CVR ENERGY INC

During the three months ended June 30, 2025, no director or officer of the Company adopted orterminated 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.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

On July 28, 2025, the Board of Directors (the “Board”) of CVR Energy, Inc. (the “Company”) increased the size of the Board from eight members to nine members and appointed Brett Icahn to fill the newly created directorship effective on August 1, 2025. Mr. Icahn is employed by Icahn Enterprises L.P. or its affiliates (“IEP”) and was selected as a director of the Company as a result of his role with IEP. The Company and IEP are each indirectly controlled by Carl C. Icahn, Mr. Icahn’s father. IEP indirectly owns approximately 70% of the outstanding shares of common stock of the Company. The Company is not aware of any other transactions in which Mr. Icahn has an interest that would be required to be disclosed under Item 404(a) of Regulation S-K, and there are no other arrangements or understandings between him and any other persons pursuant to which he was selected as a director. Mr. Icahn will not receive compensation for his service on the Board or its committees as long as he is employed by IEP.

Mr. Icahn will enter into the Company’s standard form of indemnification agreement pursuant to which the Company is required to indemnify Mr. Icahn against certain liabilities that may arise by reason of his service as a director and to advance certain expenses to him. The form of the indemnification agreement has been filed as Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Executive Management

Amendment to Employment Agreement with David L. Lamp

On July 28, 2025, the Compensation Committee (the “Compensation Committee”) of the Board approved, and entered into, an amendment (the “Amendment”) to the employment agreement by and between the Company and David L. Lamp, the Company’s President and Chief Executive Officer, dated December 12, 2024 (the “Lamp Employment Agreement”). The Amendment provides that Mr. Lamp may voluntarily resign his employment for any reason during the term upon not less than five (5) months’ notice and that the Resignation Notice Requirement (as defined in the Lamp Employment Agreement) will be satisfied upon five (5) months’ notice of Mr. Lamp’s intent to resign from the Company without Good Reason (as defined in the Lamp Employment Agreement).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed with this Report as Exhibit 10.11 and is incorporated herein in its entirety by reference.

Resignation of David L. Lamp

On July 28, 2025, in accordance with the Lamp Employment Agreement, as amended by the Amendment, Mr. Lamp notified the Company of his intention to resign without Good Reason from his position as President and Chief Executive Officer of the Company, as well as from all other officer and director positions he holds with the Company’s direct and indirect subsidiaries, other than as a director of the Board and of the general partner of CVR Partners, LP (“CVR Partners”), in each case effective December 31, 2025. Mr. Lamp’s decision to resign from his positions with the Company was not the result of any disagreement with the Company or any matter relating to the operations, policies or practices of the Company. Mr. Lamp is expected to remain on the Board and also on the board of directors of the general partner of CVR Partners.

Employment Agreement with Mark A. Pytosh

On July 28, 2025, the Compensation Committee also approved, and the Company entered into, an employment agreement (the “Pytosh Employment Agreement”) with Mark A. Pytosh, who currently serves as the Executive Vice President – Corporate Services of the Company and has held such position since January 2018, pursuant to which he is expected to be appointed as President and Chief Executive Officer and Director of the Company and which, subject to the satisfaction of the conditions set forth therein, will commence on January 1, 2026. The Pytosh Employment Agreement provides for an initial three (3)-year term which extends automatically for successive one-year renewal terms, unless either the Company or Mr. Pytosh provides six (6) 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 Compensation Committee (the “Annual Bonus”). Mr. Pytosh is also entitled to receive an annual award (“LTIP Award”) equal to 150% of his base salary under or in connection with the Company’s Third Amended and Restated 2007 Long Term Incentive Plan, or its successor (the “Plan”), which LTIP Awards 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 Plan.

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 sixty (60) days following a Qualifying Termination (as defined below).

The Pytosh Employment Agreement also entitles Mr. Pytosh to certain severance payments in the event his employment is terminated (a) by the Company without Cause (as defined in the Pytosh Employment Agreement) or (b) by Mr. Pytosh for Good Reason (as defined in the Employment Agreement) (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) twelve months of the base salary plus (B) the average of the annual bonuses actually paid to Mr. Pytosh during the three (3) calendar years immediately preceding the date of termination, payable in substantially equal installments over the eighteen (18)-month period following the date of termination (the “Severance Payment”);

•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 “Pro-Rata Bonus”); and

•Accelerated vesting as to 100% of the unvested portion of any then-outstanding Incentive / Phantom Unit Awards (as defined in the Pytosh Employment Agreement) (“Accelerated LTIP Vesting”).

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 a cash lump, 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 (as defined in the Pytosh Employment Agreement).

If Mr. Pytosh resigns without Good Reason, but provides at least six (6) 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 (as defined in the Pytosh Employment Agreement), Mr. Pytosh will receive a Target Pro-Rata Bonus and 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 the Company, including, without limitation, the Change in Control and Severance Plan Participation Agreement by and between Mr. Pytosh and the Company. Mr. Pytosh’s biography as detailed in the Company’s most recent Schedule 14A filed on April 22, 2025, is hereby incorporated by reference. Following his expected appointment to the Board, Mr. Pytosh is expected to remain as a Director and President and Chief Executive Officer of the general partner of CVR Partners.

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 with this Report as Exhibit 10.12 and is incorporated herein in its entirety by reference.

Entry into a Material Definitive Agreement

On July 29, 2025, CVR Supply & Trading, LLC, a subsidiary of the Company (“CVR S&T”), and Gunvor USA LLC, a subsidiary of Gunvor Group Ltd (“Gunvor”), entered into Amendment No. 1 to the Amended and Restated Crude Oil Supply Agreement (the “Gunvor Amendment”), which, among other things, (i) extended the initial term of the Amended and Restated Crude Oil Supply Agreement, dated December 21, 2023, by and between CVR S&T and Gunvor (as amended, the “Gunvor Crude Oil Supply Agreement”) from January 31, 2026 to January 31, 2029, subject to two successive automatic one-year renewal terms in the absence of 180 days’ notice of termination prior to the expiration of the initial term or the then-current renewal term, as the case may be, and (ii) adjusted the origination fee payable by CVR S&T for each barrel of crude oil purchased by Gunvor for supply to CVR S&T under the Gunvor Crude Oil Supply Agreement. The Gunvor Amendment is effective as of February 1, 2026. The foregoing description of the Gunvor Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Gunvor Amendment, which will be filed with the Company’s quarterly report on Form 10-Q for the quarter ending September 30, 2025.