-year term which extends automatically for successive one-year renewal terms, unless either CVR Energy or Mr.

Pytosh provides six months’ notice of its or his (as applicable) intent to not extend the term.

Under the terms of the Pytosh Employment Agreement, Mr.

Pytosh’s base salary will be $1,100,000, and Mr.

Pytosh will be eligible to receive an annual cash bonus with a target equal to 150% of his base salary under the performance-based bonus plan approved by the CVI Compensation Committee.

Pytosh is also entitled to receive an annual award equal to 150% of his base salary under or in connection with CVR Energy’s LTIP, which are expected to vest ratably on each of the first three anniversaries of the applicable grant date, subject to certain customary forfeiture and acceleration provisions and the terms of the applicable award agreement and the CVR Energy LTIP.

The Pytosh Employment Agreement also provides that Mr.

Pytosh will be eligible to receive a transaction bonus in cash equal to (x) $10,000,000 upon the consummation of a Significant CVI Transaction (as defined in the Pytosh Employment Agreement) and (y) $2,500,000 upon the consummation of a Significant UAN Transaction (as defined in the Pytosh Employment Agreement), in each case, provided that such Significant CVI Transaction or Significant UAN Transaction is consummated during the term of the Pytosh Employment Agreement or within the 60 days following a Pytosh Qualifying Termination (as defined below).

Pytosh’s employment is terminated at any time on or after January 1, 2026, he will be entitled to the benefits outlined in the Pytosh Employment Agreement, as follows:

(a) by CVR Energy without Cause or (b) by Mr.

Pytosh for Good Reason (each, a “Qualifying Termination”).

Upon a Qualifying Termination, Mr.

Pytosh will be entitled to receive the following severance payments, subject in each case to applicable deductions and withholdings, as well as other terms and conditions set forth in the Pytosh Employment Agreement, including Mr.

Pytosh’s continued compliance with certain restrictive covenants and his timely execution and non-revocation of a release of claims:

• A cash payment equal to 1.5 times the sum of (A) 12 months of the base salary plus (B) the average of the annual bonuses actually paid to Mr.

Pytosh during the three calendar years immediately preceding the date of termination, payable in substantially equal installments over the 18-month period following the date of termination;

• A cash payment equal to the actual annual bonus that would have otherwise been earned for the year of termination, based on achievement of the individual and/or corporate performance criteria, prorated based on the date of termination (a “Pytosh Pro-Rata Bonus”);

• Accelerated vesting as to 100% of the unvested portion of any then-outstanding incentive/phantom unit awards (“Pytosh Accelerated LTIP Vesting”).

(b) Without duplication, if Mr.

Pytosh experiences a Qualifying Termination during the Change in Control Period (as defined in the Pytosh Employment Agreement), the Severance Payment and Pro-Rata Bonus will instead be payable in

December 31, 2025 | 96

a cash lump sum, provided that such lump sum payment will be reduced by any portion of the Severance Payment and/or Pro-Rata Bonus that was received by Mr.

Pytosh prior to the consummation of the Change in Control.

Pytosh resigns without Good Reason, but provides at least six months’ notice of his intent to resign, he will receive a cash payment equal to the target annual bonus, prorated based on the date of termination (a “Target Pro-Rata Bonus”).

If the Pytosh Employment Agreement is terminated due to Mr.

Pytosh’s death or Disability, Mr.

Pytosh will receive a Pytosh Pro-Rata Bonus and Pytosh Accelerated LTIP Vesting, payable in a lump sum cash payment.

The Pytosh Employment Agreement also contains other terms customary for agreements of this type, including confidentiality, non-disparagement and non-competition obligations, and supersedes all prior agreements and understandings by and between Mr.

Pytosh and CVR Energy, including, without limitation, under the CVI Severance Plan.

Capitalized terms used in this discussion regarding the Pytosh Employment Agreement, but not defined shall have the meaning ascribed thereto in the Pytosh Employment Agreement.

The foregoing description of the Pytosh Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Pytosh Employment Agreement, which is filed as Exhibit 10.7 to the Partnership’s Quarterly Report for the period ended June 30, 2026, filed with the SEC on July 31, 2025.

On December 23, 2025, CVI Board appointed Mr.

Pytosh as President and Chief Executive Officer of CVR Energy, and as a member of the CVR Energy Board, effective January 1, 2026.

Other than the employment agreements with Messrs.

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

December 31, 2025 | 97

Outstanding Equity Awards at Fiscal Year End

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.

The following table sets forth information concerning outstanding long-term phantom unit awards granted in connection with or 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, 2025.

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.

20 unchanged sentences

Incentive Units 12/10/25 24,249 (4)

Conaway Incentive Units 12/14/22 1,489 (3)

Incentive Units 12/13/23 4,088 (3)

Incentive Units 12/11/24 10,578 (3)

Lamp forfeited all outstanding equity awards as of December 31, 2025, in connection with his resignation.

and pursuant to the 2024 Employment Agreement, will receive a cash payment equal to the value of all unvested incentive units held on the date of termination as outlined in the “Summary Compensation Table” above and in “Change-in-Control and Termination Payments” below.

(2) 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.

Incentive Units granted on December 11, 2024 and December 10, 2025, were granted under the CVR Energy LTIP.

Phantom Units granted on December 10, 2025, were granted under the CVR Partners LTIP.

All other Incentive Units and the Phantom Units reflected in this table were granted in connection with and not under the CVR Energy LTIP and CVR Partners LTIP, respectively.

(3) This column represents the number of unvested units outstanding on December 31, 2025, multiplied by:

(a) for incentive units issued on December 11, 2024, $18.74 (the December 31, 2024, closing price of CVR Energy common stock (the “CVI Closing Price”));

(a) for incentive units issued on December 10, 2025 and December 11, 2024, $25.44 (the December 31, 2025, closing price of CVR Energy common stock (the “CVI Closing Price”));

(b) for incentive units issued on December 13, 2023, $26.94 (equal to the CVI Closing Price plus $1.50 in accrued dividends);

(c) for incentive units issued on December 14, 2022, $24.74 (equal to the CVI Closing Price plus $6.00 in accrued dividends);

(d) for phantom units issued on December 11, 2024, $75.96 (equal to the December 31, 2024 closing price of Partnership common units (the “UAN Closing Price”));

(e) for phantom units issued on December 13, 2023, $82.65 (equal to the UAN Closing Price, plus $6.69 in accrued distributions );

and (f) for phantom units issued on December 14, 2022, $109.27 (equal to the UAN Closing Price, plus $33.31 in accrued distributions).

(c) for phantom units issued on December 10, 2025, $102.50 (equal to the December 31, 2025 closing price of Partnership common units (the “UAN Closing Price”));

(d) for phantom units issued on December 11, 2024, $114.42 (equal to the UAN Closing Price, plus $11.92 in accrued distributions );

and (e) for phantom units issued on December 13, 2023, $121.11 (equal to the UAN Closing Price, plus $18.61 in accrued distributions).

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

4 unchanged sentences

Pytosh that vested during 2025 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.

All of the phantom and incentive unit awards that vested during 2025 were settled in cash.

Equity Awards

19 unchanged sentences

27,967 $ 998,804

Conaway Incentive Units 2,804 $ 83,812 (1)

Incentive Units 1,489 37,359 (2)

Incentive Units 2,045 42,107 (3)

6,338 $ 163,278

(1) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $6.00 in accrued dividends.

1 unchanged sentence

(3) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $0.00 in accrued dividends.

(4) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the award agreement, and (ii) accrued distributions of $52.63 per unit.

(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.

December 31, 2024 | 101

(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) $45.23 in accrued distributions.

(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) $18.61 in accrued distributions.

(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) $11.92 accrued distributions.

Reimbursement of Expenses of Our General Partner

3 unchanged sentences

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

For the year ended December 31, 2024, the total amount paid to our General Partner and its affiliates (including amounts paid to CVR Energy pursuant to the Corporate MSA) was approximately $17.2 million.

For the year ended December 31, 2025, the total

December 31, 2025 | 99

amount paid to our General Partner and its affiliates (including amounts paid to CVR Energy pursuant to the Corporate MSA) was approximately $22.5 million.

Our partnership agreement provides that our General Partner determines which of its affiliates’ expenses are allocable to us and the Corporate MSA provides that CVR Energy invoice us monthly for services provided thereunder.

3 unchanged sentences

2024 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)

Severance Payments (2)

LTIP Payout (3)

Incentive Payment (4)

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

Resignation or Retirement ü

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

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

(2) Includes continuation of base salary for the lesser of (i) six months, and (ii) the remainder of the term, plus a pro-rata annual bonus for the fiscal year of termination based on individual achievement and/or performance criteria for such fiscal year, and/or in the case of termination due to disability, payments under CVR Energy’s disability plan(s).

(3) Includes the value of full vesting of any unvested incentive units (and accumulated dividend equivalent rights) but only if such incentive units were granted more than one year prior to the date of termination of employment, calculated based on the 10-day average closing price of a share of CVR Energy.

(4) $10 million.

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

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

December 31, 2024 | 102

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:

Under the 2024 Employment Agreement, if Mr.

Lamp’s employment was terminated on or at any time after January 1, 2025, he would be entitled to the following benefits:

Reason for Employment Termination Accrued Amounts (1)

11 unchanged sentences

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.

(3) A cash payment equal to the value of all unvested incentive units underlying each Lamp 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).

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

Lamp immediately prior the date of termination and the date of termination, and the denominator of which is 365.

(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.

(8) Pursuant to the 2024 Employment Agreement, as amended by the Lamp Amendment, 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) five 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 the 2024 Employment Agreement, Mr.

Lamp was required to 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.

If any payments or distributions due to Mr.

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.

Lamp would be subject to the excise tax imposed under Section 4999 of the Code, then such payments or distributions would 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 or 2024 Employment Agreement, as applicable, and are qualified thereby in the entirety.

CVI Severance Plan.

Pytosh, Neumann, and Conaway and Ms.

Buhrig do not have employment agreements.

However, under the CVI Severance Plan, Messrs.

Pytosh, Neumann, and Conaway and Ms.

Buhrig are generally eligible for certain payments in the event of their involuntary termination (other than for cause, as defined in the CVI Severance Plan) or their resignation for good reason (as defined in the CVI Severance Plan) in connection with a change-in-control, as follows:

December 31, 2025 | 100

Lamp would be entitled upon employment termination, are as defined in the 2024 Employment Agreement and are qualified thereby in the entirety.

CVI Severance Plan.

Pytosh and Neumann and Ms.

Buhrig did not have employment agreements that were effective in 2025.

However, during 2025 under the CVI Severance Plan, Messrs.

Pytosh and Neumann and Ms.

Buhrig were generally eligible for certain payments in the event of their involuntary termination (other than for cause, as defined in the CVI Severance Plan) or their resignation for good reason (as defined in the CVI Severance Plan) in connection with a change-in-control, as follows:

Reason for Employment Termination Accrued Amounts (1)

4 unchanged sentences

(1) The sum of any base pay earned but unpaid through the date of termination, any unused accrued paid time off in accordance with the applicable paid time off policy, any unreimbursed expenses in accordance with the applicable expense reimbursement policy, and any accrued and vested rights or benefits under any CVR Energy sponsored employee benefits plans.

(2) The sum of (a) twelve (12) months of base pay, and (b) the average of the annual bonuses actually paid during the three calendar years immediately preceding (or for such shorter period of time or 100% of target bonus, if applicable ).

(2) The sum of (a) 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, 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.

1 unchanged sentence

Payout of these amounts are subject to various conditions including the execution of a release agreement, a perpetual restrictive covenant relating to non-disclosure and non-disparagement and covenants relating to non-solicitation and non-competition for a period of 12 months.

Effective January 1, 2026, pursuant to the terms of the Pytosh Employment Agreement, Mr.

Pytosh became ineligible for benefits under the CVI Severance Plan.

Award Agreements.

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:

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

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

Under the award agreements issued under and in connection with the CVR Partners LTIP and the CVR Energy LTIP, each of our named executive officers are also eligible for accelerated vesting of certain unvested phantom and incentive units if such units are cancelled or if such named executive officer (a) is terminated other than for cause, or (b) is terminated due to death or disability.

In such an event, the portion of any unvested phantom and incentive units scheduled to vest within 12 months of such event becomes immediately vested and the remaining portion is forfeited.

Upon such accelerated vesting, the named executive officers will receive, as determined in the applicable Board or Compensation Committee’s sole discretion, (a) 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 10-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, or (b) the number of common units or shares, plus 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.

Potential Payments upon Termination or Change in Control

The following table reflects amounts payable to our named executive officers as a result of the hypothetical termination events outlined below assuming the triggering employment termination event took place on December 31, 2025.

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

Pursuant to the Corporate MSA, we are responsible for the payment of our proportionate share of these severance benefits under the 2024 Employment Agreement, the CVI Severance Plan, award agreements, and other benefits programs following the termination of

December 31, 2025 | 101

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

employment of the named executive officers.

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

Name and Severance Benefit Death Disability Retirement Termination without Cause Resignation for Good Reason Termination for Cause or Resignation without satisfying Notice Requirement

Benefits Continuation $ — $ — $ — $ — $ — $ — $ — $ —

26 unchanged sentences

Total Amount $ 812,973 $ 812,973 $ — $ 812,973 $ 3,344,402 $ — $ 3,344,402 $ —

Benefits Continuation $ — $ — $ — $ — $ — $ — $ —

Accelerated Vesting - Incentive Units (7)

140,827 140,827 — 140,827 316,680 — 316,680

Cash Severance (8)

— — — — 533,844 — 533,844

Total Amount $ 140,827 $ 140,827 $ — $ 140,827 $ 850,524 $ — $ 850,524

(1) Severance payments and benefits in the event of termination without cause or resignation for good reason not in connection with a change in control.

(2) Severance payments and benefits in the event of termination without cause or resignation for good reason in connection with a change in control.

(3) As defined in the 2024 Employment Agreement.

(4) Accrued Amounts represents, as defined in the 2024 Employment Agreement, Mr.

Lamp’s earned but unpaid Annual Bonus under the 2025 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, 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.

(5) In accordance with the 2024 Employment Agreement, upon termination of employment for any reason other than Termination for Cause or Resignation without Good Reason and without satisfying the Notice Requirement, Mr.

Lamp's outstanding long-term incentive units are forfeited, and he receives instead, a cash payment equal to the value of all unvested incentive units underlying each outstanding Incentive Award, determined based on the average closing price of one share of CVR Energy common stock for the 10-trading days immediately preceding the date of termination, plus any accumulated but unvested dividend equivalents on such award (the "LTIP Payout").

Such amounts are reflected in "Cash Severance" below.

(6) In accordance with the 2024 Employment Agreement, this Cash Severance amount is comprised of:

(i) the LTIP Payout;

plus, (ii) a one-time cash payment in an amount equal to the product of (A) Mr.

Lamp’s LTIP target (150%) multiplied by (B) a fraction, the numerator of which is the number of completed days between the grant date of the LTIP award received by Mr.

Lamp immediately prior to the date of termination and the denominator of which is 365;

plus, (iii) a one-time cash payment in an amount equal to the product of (A) $3,000,000, multiplied by (B) a fraction, not to exceed one (1), (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 24.

December 31, 2025 | 102

Lamp, the cash severance amount upon (A) death, disability, or termination without cause or resignation for good reason not in connection with a change in control represents, as defined in the 2021 Employment Agreement, 6-months of Base Salary;

and (B) termination without cause or resignation for good reason in connection with a change in control represents, the Incentive Payment.

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

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

Lamp would also be entitled to a Pro Rata Bonus.

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

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;

Pytosh, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represent, pursuant to the award agreement, the number of any unvested phantom units scheduled to vest within 12 months from December 31, 2025, multiplied by for phantom units granted by the Partnership (i) on December 13, 2023, the average closing price for Partnership common units for the 10 trading-days preceding December 31, 2025, or $97.06 per unit (the “UAN 10-day Average Price”), plus $18.61 in accrued distributions, (ii) on December 11, 2024, the UAN 10-day Average Price, plus $11.92 in accrued distributions, and (iii) on December 10, 2025, 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, 2025, multiplied by, for phantom units awarded by the Partnership (i) on December 13, 2023, the average closing price for Partnership common units for the 20 trading-days preceding December 31, 2025, or $91.38 per unit (the “UAN 20-day Average Price”), plus $18.61 in accrued distributions, (ii) on December 11, 2024, the UAN 20-day Average Price plus $11.92 in accrued distributions, and (iii) on December 10, 2025, the UAN 20-day Average Price.

(8) For Messrs.

Pytosh, Neumann and Conaway and Ms.

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

Pytosh, and Neumann and Ms.

Buhrig, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents, pursuant to the award agreement, the number of any unvested incentive units scheduled to vest within 12 months from December 31, 2025, multiplied by for incentive units awarded by CVR Energy (i) on December 13, 2023, the CVI 10-day Average Price, plus $1.50 in accrued dividends, (ii) on December 11, 2024, the CVI 10-day Average Price;

and (iii) on December 10, 2025, 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, 2025, multiplied by, for incentive units awarded by CVR Energy (i) on December 13, 2023, the average closing price for CVR Energy common stock for the 20-trading days preceding December 31, 2025, or $29.46 per share (the “CVI 20-day Average Price”), plus $1.50 in accrued dividends, (ii) on December 11, 2024, the CVI 20-day Average Price, and (iii) on December 10, 2025, the CVI 20-day Average Price.

(9) For Messrs.

Pytosh, Neumann and Conaway and Ms.

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

Pytosh, and Neumann and Ms.

Buhrig, cash severance amounts upon termination without cause or resignation for good reason, both in connection with a change in control include, as defined under the CVI Severance Plan, a lump sum of 12 months’ base pay plus a sum equal to the average of the annual bonuses actually paid during the immediately preceding three full calendar years in which they served as a named executive officer.

For 2025, to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Principal Executive Officers, Mr.

1 unchanged sentence

Pytosh, our President and Chief Executive Officer (collectively, “PEOs”), we used the following methodology and made the following material assumptions, adjustments, and estimates:

(1) We determined that, as of December 31, 2024, the number of employees of the Partnership and its consolidated subsidiaries consisted of 316 individuals, excluding our PEOs who are employed by CVR Services.

(1) We determined that, as of December 31, 2025, the number of employees of the Partnership and its consolidated subsidiaries consisted of 320 individuals, excluding our PEOs who are employed by CVR Services, LLC (“CVR Services”).

(2) To identify the “median employee” from the employee population, we compared the amount of annual total compensation of such employees for 2025 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which consisted of salary, bonus, non-equity incentive plan compensation and other compensation.

17 unchanged sentences

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

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

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

In October 2024, the Board considered these goals and the compensation paid to such directors for 2024, and upon recommendation of the Compensation Committee, elected to keep such compensation for 2025 the same as 2024.

8 unchanged sentences

EH&S Committee 6

December 31, 2025 | 104

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, 2025:

Name Fees Earned or Paid in Cash (1)

Unit Awards Total Compensation

Unit Awards All Other Compensation (2)

Total Compensation

Jordan Bleznick

2 unchanged sentences

10,108 — 10,108

46,150 — 35,000 81,150

Alexander Nickolatos (4)

8,845 — 8,845

Shea 41,992 — 35,000 76,992

17,163 — 17,163

(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.

(2) Amounts reflected in this column include amounts paid in cash or accrued in 2025 in connection with such directors’ removal from the Board effective October 30, 2025.

(3) Fees paid to Ms.

Ecton in 2025 were paid to EEI, Inc., where she serves as the chief executive officer and is the sole shareholder.

December 31, 2024 | 107

(4) Appointed to the Board effective October 30, 2025.

(5) Appointed to the Board effective August 1, 2025.

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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

The 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 550,000 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, 2025:

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

— — 500,935 (1)

Equity compensation plans not approved by security holders:

Total — — 500,935

(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.

December 31, 2025 | 105

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

14 unchanged sentences

CVR GP, LLC (3)

Jordan Bleznick

Ecton 1,250 *

Alexander Nickolatos — — %

Pytosh 30,593 *

Buhrig 2,200 *

Neumann — — %

All directors and executive officers of our General Partner as a group (8 persons) (4)

1 unchanged sentence

(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.

(a) the Schedule 13D/A filed with the SEC on June 4, 2025 (the “Schedule 13D/A”), which indicates that:

Icahn Enterprises Holdings L.P.

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

(“IEP GP”), Beckton Corp.

(“Beckton”) and Carl C.

(“IEP GP”), and Carl C.

Icahn (collectively, the “Icahn Reporting Persons”) have shared voting power and shared dispositive power with respect to 4,164,274 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.

and (b) the Form 4 filed by the Icahn Reporting Persons on April 23, 2025 (the “Form 4”), which indicates that:

(i) American Entertainment Properties Corp.

(“AEP”) directly holds 272,274 common units and (ii) the GP Sole Member 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.

the GP Sole Member is a direct, wholly owned subsidiary of CVR Services, LLC (“CVR Services”), 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;

December 31, 2024 | 108

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.

IEP Holdings owns a 100% interest in AEPC Holdings LLC (“AEPC Holdings”), which owns 100% of the equity of AEP;

AEP is the sole member of IEP Energy Holding LLC (“IEP Energy”), which together hold approximately 70% of the outstanding shares of common stock of CVR Energy;

AEPC Holdings owns 100% of the equity of AEP;

IEP Holdings owns a 100% interest in AEPC Holdings;

Icahn Enterprises L.P (“IEP”) owns a 99% limited partner interest in IEP Holdings;

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

IEP GP is the general partners of and owns a 1% general partner interest in each of IEP Holdings and IEP;

IEP GP is 100% owned by Beckton Corp (“Beckton”);

Beckton is 100% owned by Mr.

Each of (i) the Icahn Reporting Persons disclaim beneficial ownership of all common units reported in the Schedule 13D/A except to the extent of their pecuniary interest therein, and (ii) IEP Energy, AEP, IEP Holdings, IEP GP, Beckton and Mr.

Icahn disclaim beneficial ownership of the common units described in the Form 4.

The Icahn Reporting Persons and AEP, AEPC Holdings, IEP Energy, IEP and Beckton, have an address of 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160.

The GP Sole Member, CVR Services, 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 UAN Services, is our General Partner, manages and operates CVR Partners and has a non-economic general partner interest in the Partnership.

Firestone, Robert E.

Flint, Brett Icahn, Colin Kwak, David L.

Lamp, Stephen Mongillo, Mark A.

Pytosh, Mark J.

Smith, and Julia Heidenreich Voliva.

(2) Beneficial ownership information is based on a Schedule 13G filed with the SEC on February 11, 2022 (the “Barclays Schedule 13G”), which indicates that Barclays Plc and Barclays Bank Plc, both with an address of 1 Churchill Place, London, X0 E14 5HP, have sole

December 31, 2025 | 106

voting power and sole dispositive power with respect to 621,054 common units.

While Barclays Plc has not filed an amendment to its Schedule 13G, it has disclosed in a Schedule 13F-HR filed with the SEC on November 12, 2025, that it has voting authority over 58 common units.

(3) CVR GP, LLC, a wholly owned subsidiary of the GP Sole Member, 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.

Pytosh, (ii) the 2,200 common units owned by Ms.

Buhrig, (iii) the 1,250 common units owned by Ms.

Ecton, (iv) the 3,512 common units owned by Mr.

Muller, and (v) the 59 common units owned by Mr.

Pytosh and (ii) the 2,200 common units owned by Ms.

Certain Relationships and Related Transactions, and Director Independence

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).

The GP Sole Member owns (i) 3,892,000 common units, representing approximately 36.8% of our outstanding common units (which entitles it to receive distributions, if any, including $46.4 million in 2025), and (ii) 100% of our General Partner with its non-economic general partner interest (which does not entitles it to receive distributions).

IEP owns approximately 2.6% of our outstanding common units (which entitles it to receive distributions, if any, including $3.1 million in 2025).

Agreements with CVR Energy and Its Subsidiaries

16 unchanged sentences

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

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

After appropriate review, the Board or a Conflicts Committee may approve or ratify a related party transaction if such transaction is consistent with the Related Party Transaction Policy and is on terms that, taken as a whole, are no less favorable to us than could be obtained in an arm’s-length transaction with an unrelated third-party, unless the Board or the Conflicts Committee otherwise determines that the transaction is not in our best interests.

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

December 31, 2025 | 107

its entirety or by a “conflicts committee” meeting the definitional requirements for such a committee under our partnership agreement.

After appropriate review, the Board or the Conflicts Committee may approve or ratify a related party transaction if such transaction is consistent with the Related Party Transaction Policy and is on terms that, taken as a whole, are no less favorable to us than could be obtained in an arm’s-length transaction with an unrelated third-party, unless the Board or the Conflicts Committee otherwise determines that the transaction is not in our best interests.

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

Director Independence

4 unchanged sentences

Principal Accounting Fees and Services

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

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

The Audit Committee has not selected the independent registered public accounting firm to conduct the audit of our books and records for the fiscal year ending December 31, 2026.

2 unchanged sentences

The Audit Committee pre-approved all fees incurred in fiscal year 2025.

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:

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 LLP for the fiscal years ended December 31, 2025 and 2024:

Year Ended December 31,

13 unchanged sentences

Exhibit Number Exhibit Description

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

3.1** Fourth Amended and Restated Limited Liability Company Agreement of CVR GP, LLC, dated November 8, 2024 (incorporated by reference to Exhibit 3.1 of the Form 10-K filed on February 19, 2025).

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

19 unchanged sentences

10.5.1** Amendment to Master Service Agreement, dated as of April 12, 2022, among CVR Services, LLC and the Partnership and its subsidiaries (incorporated by reference to Exhibit 10.6 of the Form 10-Q filed on May 3, 2022).

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

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

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

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

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

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

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

37 unchanged sentences

Transaction Agreement dated January 6, 2023 by and among CVR Partners, LP and certain of its subsidiaries, CVR-CapturePoint Parent LLC, CapturePoint LLC and certain Investors relating to the purchase of membership interests in CVR-CapturePoint LLC (incorporated by reference to Exhibit 10.3 of the Form 10-Q filed on May 2, 2023).

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

10.27**+ CVR Energy, Inc.

Change in Control and Severance Plan, as amended effective February 14, 2025 (incorporated by reference to Exhibit 10.4 of the Form 10-Q filed on July 31, 2025).

10.28**+^

CVR Partners, LP and Subsidiaries 2025 Performance-Based Bonus Plan - Fertilizer, approved April 29, 2025 (incorporated by reference to Exhibit 10.

5 of the Form 10-Q filed on July 31, 2025).

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

Lamp (incorporated by reference to Exhibit 10.6 of the Form 10-Q filed on July 31, 2025).

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

Pytosh (incorporated by reference to Exhibit 10.7 of the Form 10-Q filed on July 31, 2025).

December 31, 2025 | 111

19.1** CVR Partners, LP Insider Trading Policy, approved February 20, 2024 (incorporated by reference to Exhibit 19.1 of the Form 10-K filed on February 19, 2025).

21.1* List of Subsidiaries of CVR Partners, LP

23.1* Consent of Grant Thornton LLP.

31.1* Rule 13a-14(a) or 15(d)-14(a) Certification of Executive Chairman.

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

December 31, 2024 | 113

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

31.3* 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.

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

97.1**+ CVR Partners, LP Policy for the Recovery of Erroneously Awarded Compensation effective October 2, 2023 (incorporated by reference to Exhibit 97.1 of the Form 10-K filed on February 19, 2025) .

101* The following financial information for CVR Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (“Extensible Business Reporting Language”) includes:

27 unchanged sentences

Signature Title Date

LAMP Director and Executive Chairman

(Principal Executive Officer) February 19, 2025

PYTOSH Director, President and Chief Executive Officer

5 unchanged sentences

(Principal Accounting Officer) February 18, 2026

/s/ JORDAN BLEZNICK Chairman of the Board of Directors February 19, 2025

Jordan Bleznick

ECTON Director February 19, 2025

Director February 19, 2025

SHEA Director February 19, 2025

/s/ ROBERT E.

FLINT Chairman of the Board of Directors February 18, 2026

GOEBEL Director February 18, 2026

LAMP Director February 18, 2026

/s/ ALEXANDER NICKOLATOS Director February 18, 2026

Alexander Nickolatos

/s/ KEVAN VICK Director February 18, 2026

December 31, 2025 | 113

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