cvi-20250422

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

CVR Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

þ No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

To the Stockholders of CVR Energy, Inc.:

On behalf of our Board of Directors and management team, I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of CVR Energy, Inc. on Thursday, June 5, 2025, at 11:30 a.m. (Central Daylight Time). Once again, our Annual Meeting will be held via live webcast, which we believe not only increases efficiency and lowers costs, but also improves our stockholders’ ability to participate.

As a maker of affordable transportation fuels and low-carbon nitrogen fertilizer products, we are proud to make modern life possible through the products we manufacture. In 2024, CVR Energy remained committed to its core Values of Safety, Environment, Integrity, Corporate Citizenship and Continuous Improvement. We were pleased to return cash to shareholders in 2024 and reported full-year net income attributable to CVR Energy stockholders of $7 million and EBITDA of $394 million with cumulative cash dividends attributable to 2024 of $1 per share.

During the year, we achieved crude utilization of 87 percent and commenced startup of the pre-treatment unit at the Wynnewood refinery. We also monetized our 50 percent interest in the Midway Pipeline at a favorable multiple and increased our ability to export products out of the Mid-Continent oil region. Our Nitrogen Fertilizer Segment achieved an ammonia utilization rate of 96 percent for the year and posted margins above mid-cycle ranges with declared cumulative cash distributions of $6.76 per common unit for 2024.

In addition, our 2023 ESG report, which further highlights our environmental, social and governance performance, is now available on our website at www.CVREnergy.com.

I encourage you to review this Proxy Statement, as well as the accompanying 2024 Annual Report, to learn more about CVR and to gain valuable information you may need to make informed decisions about the matters on which you are being asked to vote. Your vote is important and I hope that you exercise your right to vote your shares.

Thank you for your investment in CVR Energy, Inc. and for your continuing support.


						Sincerely,

						CVR Energy, Inc.

									David L. Lamp
									President and Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

When:

Thursday, June 5, 2025, at 11:30 a.m. (Central Daylight Time)

Where:

Virtually via live webcast at www.virtualshareholdermeeting.com/CVI2025

Agenda:

At the Annual Meeting, you will be asked to:

1.Proposal 1: Elect the eight director nominees named in this Proxy Statement, each to serve a one-year term;

2.Proposal 2: Approve, on an advisory basis, our named executive officer compensation;

3.Proposal 3: Approve the Third Amended and Restated CVR Energy, Inc. 2007 Long-Term Incentive Plan;

4.Proposal 4: Ratify the appointment of our independent auditor for the 2025 fiscal year; and

5.Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Who Can Vote:

Stockholders of record as of the close of business on Tuesday, April 8, 2025.

How to Vote:

Your vote is important! Even if you plan to attend the virtual Annual Meeting, it is important you vote as soon as possible using one of the following methods:

Via the Internet:

Follow the instructions in the Notice or proxy card.

Call Toll-Free:

Call the toll-free number on your proxy card.

Mail Signed Proxy Card:

Follow the instructions on your proxy card.

How to Request Materials:

Our proxy materials, including our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), will be available to stockholders free of charge online at www.proxyvote.com beginning on or about April 22, 2025, or by other methods set forth in this Proxy Statement.

By Order of the Board of Directors,

CVR Energy, Inc.

Melissa M. Buhrig

Executive Vice President,
General Counsel and Secretary

Sugar Land, Texas

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

The Proxy Statement and the 2024 Annual Report are available at www.proxyvote.com


CVR ENERGY, INC. 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 (281) 207-3200 www.CVREnergy.com
PROXY STATEMENT
Table of Contents

Proxy Statement Summary			5



Information About the Annual Meeting and Proxy Materials			8
Corporate Governance			13
Director Compensation			19
Proposal 1 - Elect Eight Director Nominees			21
Executive Officers			26
Compensation Discussion and Analysis			28
Compensation Committee Report			37
Compensation of Named Executive Officers			38
Proposal 2 - Approve, on an Advisory Basis, Our Named Executive Officer Compensation			53
Propos al 3 - Approve the Third Amende d and Restated CVR Energy, Inc. 2007 Long-Term Incentive Plan			54
Audit Committee Report			61
Fees Paid to the Independent Registered Public Accounting Firm			62

Proposal 4 - Ratify the Appointment of Our Independent Auditor for 2025			63
Equity Compensation Plans			64
Securities Ownership of Certain Beneficial Owners and Officers and Directors			65

Certain Relationships and Related Party Transactions			66
2026 Stockholder Proposals and Director Nominations			69
Appendix A - Third Amended and Restated CVR Energy, Inc. 2007 Long-Term Incentive Plan			A-1
Proxy Card

PROXY STATEMENT FOR CVR ENERGY, INC.

2025 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This is only a summary and may not contain all of the information that is important to you or that you should consider before voting. Please review this Proxy Statement in full, as well as our 2024 Annual Report.

2025 Meeting Information

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of CVR Energy, Inc. (“CVR Energy” or the “Company”) of proxies to be voted at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournments or postponements thereof. This Proxy Statement and the enclosed proxy card are being first made available to stockholders of record on or about April 22, 2025.


Date:						June 5, 2025
Time:						11:30 a.m. (Central Daylight Time)
Location:						Virtually via live webcast at www.virtualshareholdermeeting.com/CVI2025
Record Date:						April 8, 2025
Voting:						Only holders of record of CVR Energy, Inc.’s common stock as of the Record Date (April 8, 2025) will be entitled to notice and to vote.
How to Attend:						By entering, at the website above, the control number, which may be found on the Notice of Internet Availability of Proxy Materials sent to you.

Matters to be Voted Upon

In addition to the proposals listed below, stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Each proxy will be voted as specified by the stockholder. Any duly executed proxy not specifying to the contrary will be voted in accordance with the Board’s recommendations, listed below.

Proposals

Board Recommendation

Page Reference

Proposal 1.

Elect Eight Director Nominees

FOR ALL nominees

Proposal 2.

Approve, on an advisory basis, our Named Executive Officer Compensation

FOR

Proposal 3.

Approve the Third Amended and Restated CVR Energy, Inc. 2007 Long-Term Incentive Plan

FOR

Proposal 4.

Ratify the Appointment of our Independent Auditor for 2025

FOR

About CVR Energy, Inc.

Headquartered in Sugar Land, Texas, CVR Energy, Inc. (herein, “CVR Energy”, the “Company”, “us”, “we” and “our” as the context may require) is a diversified holding company primarily engaged in the renewable fuels and petroleum refining and marketing businesses, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners, LP (“CVR Partners”), a publicly traded limited partnership. As of April 18, 2025, subsidiaries of CVR Energy serve as the general partner of and own approximately 37 percent of the common units of CVR Partners. Icahn Enterprises L.P. and its affiliates (“IEP”) own approximately 70 percent of CVR Energy’s outstanding common stock.

Mission and Core Values

During 2024, we continued our Mission of being a top-tier North American renewable fuels, petroleum refining, and nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance, and profitable growth, as well as our focus on renewables initiatives.

Our core Values are driven by our people, inform the way we do business each and every day, and enhance our ability to accomplish our mission and related strategic objectives.


			Safety We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it.

			Environment We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.

			Integrity We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.

			Corporate Citizenship We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge, and talent of our employees to the places where we live and work.

			Continuous Improvement We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork, diversity, and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency, and to create value across the organization.

CVR Energy Highlights

Governance

PAll directors elected annually

PRisk oversight by full Board & its committees

PBoard oversight of cybersecurity matters

PAnnual Board and committee self-evaluations

PSeparate Chairperson and CEO roles

PIndependent directors meet periodically in executive session

Environmental, Health & Safety

PSafety is Core Value

PRenewable diesel unit currently configured to produce 80 million gallons of renewable diesel per year

PRenewable feedstock pretreater capabilities

PTwo voluntary nitrous oxide abatement projects registered with the Climate Action Reserve

PCarbon oxide capture activities

PPublished 2023 Environmental, Social & Governance (“ESG”) Report (available at www.CVREnergy.com)1

Executive Compensation

PAlignment of executive compensation with Company performance

PExecutive compensation tied to financial and non-financial performance including environmental, health & safety performance

PMajority of executive compensation is at-risk

PClawback Policy, as well as clawback provisions in our long-term incentive awards and performance-based bonus plans

PDouble trigger vesting of awards upon a change in control

PLimited perquisites and personal benefits

PNo guaranteed minimum bonus or long-term incentive awards

PPolicy prohibiting executives from hedging or pledging our securities

1 Our 2023 ESG Report does not constitute a part of, and is not incorporated by reference into, this Proxy Statement or any other report we file with (or furnish to) the U.S. Securities and Exchange Commission (“SEC”) whether made before or after the date of this Proxy Statement.

INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS

We are providing this Proxy Statement and related materials because our Board is soliciting your proxy to vote your shares at the 2025 Annual Meeting of Stockholders to be held on Thursday, June 5, 2025, beginning at 11:30 a.m. (Central Daylight Time) virtually at www.virtualshareholdermeeting.com/CVI2025 and at any adjournments or postponements thereof. This Proxy Statement and the enclosed proxy card are being first made available to stockholders of record on or about April 22, 2025. All stockholders are invited to attend the online virtual Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on June 5, 2025:

This Proxy Statement and our 2024 Annual Report are available online at www.proxyvote.com.

What matters will be voted on, how does the Board recommend I vote, and what is required to approve each matter?

The four matters scheduled to be voted on at the Annual Meeting, the recommendations of the Board, and the approval required for each matter are listed below:

Proposals

Board Recommendation

Page Reference

Requirement to Approve

Proposal 1:

Elect Eight Director Nominees

FOR ALL nominees

Affirmative vote of the holders of a plurality of the stock having the voting power present in person (virtually) or represented by proxy (in other words, the eight nominees who receive the most votes “FOR” their election will be elected).

Proposal 2:

Approve, on an advisory basis, our Named Executive Officer Compensation

FOR

Affirmative vote of the holders of a majority of the stock having the voting power present in person (virtually) or represented by proxy. However, the vote is non-binding, and CVR Energy will not be required to take any action as a result of the outcome of the vote.

Proposal 3:

Approve the Third Amended and Restated CVR Energy, Inc. 2007 Long-Term Incentive Plan

FOR

Affirmative vote of the holders of a majority of the stock having the voting power present in person (virtually) or represented by proxy.

Proposal 4:

Ratify the Appointment of our Independent Auditor for 2025

FOR

Affirmative vote of the holders of a majority of the stock having the voting power present in person (virtually) or represented by proxy.

In addition to these matters, stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

How do I vote?

If you were a stockholder of record at the close of business on the Record Date, April 8, 2025 (the “Record Date”), you can vote your shares by any one of the following methods:

•Before the Annual Meeting:

◦Via the internet, by visiting www.proxyvote.com and entering your control number;

◦By telephone at 1-800-690-6903 and providing your control number; or

◦By signing and returning your proxy card by mail, if you received a paper copy of the proxy materials.

•During the Annual Meeting:

◦By participating in the Annual Meeting and voting online during the Annual Meeting at www.virtualshareholdermeeting.com/CVI2025.

If you were a beneficial owner at the close of business on the Record Date, you will be sent separate voting instructions from your broker, bank, or other nominee explaining how to vote your shares. Beneficial owners who wish to vote during our online Annual Meeting must ask the broker, bank, or other nominee that holds their shares to provide them with a legal proxy to vote such shares.

Whether or not you plan to attend the Annual Meeting, we urge you to vote. Returning the proxy card or voting by telephone or via the internet will not affect your right to attend the Annual Meeting and vote online during the Annual Meeting.

Why did I receive the Notice? How do I request a paper copy of the proxy materials and 2024 Annual Report?

Pursuant to rules adopted by the SEC, the Company has elected to provide its proxy materials over the internet. Accordingly, we have sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date, April 8, 2025. All stockholders may access the proxy materials on the website referred to in the Notice: www.proxyvote.com. Our 2024 Annual Report and other periodic filings with the SEC are also available at the SEC’s website at www.SEC.gov or at www.CVREnergy.com under the heading “Investor Relations” and the subheading “SEC Filings.” Unless specifically stated herein, documents and information on our website are not incorporated by reference in this Proxy Statement.

Stockholders may request a paper copy of our proxy materials and 2024 Annual Report free of charge by:

•Requesting online at www.proxyvote.com;

•Calling 1-800-579-1639;

•Sending an email to sendmaterial@proxyvote.com including your control number; or

•Writing to Melissa M. Buhrig, Secretary, at the Company’s corporate headquarters located at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479.

Please make the request as instructed above on or before May 22, 2025, to facilitate timely delivery. While stockholders may request to receive paper copies of proxy materials on an ongoing basis, the Company encourages stockholders to access the proxy materials online to help reduce the costs the Company incurs in printing and mailing paper copies of the proxy materials and 2024 Annual Report.

SEC Form DEF 14A filed by CVR Energy Inc.