Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
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.
The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, we conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, the Partnership’s 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. This report can be found under Part II, Item 8 of this Report.
Changes in Internal Control Over Financial Reporting.
There have been no material changes in the Partnership’s internal control over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
Item 9B. Other Information
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
December 31, 2025 | 74
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Management of CVR Partners, LP
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. Limited partners are not entitled to directly or indirectly participate in our management or operations. Neither our General Partner nor the members of its Board are elected by our unitholders, and none are subject to re-election on a regular basis in the future.
Actions by our General Partner that are made in its individual capacity are made by the GP Sole Member and not by the Board. Our partnership agreement contains various provisions which replace default fiduciary duties with more limited contractual corporate governance standards. Whenever our General Partner makes a determination or takes or declines to take an action in its individual, rather than representative, capacity, it is entitled to make such determination or to take or decline to take such action free of any fiduciary duty or obligation whatsoever to us, any limited partner or assignee, and it is not required to act in good faith or pursuant to any other standard imposed by our partnership agreement or under Delaware law or any other law. Examples include the exercise or assignment of its call right or its registration rights, its voting rights with respect to the units it owns and its determination whether or not to consent to any merger or consolidation of the Partnership. Our General Partner is liable, as a General Partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made expressly non-recourse to it. Our debt instruments are non-recourse to our General Partner. Our General Partner therefore may cause us to incur indebtedness or other obligations that are non-recourse to it.
The Board
As of December 31, 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. Flint); 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. Flint. 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. The Board also periodically evaluates its composition, including the skill sets, diversity, leadership structure, background and experience of its directors. The Board believes its current structure and composition is best for the Partnership and its unitholders at this time. All actions of the Board, or any committee thereof, require either (i) the affirmative vote of at least a majority of the directors (or members of such committee) present or (ii) the unanimous written consent (in lieu of meeting) of the directors (or members of such committee). The directors of our General Partner hold office until the earlier of their death, resignation or removal.
Board Meetings, Attendance and Executive Sessions
In 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 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
Table of Contents
The following table set forth the names, positions, ages, and a description of the backgrounds, experience, and qualifications of our directors, 1 as of February 18, 2026:
Robert E. Flint
Director, Chairman of the Board
Age: 48
Key Skills and Expertise:
Director since: October 2025
ü Public Company
ü Executive Leadership
ü Finance & Accounting
ü Legal/Regulatory/Compliance
ü Human Resources/Executive Compensation
ü Risk Management
ü Information Technology/Cybersecurity
Career Highlights:
Board Committees:
❖ Icahn Enterprises L.P., Chief Accounting Officer (since January 2024); Director of Accounting (2021 – 2023); Chief Audit Executive (2020 – 2021)
Compensation (Chair)
Special
Other Public Company Directorships (current) : 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.
Education: 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. Carl Icahn.
December 31, 2025 | 76
Table of Contents
Brian A. Goebel
Director
Age: 58
Key Skills and Expertise:
Director since: October 2025
ü Public Company
ü Executive Leadership
ü Finance & Accounting
ü Legal/Regulatory/Compliance
ü Risk Management
ü ESG/Sustainability/EH&S
Career Highlights:
❖ Emergency Safety Solutions, Inc., Chief Financial Officer (October 2025 – February 2026)
Board Committees:
❖ Republic Services, Inc., Chief Accounting Officer (2013 – March 2024)
Audit (Chair)
Compensation
Environmental, Health & Safety
❖ 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: National Waste Recycling Association (Audit Committee Member) (2018 – 2021)
Education: Susquehanna University, B.S. in Accounting
David L. Lamp
Director
Age: 68
Key Skills and Expertise:
Director since: 2018
ü Public Company
ü Executive Leadership
ü Legal/Regulatory/Compliance
ü Human Resources/Executive Compensation
ü Risk Management
ü Industry/Operations
ü ESG/Sustainability/EH&S
Career Highlights:
❖ 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. (“WNR”), Northern Tier Energy LP (“NTI”), and HollyFrontier Corporation
Other Public Company Directorships (current): CVR Energy, Inc. (since 2018)
Education: Michigan State University, B.S. Chemical Engineering
December 31, 2025 | 77
Table of Contents
Alexander Nickolatos
Director
Age: 48
Key Skills and Expertise:
Director since: October 2025
ü Public Company
ü Executive Leadership
ü Finance & Accounting
ü Legal/Regulatory/Compliance
Career Highlights:
Board Committees:
❖ KORE Power, Inc., Chief Financial Officer (since June 2021)
Audit
Compensation
Environmental, Health & Safety
❖ 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
Education: Walla Walla University, B.B.A. in Accounting; Certified Public Accountant
Mark A. Pytosh
Director, President & Chief Executive Officer
Age: 61 Key Skills and Expertise:
Director since: 2011
ü Public Company
ü Executive Leadership
ü Finance & Accounting
ü Legal/Regulatory/Compliance
ü Human Resources/Executive Compensation
ü Risk Management
ü Industry/Operations
ü IT/Cybersecurity
ü ESG/Sustainability/EH&S
Career Highlights:
Board Committees:
❖ CVR Partners, President & CEO (2014 to current)
Special
❖ 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: Director, Fertilizer Institute (since 2015); Director, University of Illinois Foundation (since 2007); Former CFO, Tervita Corp.; Former SVP & CFO, Covanta Energy Corp.; Former SVP & CFO, Waste Services, Inc.
Education: University of Illinois, Urbana-Champaign, B.S. Chemistry
December 31, 2025 | 78
Table of Contents
Kevan Vick
Director
Age: 71
Key Skills and Expertise:
Director since: August 2025
ü Public Company
ü Executive Leadership
ü Finance & Accounting
ü Legal/Regulatory/Compliance
ü Industry Operations
ü ESG/Sustainability/EH&S
Career Highlights:
Board Committees:
❖ Independent Consultant (since 2012)
Audit
Environmental, Health & Safety (Chair)
❖ 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, Lawrence Public Library; Former Director of several fertilizer joint ventures (both domestic & international)
Education: University of Kansas, B.S. in Chemical Engineering
Director Independence & Controlled Company Exemptions
To be considered independent under the New York Stock Exchange (the “NYSE”) listing standards, the Board must determine that a director has no material relationship with us other than as a director. The standards specify the criteria by which the independence of directors will be determined, including guidelines for directors and their immediate family members with respect to employment or affiliation with us or with our independent public accountants. The Board has affirmatively determined that each of 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:
• A majority of our directors are not required to be (and are not) independent;
• Our Board has not and does not currently intend to establish a nominating/corporate governance committee; and
• The Compensation Committee of the Board does not need to be (and is not) composed entirely of independent directors.
As a result, unitholders do not have the same protections afforded to equity holders of companies that are subject to all of the corporate governance requirements of the NYSE.
December 31, 2025 | 79
Table of Contents
Board Committees
Our Board has four standing committees appointed by the Board: the Audit Committee; the Compensation Committee; the Environmental Health & Safety (“EH&S”) 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. These charters are available free of charge on our website at www.CVRPartners.com or in print without charge to any unitholder requesting them by sending a written request to our Secretary at the address listed under “Communications with Directors” below.
Audit Committee
Members: Primary Responsibilities:
Brian A. 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.
Ø Reviews with management, our internal auditors and independent auditors the adequacy, quality and integrity of the Partnership’s internal controls, the fair presentation and accuracy of the Partnership’s financial statements and disclosures, audit reports and management’s responses thereto, and the Partnership’s critical accounting policies and practices.
Ø Oversees and evaluates the performance, responsibilities, engagement plan, budget and staffing of the internal audit function including its senior audit executive.
Ø Establishes procedures for and oversees handling of complaints regarding accounting, internal accounting controls or auditing matters and the confidential submission of concerns regarding questionable accounting or auditing matters.
Ø Monitors and periodically reviews the Partnership’s compliance with applicable laws, major litigation, regulatory compliance, risk management, insurance coverage and any policies, practices or mitigation activities relating thereto.
Ø Reviews and discusses with management potential significant risks to the Partnership and risk mitigation efforts.
Ø Reviews the Partnership’s information technology systems and associated risks and controls relating to business continuity, data privacy and cybersecurity, and contingency plans in the event of a failure of such systems.
Ø Assists the Board in its oversight of the governance portions of the Partnership’s Environmental, Social and Governance (“ESG”) initiatives including the Partnership’s governance practices and reputation, Code of Ethics and Business Conduct, anti-bribery and anti-corruption programs and of the overall risks relating to such ESG initiatives.
Ø Reviews and discusses with management and Grant Thornton LLP, our independent registered accounting firm (“Grant Thornton”), the audited financial statements contained in this Annual Report on Form 10-K.
Ø Received written disclosures and the letter from Grant Thornton required by applicable requirements of the Public Company Accounting Oversight Board.
Ø Based on the reviews and discussions referred to above, recommended to the Board that the audited financial statements be included in this Annual Report on Form 10-K, for filing with the SEC.
Meetings in 2025: 4
Acted by Written Consent in 2025: 3
(1) Audit Committee Financial Expert
(2) Financially Literate
(3) Independent, Non-Employee Director
December 31, 2025 | 80
Table of Contents
Compensation Committee
Members: Ø Reviews, amends, modifies, adopts and oversees the incentive compensation plans, equity-based compensation plans, qualified retirement plans, health and welfare plans, deferred compensation plans, and any other benefit plans, programs or arrangements sponsored or maintained by the Partnership or its General Partner.
Ø Evaluates the performance of our executive officers and, in connection therewith, reviews and determines, or recommends to the Board, the annual salary, bonus, equity-based compensation, and other compensation, incentives and benefits of our executive officers (other than compensation and benefits provided by one of its affiliates).
Ø Reviews and approves any employment, consulting, change in control, severance or termination, or other compensation agreements or arrangements with our executive officers.
Ø Reviews and makes recommendations to the Board with respect to the compensation of non-employee directors or any plans or programs relating thereto.
Ø Reviews and discusses the Compensation Committee Report and the Compensation Discussion and Analysis and recommends to the Board their inclusion in the Partnership’s Annual Reports on Form 10-K.
Ø Assists the Board in assessing any risks to the Partnership associated with compensation practices and policies.
Ø Assists the Board in its oversight of the social portions of the Partnership’s ESG initiatives including 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.
Robert E. Flint, Chair
Brian A. Goebel (3)
Alexander Nickolatos (3)
Meetings in 2025: 2
Acted by Written Consent: 1
(3) Independent, Non-Employee Director
EH&S Committee
Members: Ø Oversees the establishment and administration of environmental, health and safety policies, programs, procedures, and initiatives.
Ø Assists the Board in its oversight of risk relating to environmental, health, safety, and security matters.
Ø Assists the Board in its oversight of the environmental, health, safety, and security portions of the Partnership’s ESG initiatives including the Partnership’s environmental, health, safety and security risks, opportunities, policies and reporting, including those related to climate change and sustainability.
Kevan Vick, Chair (3)
Brian A. Goebel (3)
Alexander Nickolatos (3)
Meetings in 2025: 2
(3) Independent, Non-Employee Director
Special Committee
Members: Ø Evaluates and approves matters arising during the intervals between meetings of the Board that did not warrant convening a special meeting of the Board but should not be postponed until the next scheduled meeting of that Board.
Ø Exercises approval authority delegated to it by the Board.
Robert E. Flint
Mark A. Pytosh
Acted by Written Consent in 2025: 2
December 31, 2025 | 81
Table of Contents
Communications with Directors
Unitholders and other interested parties wishing to communicate with the Board may send a written communication addressed to:
CVR Partners, LP
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
Attention: Executive Vice President, General Counsel and Secretary
Our General Counsel will forward all appropriate communications directly to the Board or to any individual director or directors, depending upon the facts and circumstances outlined in the communication. Any unitholder or other interested party who is interested in contacting only the independent directors or non-management directors as a group or the director who presides over the meetings of the independent directors or non-management directors may also send written communications to the contact above and should state for whom the communication is intended.
Compensation Committee Interlocks and Insider Participation
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. 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
Our Corporate Governance Guidelines, as well as our Code of Ethics and Business Conduct, which applies to all of our directors, officers, and employees (and which includes additional provisions that apply to our principal executive officer, principal financial officer, principal accounting officer, and other persons performing similar functions) are available free of charge on our website at www.CVRPartners.com. These documents are also available in print without charge to any unitholder requesting them. We intend to disclose any changes in or waivers from our Code of Ethics and Business Conduct by posting such information on our website or by filing a Form 8-K with the SEC.
Insider Trading Policy
We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of Partnership securities by the Partnership and its directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Partnership. The Partnership’s Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Executive Officers
While the Board provides high-level strategy and guidance for the Partnership, our day-to-day activities are carried out by the executive officers of our General Partner, who are appointed by the Board and act within the authorities granted by the Board and our organizational documents, including those of the General Partner. Limited partners are not entitled to appoint the executive officers or directly or indirectly participate in our management or operations. In this Annual Report on Form 10-K (this “Report”), we refer to the executive officers of our General Partner as “our executive officers.” The following table sets forth the names, positions, ages, background, experience and qualifications (as of February 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
Table of Contents
Name, Position and Age Principal Occupation, Experience and Qualifications
Dane J. Neumann
Age: 41
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (since October 2021)
Mr. Neumann has served as the Executive Vice President, Chief Financial Officer and Assistant Secretary and as the Treasurer of our General Partner, and in those same roles for our affiliate, CVR Energy since October 2021 and February 2022, respectively. Before assuming his current roles, Mr. Neumann served as Interim Chief Financial Officer of our General Partner from August to October 2021, and as Vice President – Finance & Treasurer of our General Partner from June 2020 to October 2021, and in those same roles for CVR Energy, and in various other roles within our finance organization from June 2018 to June 2020, including Vice President of Financial Planning & Analysis and Director of Projects & Controls. Mr. 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. Neumann served in various roles of increasing responsibility for several formerly publicly traded refining and marketing entities, including with Andeavor (formerly Tesoro Corporation), Western Refining, Inc. and Northern Tier Energy LP. Mr. Neumann obtained a Bachelor of Science in Finance and Political Science and a Master of Business Administration from the University of Minnesota and is a Certified Public Accountant.
Melissa M. Buhrig
Age: 50
Executive Vice President,
General Counsel and Secretary
(since July 2018)
Ms. Buhrig has served as the Executive Vice President, General Counsel and Secretary of our General Partner, and in those same roles for our affiliate, CVR Energy, since July 2018. Prior to joining CVR Partners, Ms. Buhrig served as general counsel and in various other senior executive roles, including compliance officer, for several current and former publicly traded refining and marketing entities, including with Delek US Holdings, Inc., Western Refining, Inc., and Northern Tier Energy LP. Ms. Buhrig has more than 25 years of legal and energy industry experience including in the areas of mergers and acquisitions, corporate governance, securities, compliance, litigation, regulatory matters, and human resources. Ms. Buhrig received a Bachelor of Arts in Political Science from the University of Michigan and a Juris Doctorate with honors from the University of Miami School of Law.
Michael H. Wright, Jr.
Age: 55
Executive Vice President and Chief Operating Officer (since January 2026)
Mr. 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. Mr. 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. Mr. 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. Mr. Wright obtained a Bachelor of Science in Mechanical Engineering and a Master of Business Administration, both from the University of Utah.
Item 11. Executive Compensation
Compensation Discussion and Analysis
The following discussion and analysis of compensation arrangements (the “CD&A”) of our named executive officers (defined below) for 2025 should be read together with the compensation tables and related disclosures set forth below. This CD&A may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation actions, and the future compensation of our named executive officers may differ from the currently planned programs and payouts summarized in this discussion. This CD&A provides unitholders with an
December 31, 2025 | 83
Table of Contents
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 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:
David L. Lamp Executive Chairman
Mark A. Pytosh President and Chief Executive Officer
Dane J. Neumann Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
Melissa M. Buhrig Executive Vice President, General Counsel and Secretary
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.
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: David L. Lamp (10%); Mark A. Pytosh (60%); Dane J. Neumann (18%); and Melissa M. Buhrig (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 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:
• CVR Energy makes available to our General Partner the services of certain CVR Energy executive officers and employees, some of whom serve as named executive officers of our General Partner;
• We, our General Partner, and our subsidiaries, as the case may be, are obligated to reimburse CVR Energy for any portion of the costs that CVR Energy incurs in providing compensation and benefits, payouts under performance-based bonus plans, and incentive and performance unit payouts to such CVR Energy executive officers and employees while they are providing services to us under the Corporate MSA, some of whom serve as named executive officers of our General Partner; and
• We pay a monthly fee for goods and services supplied under the Corporate MSA, subject to netting and an annual true up, as well as pass-through of any direct costs incurred by CVR Energy on behalf of the Partnership or its subsidiaries without markup.
For more information on the Corporate MSA, see Part II, Item 8, Note 13 (“Related Party Transactions”) and Part III, Item 13 of this Report.
Compensation Philosophy, Objectives and Processes
Our Compensation Committee approves compensation only for Mr. Pytosh (other than 40% of his base salary and annual performance-based bonus and equity-based incentives attributable to his service for CVR Energy and its subsidiaries, which are set by the compensation committee of the board of directors of CVR Energy (the “CVI Compensation Committee”)). Although our Compensation Committee generally engages in discussions with the CVI Compensation Committee regarding the performance of and compensation for our named executive officers, it does not determine any part of the compensation of those named executive officers, other than Mr. Pytosh, and has no control over and does not establish or direct the compensation policies or practices of CVR Energy. Accordingly, while the compensation philosophies, objectives, and processes described below are generally applicable to both the Partnership and CVR Energy, the remainder of this CD&A discusses CVR Partners’ compensation programs in which references to our named executive officers refer solely to Mr. Pytosh, except where otherwise indicated.
December 31, 2025 | 84
Table of Contents
In establishing named executive officer compensation, our Compensation Committee (and the CVI Compensation Committee) generally seeks to:
• Incentivize important business priorities such as safety, reliability, environmental performance and earnings growth through variable compensation earned based on the achievement of related performance goals;
• Align the named executive officers’ interests with those of our unitholders and stakeholders, including providing long-term economic benefits to the unitholders;
• Provide competitive financial incentives in the form of salary, bonuses and benefits with the goal of retaining and attracting talented and highly motivated executive officers; and
• Maintain a compensation program whereby the named executive officers, through exceptional performance and equity-based incentive awards, have the opportunity to realize economic rewards commensurate with appropriate gains of other unitholders and stakeholders.
The Compensation Committee takes these main objectives into consideration when creating its compensation programs, setting each element of compensation under those programs, and determining the proper mix of the various compensation elements. Named executive officer compensation will generally include a mix of fixed elements, intended to provide stability, as well as variable elements, which align pay and performance, incentivizing and rewarding our named executive officers in years where the Partnership achieves superior results.
The Compensation Committee also considers, among other factors, the success and performance of the Partnership, the contributions of named executive officers to such success and performance, and the current economic conditions and industry environment in which the Partnership operates. From time to time, the Compensation Committee may utilize various tools in evaluating and establishing named executive officer compensation, including their own common sense, knowledge and experience, as well as some or all of the following:
• Input from Board members or management. The Compensation Committee may from time to time ask that certain members of the Board and/or management provide insight into the named executive officers’ roles and responsibilities, job performance, the Partnership’s performance generally and among the industry, and such other information as may be requested by the Compensation Committee, including recommendations relating to named executive officer compensation.
• Market data and peer comparisons. The Compensation Committee may utilize market data that describes common executive pay practices and the executive pay practices of industry companies, which may be supplemented with broad-based compensation survey data, survey data from the fertilizer, energy, refining and chemical industries that influence the competitive market for executive talent and/or from companies comparable to the Partnership in terms of size and scale.
• The analysis, judgment and expertise of an independent compensation consultant. The Compensation Committee may engage an independent outside compensation consultant periodically to provide a comprehensive analysis and recommendations regarding named executive officer compensation, although a compensation consultant was not engaged in 2025.
Compensation Risk Assessment
Our Compensation Committee periodically evaluates and considers risks related to our compensation policies and practices and those of CVR Energy as generally applicable to employees, including our named executive officers. Our Compensation Committee believes that neither our policies and practices nor the policies and practices of CVR Energy encourage excessive or unnecessary risk-taking, and are not reasonably likely to have a material adverse effect on us. In reaching this conclusion, our Compensation Committee reviewed and discussed the design features, characteristics, and performance metrics of our compensation programs and approval mechanisms for compensation and believes the following factors, among others, mitigate any potential risks associated with our and CVR Energy’s compensation policies and practices:
• Our compensation policies and practices are centrally designed and administered;
• Our compensation is balanced among (i) fixed components such as salary and benefits, (ii) variable incentives tied to a mix of financial and operational performance, and (iii) variable long-term incentives;
• The Compensation Committee has discretion to adjust performance-based awards when appropriate based on our interests and the interests of our unitholders; and
December 31, 2025 | 85
Table of Contents
• We have a Policy for the Recovery of Erroneously Awarded Compensation providing for the recovery or “clawback” of certain compensation awarded to our executive officers, and certain elements of our compensation programs also contain claw-back provisions.
Compensation Process for 2025
In setting named executive officer compensation for 2025, the Compensation Committee considered the philosophies and objectives described above, utilized its members’ knowledge, experience, and judgment in assessing reasonable compensation and ensuring compensation levels remain competitive in the marketplace, and considered input from management including the Executive Chairman. The Compensation Committee further considered the structure it utilized for 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. Pytosh. 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
2025 Target Compensation Mix. The 2025 target compensation mix established by the Compensation Committee for our CEO, Mr. Pytosh, was predominantly variable or “at risk” at 77%.
(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 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.
Base Salary. Base salaries are set at a level intended to enable CVR Partners to hire and retain executives and to enhance the executive’s motivation in a highly competitive and dynamic environment. Rather than establishing compensation solely on a formula-driven basis, base-salary determinations by our Compensation Committee are made using an approach that considers several important factors including: (i) CVR Partners’ financial and operational performance for the year; (ii) the previous years’ compensation level for each executive; (iii) recommendations of the Executive Chairman based on individual responsibilities and performance, (iv) the directors’ own common sense, knowledge, experience, judgment and views of the
December 31, 2025 | 86
Table of Contents
skills necessary for long-term performance; (v) whether individual base salaries reflect responsibility levels and are reasonable, competitive and fair; and (vi) each named executive officer’s commitment and ability to strategically meet business challenges, achieve financial results, promote legal and ethical compliance, lead their own business or business team for which they are responsible and diligently and effectively respond to immediate needs of the volatile industry and business environment. In February 2025, considering the factors set forth above, the Compensation Committee established 2025 base salary for Mr. Pytosh of $402,502. 1
2024 Annual Performance-Based Bonus Results. In February 2025, the Compensation Committee evaluated the metrics included in 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 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. 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. 2
2025 Annual Performance-Based Bonus. 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. Mr. 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. Mr. 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
Table of Contents
Environmental Health & Safety (“EH&S”) Measures (25%)
Three measures evenly weighted (33-1/3% each): Total Recordable Injury Rate (TRIR), Process Safety Tier I Incident Rate (PSIR), and Environmental Events (EE):
Percentage Change (over the prior year) Bonus Achievement
Increase in TRIR, PSIR or EE
Zero
0% 50% of Target Percentage (Threshold)
Decrease > 0% and < 3% Linear Interpolation between Threshold and Target
Decrease of 3% Target Percentage
Decrease > 3% and < 10% Linear Interpolation between Target and Maximum
Decrease of 10% or more, or if TRIR is maintained at or below 1.0, PSIR at or below 0.2 and EE at or below 20 150% of Target (Maximum)
Financial Measures (75%)
Four measures evenly weighted (25% each):
Reliability Bonus Achievement
Greater than 7.0%
Zero
7.0% 50% of Target Percentage (Threshold)
5.51% to 6.99% Linear Interpolation between Threshold and Target
5.50% Target Percentage
4.0% to 5.49% Linear Interpolation between Target and Maximum
Less than 4.0%
150% of Target (Maximum)
Equipment Utilization Bonus Achievement
Less than 95% Zero
95% 50% of Target Percentage (Threshold)
95.01% to 99.99% Linear Interpolation between Threshold and Target
100% Target Percentage
100.01% to 104.99% Linear Interpolation between Target and Maximum
Greater than 105% 150% of Target (Maximum)
Operating Expense Bonus Achievement
Greater than 105.0% Zero
105% 50% of Target Percentage (Threshold)
100.1% to 104.99% Linear Interpolation between Threshold and Target
100% Target Percentage
95.0% to 99.99% Linear Interpolation between Target and Maximum
Less than 95% 150% of Target (Maximum)
ROCE (Ranking vs. Peer Group) Bonus Achievement
First (highest) 150% of Target (Maximum)
Second 125% of Target Percentage
Third 112.5% of Target Percentage
Fourth Target Percentage (100%)
Fifth 50% of Target Percentage
Sixth Zero
Seventh Zero
December 31, 2025 | 88
Table of Contents
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.; Nutrien Ltd.; The Andersons, Inc.; 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. In setting Mr. Pytosh’s target bonus percentage for 2025, the Compensation Committee considered his bonus target for 2024, the total cash compensation to which Mr. Pytosh may be eligible in 2025, the expected ratio of salary to bonus and the Compensation Committee’s belief that a significant portion of its named executive officers’ compensation should be at risk based on individual and entity performance, and elected to keep his bonus target for 2025 the same as 2024, at 135% of base salary.
2025 Annual Performance-Based Bonus Results
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
Bonus Achievement
EH&S: TRIR Decrease of 67%
0 %
PSIR At or below 0.2
150 %
EE Less than 20 150 %
Overall EH&S 100 %
Financial: Reliability 2.8% 150 %
Equipment Utilization 99% 90 %
Operating Expenses 99% 108 %
ROCE First
150 %
Overall Financial 124 %
As a result, in February 2026, the Compensation Committee approved payout to Mr. 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. 4
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 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 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. Pytosh under the CVR Energy, Inc. 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.
December 31, 2025 | 89
Table of Contents
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.
Perquisites. 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.
Benefits. 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. Mr. 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 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:
• 2025 Compensation Structure. Compensation structure consistent with the compensation structure approved by the Compensation Committee including a mix of base salary, performance-based bonus compensation, and long-term incentives.
• 2025 Base Salaries. Base salaries for Messrs. Lamp, Pytosh (as to 40% of his base salary), and Neumann and Ms. Buhrig, of $1,200,000; $268,335; $567,854; and $686,721, respectively.
• 2024 Performance-Based Bonus Plan Results . The 2024 CVI Plan included target payouts as a percentage of base salary of 150% for Mr. Lamp, 135% for Mr. Pytosh, and 120% for each of Mr. Neumann and Ms. Buhrig. In February 2025, the CVI Compensation Committee approved payouts for Messrs. Lamp, Pytosh, and Neumann and Ms. Buhrig under the 2024 CVI Plan of $1,831,500, $380,200, $746,000, and $902,200, respectively.
• 2025 Performance-Based Bonus Plan Results. The 2025 CVI Plan, including target payouts as a percentage of base salary of 150% for Mr. Lamp, 135% for Mr. Pytosh, 120% for each of Mr. Neumann and Ms. Buhrig, 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; Marathon Petroleum Corp.; Par Pacific Holdings, Inc.; PBF Energy Inc.; and Valero Energy Corp.), as well as the 2025 Fertilizer Peer Group, on a weighted basis. 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
Table of Contents
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 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. 7
Equity Ownership Requirements. 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.
Hedging . We have a policy that prohibits our directors and named executive officers from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of CVR Partners securities by selling securities of CVR Partners “short”, and we recommend all employees follow this practice. We also strongly recommend that directors, named executive officers and employees, as well as persons residing in their households, not trade in exchange-traded or other third-party options, warrants, puts and calls or similar instruments on CVR Partners securities, hold securities of CVR Partners in margin accounts, or conduct “sales against the box” (i.e., selling of borrowed securities without ownership of sufficient shares to cover the sale).
Clawback / Recoupment of Compensation . We have a Policy for the Recovery of Erroneously Awarded Compensation applicable to executive officers that implements the incentive-based compensation recovery or clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the NYSE listing standards, which requires recovery of incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the Partnership is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. Additionally, our 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. Buhrig.
December 31, 2025 | 91
Table of Contents
Compensation Committee Report
The Compensation Committee of our General Partner has reviewed and discussed the CD&A with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this Report.
Compensation Committee
Robert E. Flint (Chair)
Brian A. Goebel
Alexander Nickolatos
February 18, 2026
December 31, 2025 | 92
Table of Contents
Summary Compensation Table
The following table sets forth the compensation for our named executive officers for the years ended December 31, 2025, 2024, and 2023. 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)
Bonus (2)
Stock
Awards (3)
Non-Equity Incentive Plan Compensation (4)
All Other Compensation (5)
Total
David L. Lamp, Executive Chairman 2025 $ 1,200,000 $ — $ 1,678,683 $ 2,034,000 $ 3,689,766 $ 8,602,449
2024 1,100,000 — 1,726,419 1,831,500 27,558 4,685,477
2023 1,100,000 — 1,592,076 1,782,100 26,658 4,500,834
Mark A. Pytosh, President and Chief Executive Officer 2025 $ 670,837 $ — $ 1,294,183 $ 1,171,500 $ 40,173 $ 3,176,693
2024 651,298 — 1,329,884 1,021,800 24,264 3,027,246
2023 629,273 — 1,181,850 865,700 22,122 2,698,945
Dane J. Neumann, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary 2025 $ 567,854 $ 200,000 $ 635,099 $ 787,400 $ 21,540 $ 2,211,893
2024 546,013 — 685,323 746,000 21,240 1,998,576
2023 522,500 150,000 604,967 699,000 20,286 1,996,753
Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary
2025 $ 686,721 $ 200,000 $ 768,451 $ 952,200 $ 22,242 $ 2,629,614
2024 660,309 — 828,678 902,200 21,510 2,412,697
2023 631,875 200,000 731,381 843,800 20,610 2,427,666
(1) Amounts in this column reflect the base salaries of the named executive officers. For Mr. 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. For Mr. 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:
401(k) Plan (a)
Life Insurance (b)
Other (c)
Name
2025 2024 2023 2025 2024 2023 2025 2024 2023
David L. Lamp $ 21,000 $ 20,700 $ 19,800 $ 6,858 $ 6,858 $ 6,858 $ 3,689,766 $ — $ —
Mark A. Pytosh 21,000 20,700 19,800 3,564 3,564 2,322 15,609 — —
Dane J. Neumann 21,000 20,700 19,800 540 540 486 — — —
Melissa M. Buhrig 21,000 20,700 19,800 1,242 810 810 — — —
(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.
(c) Reflects (i) for Mr. 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
Table of Contents
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. Pytosh, are employed by a subsidiary of CVR Energy and dedicated only a portion of their time to our business in 2025, with the remainder dedicated to the business of CVR Energy and its subsidiaries.
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 and Neumann, respectively, and 20% for Ms. Buhrig), and for Mr. Pytosh, the compensation determined by the Compensation Committee.
Name Salary Bonus Stock Awards Non-Equity Incentive Plan
Compensation
All Other Compensation
David L. Lamp $ 120,000 $ — $ 167,868 $ 203,400 $ 185,771
Mark A. Pytosh 402,502 — 793,576 773,800 24,104
Dane J. Neumann 102,214 36,000 114,318 141,732 3,877
Melissa M. Buhrig 137,344 40,000 153,690 190,440 4,448
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 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
Non-Equity Incentive Plan Awards (1)
Estimated Future Payouts under Equity Incentive
Plan Awards (2)
Name Bonus Plan /
Award Type
Grant Date (3)
Threshold (4)
Target Maximum (5)
Number
of Shares of
Stock or Units Grant Date Fair Value
David L. Lamp 2025 CVI Plan 4/29/25 $ 75,006 $ 1,800,000 $ 4,050,000 — —
Incentive Units 12/10/25 — — — 52,972 $ 1,678,683
Mark A. Pytosh 2025 CVI Plan 4/29/25 $ 15,095 $ 362,252 $ 815,068 — —
2025 UAN Plan 4/29/25 22,643 543,378 1,222,600 — —
Incentive Units 12/10/25 — — — 15,797 $ 500,607
Phantom Units 12/10/25 — — — 8,482 793,576
Dane J. Neumann 2025 CVI Plan 4/29/25 $ 28,395 $ 681,425 $ 1,533,206 — —
Incentive Units 12/10/25 — — — 20,041 $ 635,099
Melissa M. Buhrig 2025 CVI Plan 4/29/25 $ 34,339 $ 824,065 $ 1,854,147 — —
Incentive Units 12/10/25 — — — 24,249 $ 768,451
(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 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 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. Mr. 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
Table of Contents
(4) For the 2025 UAN Plan and the 2025 CVI Plan, ‘Threshold’ represents the minimum payout thereunder, assuming the Partnership and CVR Energy, as applicable, have satisfied the Adjusted EBITDA Thresholds and have achieved performance under one of the EH&S measures equal to the prior year performance, resulting in a payout of 50% of the 8.33% measure value, or 4.167% of total target payout. For more information and full description of the 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
In recent years, we have not granted stock options, stock appreciation rights or similar instruments with option-like features to our employees. We therefore (i) do not grant, and have not granted, such instruments in anticipation of the release of material nonpublic information, (ii) we do not time, and have not timed, the release of material nonpublic information based on grant dates of such instruments or for the purpose of affecting the value of executive compensation, and (iii) we do not take, and have not taken, material nonpublic information into account when determining the timing and terms of such instruments. As options, stock appreciation rights or similar instruments with option-like features have not been an element of employee compensation in recent years, we do not have a formal policy with respect to the timing of grants thereof, and we did not grant options, stock appreciation rights or similar instruments with option-like features in 2025.
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.
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. Lamp. 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 was also eligible to annually receive:
• A base salary of $1,200,000;
• 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; and
• 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. Lamp to abide by a perpetual restrictive covenant relating to non-disclosure and non-disparagement, as well as covenants relating to non-solicitation and non-competition that govern during his employment and thereafter for the period severance or supplemental disability payments are paid and, if no severance or supplemental disability payments are paid, for six months following termination of employment. Such 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
Table of Contents
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. Mr. 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. Mr. 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. Mr. 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).
If Mr. 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”); and
• 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
Table of Contents
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.
(c) If Mr. 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
Table of Contents
Outstanding Equity Awards at Fiscal Year End
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. Pytosh for which the Partnership does not share in the expense. All of the outstanding units reflected below are subject to accelerated vesting under certain circumstances as described in more detail in the section titled “Change-in-Control and Termination Payments”.
Equity Awards That Have Not Vested
Name Award Type (2)
Grant Date Number of Shares or
Units Market Value of Shares or Units (3)
David L. Lamp Incentive Units 12/13/23 — (1)
$ —
Incentive Units 12/11/24 — (1)
—
Incentive Units 12/10/25 — (1)
—
Mark A. Pytosh Phantom Units 12/13/23 3,688 446,654
Incentive Units 12/13/23 5,307 142,971
Phantom Units 12/11/24 6,840 782,633
Incentive Units 12/11/24 18,287 465,221
Phantom Units 12/10/25 8,482 869,405
Incentive Units 12/10/25 15,797 401,876
Dane J. Neumann Incentive Units 12/13/23 6,607 (4)
177,993
Incentive Units 12/11/24 22,982 (4)
584,662
Incentive Units 12/10/25 20,041 (4)
509,843
Melissa M. Buhrig Incentive Units 12/13/23 7,988 (4)
215,197
Incentive Units 12/11/24 27,789 (4)
706,952
Incentive Units 12/10/25 24,249 (4)
616,895
(1) Mr. 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 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 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 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.
December 31, 2025 | 98
Table of Contents
Equity Awards Vested During Fiscal Year 2025
This table sets forth information concerning phantom units awarded by us that vested during 2025, as well as incentive unit awards made by CVR Energy that vested during 2025, for which the Partnership shared in the expense. This table also includes incentive unit awards made by CVR Energy to Mr. Pytosh that vested during 2025 and for which the Partnership does not share in the expense. All of the phantom and incentive unit awards that vested during 2025 were settled in cash.
Equity Awards
Name Award Type Number of Shares or Units Acquired on Vesting Value Realized on Vesting
David L. Lamp Incentive Units 13,962 $ 558,201 (1)
Incentive Units 17,388 616,926 (2)
Incentive Units 28,948 983,653 (3)
60,298 $ 2,158,780
Mark A. Pytosh Incentive Units 4,116 $ 164,558 (1)
Phantom Units 2,000 280,300 (4)
Incentive Units 5,307 188,292 (2)
Phantom Units 3,689 418,812 (5)
Incentive Units 9,144 310,713 (3)
Phantom Units 3,421 365,500 (6)
27,677 $ 1,728,175
Dane J. Neumann Incentive Units 5,077 $ 202,978 (1)
Incentive Units 6,607 234,416 (2)
Incentive Units 11,491 390,464 (3)
23,175 $ 827,858
Melissa M. Buhrig Incentive Units 6,084 $ 243,238 (1)
Incentive Units 7,988 283,414 (2)
Incentive Units 13,895 472,152 (3)
27,967 $ 998,804
(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.
(2) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $1.50 in accrued dividends.
(3) The amount reflected includes a per unit value equal to (i) the average closing price of CVR Energy’s common stock in accordance with the award agreement, and (ii) $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) $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
Our General Partner and its affiliates are reimbursed for expenses incurred on our behalf under the Corporate MSA. Refer to Part II, Item 8, Note 13 (“Related Party Transactions”) and Part III, Item 13 of this Report for additional information. These expenses include the costs of employee, officer and director compensation and benefits properly allocable to us, and all other expenses necessary or appropriate to the conduct of our business and allocable to us. These expenses also include costs incurred by CVR Energy or its affiliates in rendering corporate staff and support services to us pursuant to the Corporate MSA, including a pro-rata portion of the compensation of CVR Energy’s executive officers who provide management services to us based on the amount of time such executive officers devote to our business. For the year ended December 31, 2025, the total
December 31, 2025 | 99
Table of Contents
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. Our General Partner may dispute the costs that CVR Energy charges us under the Corporate MSA, but we are not entitled to a refund of any disputed cost unless it is determined not to be a reasonable cost incurred by CVR Energy in connection with services it provided.
Change-in-Control and Termination Payments
Our named executive officers are entitled to severance and other benefits from CVR Energy following the termination of their employment under certain circumstances as follows:
2024 Employment Agreement. 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)
Termination Year Bonus (2)
LTIP Payout (3)
Pro Rata Future
LTIP Payout (4)
Cash Payment (5)
Termination for Cause (6) or resignation without Good Reason (7) and without satisfaction of the Resignation Notice Requirement (8)
ü
Termination for any reason other than for Cause (6) or resignation without Good Reason (7) without satisfaction of the Resignation Notice Requirement (8)
ü ü ü ü ü
(1) Includes base salary earned but unpaid through date of termination or resignation, earned but unpaid Annual Bonus for completed fiscal years, unused accrued paid time off, unreimbursed expenses, accrued and vested rights or benefits under any CVR Energy sponsored employee benefit plans.
(2) A cash payment equal to: (a) for a termination before December 31st, the product of (x) 150% of Mr. Lamp’s Base Salary, multiplied by (y) a fraction, the numerator of which is the number of completed months that Mr. Lamp was employed by CVR Energy for the fiscal year of termination and the denominator of which is 12, or (b) for a termination effective on December 31st, the actual annual bonus that would have otherwise been earned for the year of such termination, as determined by the CVI Compensation Committee.
(3) A cash payment equal to the value of all unvested incentive units underlying each 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 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.
(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 24.
(6) Cause as defined in the 2024 Employment Agreement.
(7) Good Reason as defined in the 2024 Employment Agreement.
(8) Pursuant to the 2024 Employment Agreement, 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 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.
December 31, 2025 | 100
Table of Contents
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. Messrs. 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)
Severance Payments (2)
Vesting Acceleration (3)
Involuntary termination (other than for cause) in connection with a change-in-control (4)
ü ü ü
Resignation for good reason in connection with a change-in-control (4)
ü ü ü
(1) The sum of any base pay earned but unpaid through the date of termination, any unused accrued paid time off in accordance with the applicable paid time off policy, any unreimbursed expenses in accordance with the applicable expense reimbursement policy, and any accrued and vested rights or benefits under any CVR Energy sponsored employee benefits plans.
(2) The sum of (a) 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.
(4) Occurring within the 120 days preceding or the 24 months following a change-in-control (as defined in the CVI Severance Plan).
Payout of these amounts are subject to various conditions including the execution of a release agreement, a perpetual restrictive covenant relating to non-disclosure and non-disparagement and covenants relating to non-solicitation and non-competition for a period of 12 months. 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 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 2024 Employment Agreement, the CVI Severance Plan, award agreements, and other benefits programs following the termination of
December 31, 2025 | 101
Table of Contents
employment of the named executive officers. The actual payments to which a named executive officer would be entitled may only be determined based upon the actual occurrence and circumstances surrounding the termination.
Name and Severance Benefit Death Disability Retirement Termination without Cause Resignation for Good Reason Termination for Cause or Resignation without satisfying Notice Requirement
(1)
(2)
(1)
(2)
(3)
David L. Lamp
Benefits Continuation $ — $ — $ — $ — $ — $ — $ — $ —
Accrued Amounts (4)
2,034,000 2,034,000 2,034,000 2,034,000 2,034,000 2,034,000 2,034,000 2,034,000
Accelerated Vesting - Incentive Units (5)
— — — — — — — —
Cash Severance (6)
5,114,305 5,114,305 5,114,305 5,114,305 5,114,305 5,114,305 5,114,305 —
Total Amount $ 7,148,305 $ 7,148,305 $ 7,148,305 $ 7,148,305 $ 7,148,305 $ 7,148,305 $ 7,148,305 $ 2,034,000
Mark A. Pytosh
Benefits Continuation $ — $ — $ — $ — $ — $ — $ — $ —
Accelerated Vesting - Phantom Units (7)
1,073,788 1,073,788 — 1,073,788 1,887,300 — 1,887,300 —
Accelerated Vesting - Incentive Units (8)
534,996 534,996 — 534,996 1,168,419 — 1,168,419 —
Cash Severance (9)
— — — — 1,583,837 — 1,583,837 —
Total Amount $ 1,608,784 $ 1,608,784 $ — $ 1,608,784 $ 4,639,556 $ — $ 4,639,556 $ —
Dane J. Neumann
Benefits Continuation $ — $ — $ — $ — $ — $ — $ — $ —
Accelerated Vesting - Incentive Units (8)
672,253 672,253 — 672,253 1,472,010 — 1,472,010 —
Cash Severance (9)
— — — — 1,266,254 — 1,266,254 —
Total Amount $ 672,253 $ 672,253 $ — $ 672,253 $ 2,738,264 $ — $ 2,738,264 $ —
Melissa M. Buhrig
Benefits Continuation $ — $ — $ — $ — $ — $ — $ — $ —
Accelerated Vesting - Incentive Units (8)
812,973 812,973 — 812,973 1,780,348 — 1,780,348 —
Cash Severance (9)
— — — — 1,564,054 — 1,564,054 —
Total Amount $ 812,973 $ 812,973 $ — $ 812,973 $ 3,344,402 $ — $ 3,344,402 $ —
(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.
(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
Table of Contents
(7) For Mr. 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, 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, 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.
Pay Ratio
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. Lamp, our Executive Chairman, and Mr. Pytosh, our President and Chief Executive Officer (collectively, “PEOs”), we used the following methodology and made the following material assumptions, adjustments, and estimates:
(1) We determined that, as of December 31, 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. We “annualized” the compensation of our full-time and part-time permanent employees as of December 31, 2025, to adjust for the portion of the year that the employee did not work, if applicable. We did not make any cost-of-living adjustments in identifying the “median employee”.
(3) To identify the annual total compensation of our median employee, we included the elements of such employee’s compensation for 2025 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
(4) To identify the annual total compensation of our PEOs, we used the amounts reported in the “Total” column of our 2025 Summary Compensation Table included in this Item 11, which was calculated in accordance with the same requirements of Item 402(c)(2)(x) of Regulation S-K, as adjusted to reflect the portion of such amount attributable to Mr. Lamp’s and Mr. Pytosh’s service to the Partnership, of ten percent (10%) and sixty percent (60%), respectively, and as further described in the table immediately following our 2025 Summary Compensation Table.
December 31, 2025 | 103
Table of Contents
Based on this methodology, we estimate that the ratio of the annual total compensation of each of our PEOs to the median of the annual total compensation of all employees for 2025 was as follows:
Annual total compensation of Median Employee (1)
$152,740
Annual total compensation of Executive Chairman (2)
$677,039
CEO Pay Ratio (Executive Chairman) 4:1
Annual total compensation of President & CEO (2)
$1,993,983
CEO Pay Ratio (President & CEO) 13:1
(1) Excludes our PEOs.
(2) Adjusted to reflect the portion of such compensation attributable to service to the Partnership.
The totals and pay ratios described above are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.
Compensation of Directors
Directors of our General Partner who are not officers, employees, or directors of CVR Energy or its affiliates (including IEP) receive compensation for their services. This compensation is designed to attract and retain 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. During 2025, non-employee directors received an annual director fee of $35,000. The Audit Committee chair received an additional fee of $15,000 per year, while the other directors serving on the Audit Committee received an additional fee of $7,500 per year. The Compensation Committee and EH&S Committee chairs received an additional fee of $8,000 per year, while the other directors serving on the Compensation Committee and EH&S Committee received an additional fee of $5,000 per year. In addition, during 2024, directors eligible to be reimbursed for out-of-pocket expenses in connection with attending meetings of the Board and its committees and for director-related education expenses up to a maximum amount of $1,500 per year. Each non-employee director was also eligible to receive an additional $1,500 per meeting for all meetings in excess of the following threshold:
Board/Committee Meeting Threshold Per Year
Board 6
Audit Committee 12
Compensation Committee 6
EH&S Committee 6
December 31, 2025 | 104
Table of Contents
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 All Other Compensation (2)
Total Compensation
Jordan Bleznick
33,261 — 35,000 68,261
Donna R. Ecton (3)
45,734 — 35,000 80,734
Brian A. Goebel (4)
10,108 — 10,108
Frank M. Muller, Jr.
46,150 — 35,000 81,150
Alexander Nickolatos (4)
8,845 — 8,845
Peter K. Shea 41,992 — 35,000 76,992
Kevan A. Vick (5)
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) 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.
(4) Appointed to the Board effective October 30, 2025.
(5) Appointed to the Board effective August 1, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The CVR Partners 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:
None — — —
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
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding beneficial ownership of our common units as of February 18, 2026 by:
• our General Partner;
• each of our General Partner’s directors;
• each of our named executive officers;
• each unitholder known by us to beneficially hold five percent or more of our outstanding units; and
• all of our General Partner’s executive officers and directors as a group.
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all common units beneficially owned, subject to community property laws where applicable. The business address for each of our beneficial owners is c/o CVR Partners, LP, 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479.
Common Units
Beneficially Owned
Name of Beneficial Owner Number Percent
Carl C. Icahn (1)
4,164,274 39.4 %
Barclays Plc (2)
621,054 5.8 %
CVR GP, LLC (3)
— — %
Robert E. Flint — — %
Brian A. Goebel
— — %
Alexander Nickolatos — — %
David L. Lamp — — %
Mark A. Pytosh 30,593 *
Kevan Vick
— — %
Melissa M. Buhrig 2,200 *
Dane J. Neumann — — %
All directors and executive officers of our General Partner as a group (8 persons) (4)
32,793 *
* Less than 1%.
(1) Beneficial ownership information is based on: (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. Inc. (“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 (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: 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 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; Mr. 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. Icahn. 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, 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
Table of Contents
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 and (ii) the 2,200 common units owned by Ms. Buhrig.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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
The Partnership, its General Partner and the Partnership subsidiaries are party to, or otherwise subject to certain agreements with CVR Energy and its subsidiaries. We consider those agreements related party transactions. The Partnership is party to the Limited Partnership Agreement, the Corporate Master Service Agreement, and the Omnibus Agreement. Our Coffeyville Facility is party to the Coffeyville Master Service Agreement, the Terminal and Operating Agreement, and the Environmental Agreement. Further, some of these agreements were not the result of arm’s-length negotiations and the terms of these agreements are not necessarily at least as favorable to the parties to these agreements as terms which could have been obtained from unaffiliated third parties. Refer to Part II, Item 8, Note 13 (“Related Party Transactions”) of this Report for additional information related to these agreements. Refer also to Part IV, Item 15 of this Report for the filed agreements.
Conflicts of Interest
Conflicts of interest exist and may arise in the future as a result of the relationships between our General Partner and its affiliates (including IEP and CVR Energy), on the one hand, and us and our public unitholders, on the other hand. Conflicts may arise as a result of (i) the overlap of directors and officers between our General Partner and CVR Energy, which may result in conflicting obligations by these officers and directors, and (ii) duties of our General Partner to act for the benefit of CVR Energy and its stockholders, which may conflict with our interests and the interests of our public unitholders. The directors and officers of our General Partner have fiduciary duties to manage our General Partner in a manner beneficial to its sole member and the sole member’s owner, and the stockholders of CVR Energy, its indirect parent. At the same time, our General Partner has a contractual duty under our partnership agreement to manage us in a manner that is in our best interests.
Whenever a conflict arises between our General Partner, on the one hand, and the GP Sole Member or any other public unitholder, on the other, our General Partner will resolve that conflict. Our partnership agreement contains provisions that replace default fiduciary duties with contractual corporate governance standards as set forth therein.
Related Party Transaction Policy
The Board has adopted a Related Party Transaction Policy, which is designed to monitor and ensure the proper review, approval, ratification, and disclosure of related party transactions involving us. This policy applies to any transaction, arrangement, or relationship (or any series of similar or related transactions, arrangements, or relationships) in which we are a participant, and the amount involved exceeds $120,000, and in which any related party had or will have a direct or indirect material interest. At the discretion of the Board, a proposed related party transaction may generally be reviewed by the Board in its entirety or by a “conflicts committee” meeting the definitional requirements for such a committee under our partnership agreement. After appropriate review, the Board or 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
Table of Contents
Director Independence
The NYSE does not require a listed publicly traded partnership, such as ours, to have a majority of independent directors on the Board of our General Partner. The Board consists of six directors, three of whom the Board has affirmatively determined are independent in accordance with the rules of the NYSE. For a discussion of the independence of the Board, please see Part III, Item 10. Directors, Executive Officers and Corporate Governance.
Item 14. Principal Accounting Fees and Services
Grant Thornton 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.
The charter of the Audit Committee of the Board, which is available on our website at www.CVRPartners.com, requires the Audit Committee to pre-approve all audit services and non-audit services (other than de-minimis non-audit services as defined by the Sarbanes-Oxley Act of 2002) to be provided by our independent registered public accounting firm. The Audit Committee has a pre-approval policy with respect to services that may be performed by the independent auditors. The Audit Committee pre-approved all fees incurred in fiscal year 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 LLP for the fiscal years ended December 31, 2025 and 2024:
Year Ended December 31,
(in thousands) 2025 2024
Audit fees (1)
$ 789 $ 687
Audit-related fees — —
Tax fees — —
All other fees — —
Total $ 789 $ 687
(1) Represents the aggregate fees for professional services rendered for the annual audit of the Partnership’s financial statements, the annual audit of the effectiveness of the Partnership’s internal control over financial reporting, comfort letters, consents, and consultations on financial accounting and reporting standards arising during the course of the audits and reviews. Also includes the review of the consolidated financial statements included in the Partnership’s quarterly reports on Form 10-Q.
December 31, 2025 | 108
Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements - See Part II, Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules - All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “SEC”) are not required under the related instructions or are inapplicable and therefore have been omitted.
(a)(3) Exhibits
INDEX TO EXHIBITS
Exhibit Number Exhibit Description
3.1** 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. 1 effective January 1, 2018) (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed on April 26, 2018).
4.1** Description of Common Units (incorporated by reference to Exhibit 4.1 of the Form 10-K filed on February 20, 2020).
4.2** Specimen certificate for the common units (incorporated by reference to Appendix A to the Prospectus contained within the Form S-1/A filed on March 17, 2011).
4.3** Amended and Restated Registration Rights Agreement, dated as of April 13, 2011, by and between CVR Partners, LP and Coffeyville Resources, LLC (incorporated by reference to Exhibit 10.6 of the Form 8-K/A filed by CVR Energy, Inc. on May 23, 2011 (Commission File No. 001-33492)).
4.4** Indenture, dated as of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on June 23, 2021).
4.5** Form of 6.125% Senior Secured Note due 2028 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on June 23, 2021).
10.1** Environmental Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.7 of the Form 10-Q filed by CVR Energy, Inc. on December 6, 2007 (Commission File No. 001-33492)).
10.1.1** Supplement to Environmental Agreement, dated as of February 15, 2008, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.17.1 of the Form 10-K filed by CVR Energy, Inc. on March 28, 2008 (Commission File No. 001-33492)).
10.1.2** Second Supplement to Environmental Agreement, dated as of July 23, 2008, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed by CVR Energy, Inc. on August 14, 2008 (Commission File No. 001-33492)).
10.2** Amended and Restated Omnibus Agreement, dated as of April 13, 2011, among CVR Energy, Inc., CVR GP, LLC and CVR Partners, LP (incorporated by reference to Exhibit 10.2 of the Form 8-K/A filed by CVR Energy, Inc. on May 23, 2011 (Commission File No. 001-33492)).
10.3** Lease and Operating Agreement, dated as of May 4, 2012, by and between Coffeyville Resources Terminal, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.2 of the Form 10-Q filed on August 2, 2012).
10.4** Master Service Agreement among Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC, dated February 19, 2020 (incorporated by reference to Exhibit 10.13 of the Form 10-K filed on February 20, 2020).
December 31, 2025 | 109
Table of Contents
10.5** Master Service Agreement among CVR Services, LLC and subsidiaries of CVR Energy, dated February 19, 2020 (incorporated by reference to Exhibit 10.14 of the Form 10-K filed on February 20, 2020).
10.5.1** Amendment to Master Service Agreement, dated as of April 12, 2022, among CVR Services, LLC and the Partnership and its subsidiaries (incorporated by reference to Exhibit 10.6 of the Form 10-Q filed on May 3, 2022).
10.6**+ CVR Partners, LP 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).
10.6.4**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.7.5 of the Form 10-K filed on February 23, 2022).
10.7**+ Performance Unit Award Agreement, dated as of November 1, 2017, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.22 to the Partnership’s Form 10-K filed on February 23, 2018 (Commission File No. 001-35120)).
10.8** Form of Indemnification Agreement (incorporated by reference to Exhibit 10.26 of the Form 10-K filed on February 24, 2012).
10.9**+ CVR Energy, Inc. Change in Control and Severance Plan, as amended effective January 1, 2022 (incorporated by reference to Exhibit 10.11.1 of the Form 10-K filed on February 23, 2022).
10.10** Collateral Trust Agreement, dated as of June 10, 2016, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 16, 2016).
10.11** Parity Lien Security Agreement, dated as of June 10, 2016, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on June 16, 2016).
10.12** Intercreditor Agreement, dated as of September 30, 2016, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their affiliates from time to time party thereto, UBS AG, Stamford Branch, as administrative agent and collateral agent for the secured parties, Wilmington Trust, National Association, as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on October 6, 2016).
10.13** On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of July 31, 2020 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on August 4, 2020).
10.13.1** Amendment No. 1 to On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of February 21, 2022 (incorporated by reference to Exhibit 10.17.1 of the Form 10-K filed on February 23, 2022).
10.14**+^ CVR Partners, LP 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.5 of the Form 10-Q filed on May 3, 2022).
10.15**+^ CVR Partners, LP and Subsidiaries 2023 Performance-Based Bonus Plan - FERTILIZER, approved February 17, 2023 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on May 2, 2023).
10.16**+^ CVR Partners, LP and Subsidiaries 2024 Performance-Based Bonus Plan - FERTILIZER, approved February 16, 2024 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on April 30, 2024).
10.17** Collateral Trust Joinder, dated as of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on June 23, 2021).
December 31, 2025 | 110
Table of Contents
10.18** The Joinder Agreement (Other Parity Lien Obligations), dated as of June 23, 2021, among Wilmington Trust, National Association, as an other parity obligations representative, UBS AG, Stamford Branch, as collateral agent under the Existing ABL Facility, Wilmington Trust, National Association, as applicable parity lien representative, Wilmington Trust, National Association, as parity lien collateral trustee and CVR Partners, LP (incorporated by reference to Exhibit 10.4 of the Form 8-K filed on June 23, 2021).
10.19**^ Credit Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on September 30, 2021).
10.19.1**^ Amendment No. 1 to Credit Agreement dated September 26, 2023, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on September 27, 2023).
10.20** Guaranty and Security Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on September 30, 2021).
10.21** Joinder Agreement (Other Parity Lien Obligations), dated as of September 30, 2021, among Wilmington Trust, National Association (“WTNA”), as an other applicable parity obligations representative, UBS AG, Stamford Branch (“UBS”), as collateral agent under the existing ABL Facility, WTNA, as applicable parity lien representative, WTNA, as parity lien collateral trustee, Wells Fargo, as collateral agent under the ABL Credit Facility and CVR Partners (on behalf of itself and its subsidiaries) to that certain intercreditor agreement dated as of September 30, 2016 (as amended, supplemented or otherwise modified to date), among the Credit Parties, certain of their subsidiaries from time to time party thereto, UBS as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on September 30, 2021).
10.22**+ Employment Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 27, 2021).
10.23**+ Amendment to Performance Unit Award Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on December 27, 2021).
10.24**+ Employment Agreement, dated as of December 12, 2024, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 12, 2024).
10.25** Õ ^
Amended and Restated Limited Liability Company Agreement of CVR-CapturePoint LLC (incorporated by reference to Exhibit 10.2 of the Form 10-Q filed on May 2, 2023).
10.26** Õ ^
Transaction Agreement dated January 6, 2023 by and among CVR Partners, LP and certain of its subsidiaries, CVR-CapturePoint Parent LLC, CapturePoint LLC and certain Investors relating to the purchase of membership interests in CVR-CapturePoint LLC (incorporated by reference to Exhibit 10.3 of the Form 10-Q filed on May 2, 2023).
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. and David L. 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. and Mark A. Pytosh (incorporated by reference to Exhibit 10.7 of the Form 10-Q filed on July 31, 2025).
December 31, 2025 | 111
Table of Contents
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 President and Chief Executive Officer.
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 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: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Comprehensive Income (Loss), (4) Consolidated Statement of Partners’ Capital, (5) Consolidated Statements of Cash Flows and (6) the Notes to Consolidated Financial Statements, tagged as blocks of text. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Previously filed.
† Furnished herewith.
+ Denotes management contract or compensatory plan or arrangement.
Õ The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
^ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Partnership agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon request.
PLEASE NOTE : Pursuant to the rules and regulations of the SEC, we may file or incorporate by reference agreements referenced as exhibits to the reports that we file with or furnish to the SEC. The agreements are filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Partnership or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Partnership or its business or operations on the date hereof.
Item 16. Form 10-K Summary
None.
December 31, 2025 | 112
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CVR Partners, LP
By: CVR GP, LLC, its general partner
By: /s/ MARK A. PYTOSH
Mark A. Pytosh
President and Chief Executive Officer
Date: February 18, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report had been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ MARK A. PYTOSH Director, President and Chief Executive Officer
(Principal Executive Officer) February 18, 2026
Mark A. Pytosh
/s/ DANE J. NEUMANN Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
(Principal Financial Officer) February 18, 2026
Dane J. Neumann
/s/ JEFFREY D. CONAWAY Vice President, Chief Accounting Officer and Corporate Controller
(Principal Accounting Officer) February 18, 2026
Jeffrey D. Conaway
/s/ ROBERT E. FLINT Chairman of the Board of Directors February 18, 2026
Robert E. Flint
/s/ BRIAN A. GOEBEL Director February 18, 2026
Brian A. Goebel
/s/ DAVID L. LAMP Director February 18, 2026
David L. Lamp
/s/ ALEXANDER NICKOLATOS Director February 18, 2026
Alexander Nickolatos
/s/ KEVAN VICK Director February 18, 2026
Kevan Vick
December 31, 2025 | 113