Skip to main content

CVR PARTNERS, LP

For the period ended Jun 30, 2025. Filed Jul 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 31, 2025

UAN$112.45+1.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 5. Other Information

During the three months ended June 30, 2025, no director or officer of the general partner 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 GP, LLC (the “General Partner”), the general partner of CVR Partners, LP (the “Partnership”), increased the size of the Board from six members to seven members and appointed Kevan Vick to fill the newly created directorship effective August 1, 2025. In connection with Mr. Vick’s appointment, the Board affirmatively determined that he qualifies as independent under the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange. Neither the Partnership nor the General Partner is aware of any transactions in which Mr. Vick has an interest that would be required to be disclosed under Item 404(a) of Regulation S-K, and no arrangement or understanding exists between Mr. Vick and any other person pursuant to which he was selected as a director. Mr. Vick will be entitled to receive compensation for his service on the Board or its committees (if any) in accordance with the compensation program in place for other non-employee directors, as previously disclosed by the Partnership in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Mr. Vick will enter into the Partnership’s standard form of indemnification agreement pursuant to which the Partnership is required to indemnify Mr. Vick 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 10.26 to the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Executive Management

Introductory Note

The General Partner is indirectly wholly owned by CVR Energy, Inc. (“CVR Energy”). In addition, CVR Energy indirectly owns approximately 37% of the common units representing limited partner interests of the Partnership. David L. Lamp, the Executive Chairman and a member of the Board of Directors (the “UAN Board”) of the General Partner, is employed by an indirect subsidiary of CVR Energy. Mr. Lamp also serves as CVR Energy’s President and Chief Executive Officer and as a member of CVR Energy’s Board of Directors (the “CVI Board”). Mark A. Pytosh is a Director and the President and Chief Executive Officer of the General Partner.

Amendment to Employment Agreement with David L. Lamp

On July 28, 2025, the Compensation Committee (the “Compensation Committee”) of the CVI Board approved, and entered into, an amendment (the “Amendment”) to the employment agreement by and between CVR Energy and Mr. Lamp, 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 CVR Energy 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 10.6 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 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 holds with CVR Energy’s direct and indirect subsidiaries, 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 is expected to remain on the CVI Board and the UAN Board.

Employment Agreement with Mark A. Pytosh

On July 28, 2025, the Compensation Committee also approved, and CVR Energy entered into, an employment agreement (the “Pytosh Employment Agreement”) with Mr. Pytosh, who currently serves as the Executive Vice President – Corporate Services of CVR Energy and has held such positions since January 2018, pursuant to which he is expected to be appointed as President and Chief Executive Officer and a Director of CVR Energy 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 CVR Energy 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 CVR Energy’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 CVR Energy 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 CVR Energy, including, without limitation, the Change in Control and Severance Plan Participation Agreement by and between Mr. Pytosh and CVR Energy. Mr. Pytosh’s biography as detailed in the Partnership’s most recent Annual Report on Form 10-K filed on February 19, 2025, is hereby incorporated by reference. Following his expected appointment, Mr. Pytosh is expected to remain as a Director and President and Chief Executive Officer of the General Partner.

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 10.7 and is incorporated herein in its entirety by reference.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.