cvi-20260421

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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of CVR Energy, Inc. on Thursday, June 4, 2026, at 10:00 a.m. (Central Daylight Time).

As the first Annual Meeting since I assumed the role of President and Chief Executive Officer of CVR Energy on January 1, I look forward to discussing with you our governance and compensation processes during the Annual Meeting, as well as our focus for 2026 and beyond. We are proud to help deliver to our customers and communities affordable, abundant and secure energy and food, and will continue our steadfast focus on safe, reliable execution in all aspects of our businesses.

I encourage you to review this Proxy Statement, as well as the accompanying 2025 Annual Report, to learn more about the Company and to gain valuable information you may need in order 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.

									Mark A. Pytosh
									President and Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

When:

Thursday, June 4, 2026, at 10:00 a.m. (Central Daylight Time)

Where:

Virtually via live webcast at www.virtualshareholdermeeting.com/CVI2026

Agenda:

At the Annual Meeting, you will be asked to:

1.Proposal 1: Elect the ten 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: Ratify the appointment of our independent auditor for the 2026 fiscal year; and

4.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 Monday, April 6, 2026.

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, 2025 (the “2025 Annual Report”), will be available to stockholders free of charge online at www.proxyvote.com beginning on or about April 21, 2026, 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 2025 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			12
Director Compensation			18
Proposal 1 - Elect Ten D irector Nominees			19
Executive Officers			25
Compensation Discussion and Analysis			27
Compensation Committee Report			36
Compensation of Named Executive Officers			37
Proposal 2 - Approve, on an Advisory Basis, Our Named Executive Officer Compensation			52

Audit Committee Report			53
Fees Paid to the Independent Registered Public Accounting Firm			54

Proposal 3 - Ratify the Appointment of Our Independent Auditor for 2026			55
Equity Compensation Plans			56
Securities Ownership of Certain Beneficial Owners and Officers and Directors			57

Certain Relationships and Related Party Transactions			58
2027 Stockholder Proposals and Director Nominations			61

Proxy Card

PROXY STATEMENT FOR CVR ENERGY, INC.

2026 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 2025 Annual Report.

2026 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 2026 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 21, 2026.


Date:						June 4, 2026
Time:						10:00 a.m. (Central Daylight Time)
Virtual Location:						Via live webcast at: www.virtualshareholdermeeting.com/CVI2026
Record Date:						April 6, 2026
Voting:						Only holders of record of CVR Energy, Inc.’s common stock as of the Record Date (April 6, 2026) 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 Ten Director Nominees

FOR ALL nominees

Proposal 2.

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

FOR

Proposal 3.

Ratify the Appointment of our Independent Auditor for 2026

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 petroleum refining and marketing industry, as well as in the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP (“CVR Partners”), a publicly traded limited partnership. As of April 17, 2026, 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 71 percent of CVR Energy’s outstanding common stock.

Mission and Core Values

During 2025, we continued our Mission of being a top-tier North American petroleum refining, and nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance, and profitable growth.

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 and Environment are Core Values

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

PCarbon oxide capture activities

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

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 2026 Annual Meeting of Stockholders to be held on Thursday, June 4, 2026, beginning at 10:00 a.m. (Central Daylight Time) virtually at www.virtualshareholdermeeting.com/CVI2026 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 21, 2026. All stockholders are invited to attend the online virtual Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on June 4, 2026:

This Proxy Statement and our 2025 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 three 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 Ten 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 ten 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:

Ratify the Appointment of our Independent Auditor for 2026

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 6, 2026 (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/CVI2026.

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 2025 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 6, 2026. All stockholders may access the proxy materials on the website referred to in the Notice: www.proxyvote.com. Our 2025 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 2025 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 21, 2026, 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 2025 Annual Report.

What is a Proxy Statement?

A Proxy Statement is a document that the SEC requires us to give you when we solicit your proxy to vote your shares on your behalf. A proxy is your legal designation of another person to vote the stock you own. When you vote online, by telephone or by signing, dating and returning your proxy card, you designate two of our officers as your proxies at the Annual Meeting. These two officers are Dane J. Neumann, our Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary, and Melissa M. Buhrig, our Executive Vice President, General Counsel and Secretary, each with full power to act without the other and with full power of substitution.

Who is entitled to vote?

Holders of CVR Energy common stock at the close of business on the Record Date, April 6, 2026, are entitled to receive the Notice and to vote their shares at the Annual Meeting and any adjournments or postponements thereof. Each share of CVR Energy common stock is entitled to one vote. A list of stockholders of record will be available for inspection during normal business hours for ten days preceding the Annual Meeting at our corporate headquarters located at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479 and electronically during the Annual Meeting at www.proxyvote.com when you enter your control number. On the Record Date, there were 100,530,599 shares of CVR Energy common stock outstanding. CVR Energy common stock is our only class of voting stock issued and outstanding.

What is the difference between a stockholder of record and a beneficial owner?

If your shares are registered directly in your name with CVR Energy’s transfer agent, Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company), you are considered a “stockholder of record” with respect to those shares. If your shares are held in a stock brokerage account, by a bank, or other nominee, you are considered a “beneficial owner” with respect to those shares, which shares are sometimes referred to as being held “in street name,” and access to our proxy materials is being provided to you by your broker, bank, or other nominee who is considered the stockholder of record with respect to those shares.

Can I revoke or change my vote?

You can change or revoke your proxy before it is voted at the Annual Meeting in one of the following ways:

•Timely delivering a valid, later-dated proxy or a later-dated vote by telephone;

•Timely delivering written notice of revocation to the Company’s Secretary at the address above; or

•Attending the Annual Meeting online and voting online during the Annual Meeting.

If you are a beneficial owner of shares but not the stockholder of record, you may submit new voting instructions by contacting your broker, bank, or other nominee. You may also vote at the Annual Meeting if you obtain a legal proxy as described in the answer to the question “How do I vote?” above. All shares that have been properly voted and not revoked will be voted at the Annual Meeting.

How do I attend the virtual Annual Meeting?

The Annual Meeting will be held entirely online, as permitted by Delaware law and our By-Laws. There will be no physical location at which stockholders may attend the Annual Meeting. Stockholders who wish to attend the Annual Meeting should go to www.virtualshareholdermeeting.com/CVI2026 at least ten minutes before the beginning of the Annual Meeting to register their participation and complete the verification procedures to confirm that they were stockholders of record (or a duly authorized proxy holder of a stockholders of record) as of the Record Date, April 6, 2026. Stockholders who participate in the virtual Annual Meeting will be deemed to be present in person and will be able to vote during the Annual Meeting at the time the polls are open. Stockholders of record (or a duly authorized proxy holder of a stockholder of record) will need to provide their control number to verify their identity and gain access to the Annual Meeting.

How do I submit a question at the Annual Meeting?

Stockholders who are admitted to the Annual Meeting at www.virtualshareholdermeeting.com/CVI2026 after providing their control number are permitted to submit questions electronically by following the instructions on the virtual meeting platform. Stockholders may raise any questions not answered during the Annual Meeting (such as questions raising matters of individual concern and not of general concern to all stockholders) after the Annual Meeting by contacting Investor Relations by phone at (281) 207-3205 or email at investorrelations@cvrenergy.com.

What if during the check-in time or during the Annual Meeting, I have technical difficulties or trouble accessing the live webcast?

If you encounter any difficulties accessing the live webcast during the check-in or meeting, please call the technical support number that will be posted on the Annual Meeting log-in page at www.virtualshareholdermeeting.com/CVI2026.

What quorum is required to hold the Annual Meeting?

Under our By-Laws, the presence, in person (virtually) or by proxy, of the stockholders holding a majority of the shares of the Company entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions, withheld votes and “broker non-votes” are counted for purposes of determining whether a quorum exists. Although not expected, if a quorum is not present or represented, a majority in interest of stockholders entitled to vote at the Annual Meeting, present in person (virtually) or represented by proxy, shall have the power to adjourn the Annual Meeting from time to time, without notice other than announcement at the Annual Meeting, until a quorum is present or represented by proxy.

How are votes counted?

For Proposal 1 (Elect Ten Director Nominees), your vote may be cast “FOR ALL” of the nominees, “WITHHOLD ALL” of the nominees, or your vote may be “FOR ALL EXCEPT” with respect to one or more of the nominees. If you withhold your vote with respect to any nominee, your vote will have no effect on the election of such nominee.

For all other proposals, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN” from voting with respect to Proposals 2 and 3, it has the same effect as a vote “AGAINST” the proposal. If you sign your voting instruction form with no further instructions and you are a stockholder of record as of the Record Date, then your shares will be voted in accordance with the recommendations of our Board. If you sign your proxy card with no further instructions and you are a beneficial owner, then please see the response to the question immediately below for a description of how your shares will be voted.

What is the effect of broker non-votes?

Brokers, banks or other nominees holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If they do not receive specific instructions from the beneficial owner, the New York Stock Exchange (“NYSE”) rules govern whether or not the broker, bank or other nominee is permitted to vote on the beneficial owner’s behalf. The NYSE has designated certain categories of proposals as “routine,” and, in the absence of specific instructions from the beneficial owner, brokers, banks and other nominees are permitted to vote on routine matters at their discretion. In contrast, in the absence of specific instructions from the beneficial owner,

brokers, banks and other nominees are prohibited from voting on any matter deemed “non-routine,” which results in a “broker non-vote” for such proposal. Proposal 3 (Ratify the Appointment of Our Independent Auditor for 2026) is considered routine and, therefore, no broker non-votes are expected for this proposal. Your broker, bank, or other nominee will not be permitted to exercise discretion to vote your shares for Proposal 1 (Elect Ten Director Nominees) or Proposal 2 (Advisory Approval of Named Executive Officer Compensation), all of which are considered non-routine. Directors are elected by a plurality vote and, therefore, shares subject to a broker non-vote with respect to the election of directors will have no effect on the election of nominees. Shares subject to a broker non-vote with respect to Proposal 2 (Advisory Approval of Named Executive Officer Compensation) will have no effect on the approval of such proposal.

How are proxies solicited and who pays the cost of solicitation?

Proxies may be solicited by or on behalf of the Company by our directors, officers, employees or other agents by telephone, by fax, by other electronic means of communication (through electronic mail and the Company’s webpage), or in person. We will bear all costs of solicitation. Upon request, we will reimburse brokers, banks, and other nominees for the expenses they incur in forwarding the proxy materials to you. We have not engaged an outside solicitation firm in connection with the solicitation of proxies at this year’s Annual Meeting.

Where can I find the voting results?

We will publish voting results in a Current Report on Form 8-K (“Form 8-K”) that we will file with the SEC within four business days following the Annual Meeting. If on the date of this filing the inspector of election for the Annual Meeting has not certified the voting results as final, we will note in the filing that the results are preliminary and publish the final results in a subsequent amended Form 8-K filing within four business days after the final voting results are known.

Why did I receive only one Notice when there are several stockholders of record at my address?

If you and other residents at your mailing address own shares in street name, your broker, bank, or other nominee may have sent you a notice that your household will receive only one annual report and proxy statement for each company in which you hold shares through that broker, bank, or other nominee. This practice is called “householding.” If you did not respond that you did not want to participate in householding, you are deemed to have consented to that process. If these procedures apply to you, your broker, bank, or other nominee will have sent one copy of the Notice and, if applicable, our 2025 Annual Report and Proxy Statement to your address. You may revoke your consent to householding at any time by contacting your broker, bank, or other nominee.

If you did not receive an individual copy of the Notice, our 2025 Annual Report, or Proxy Statement, we will send copies to you if you contact us at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479, (281) 207-3200, Attention: General Counsel & Secretary or use one of the other methods described in this Proxy Statement. If you and other residents at your address have been receiving multiple copies of the Notice or, if applicable, our 2025 Annual Report or Proxy Statement, and desire to receive only a single copy of these materials, you may contact your broker, bank, or other nominee or contact us at the above address or telephone number.

Whom should I contact if I have any questions about my common stock ownership?

If you are a stockholder of record and have any questions about your ownership of CVR Energy common stock, please contact our transfer agent at: Equiniti Trust Company, LLC or EQ (formerly American Stock Transfer & Trust Company, LLC), 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120, Telephone: (800) 401-1957 (U.S. residents) or (800) 468-9716 (non-U.S. residents), or Website Address: www.equiniti.com. If you are a beneficial owner, holding your shares “in street name,” please contact your broker, bank, or other nominee with questions about your ownership of CVR Energy common stock.

CORPORATE GOVERNANCE

Corporate Governance Framework

Our Corporate Governance Guidelines, Second Amended and Restated By-Laws, and the charters of our Board committees guide our actions and define the primary roles, responsibilities and oversight functions of the Board and its committees. We regularly review and consider, and may make changes to these governance documents in light of the rules, regulations, and standards of the SEC and NYSE, industry best practices, and input from our Board, its committees, and our stockholders.

We have adopted a Code of Ethics and Business Conduct (the “Code”) that applies to all of our directors, officers, and employees, and also includes portions that specifically apply to our Chief Executive Officer, and all finance associates, including the Chief Financial Officer, Principal Accounting Officer, and others performing similar functions. The Code also applies to contractors, suppliers, vendors, consultants, and others who do business on our behalf, to the extent required in their agreements with us and as otherwise permitted by law. The Code strictly prohibits conflicts of interest and any act in support of human rights abuses, including forced labor and human trafficking. Our employees and directors review and acknowledge or receive training on the Code at least annually. We will post on our website or file with the SEC on Form 8-K any amendments to, or waivers from, the Code requiring disclosure under applicable rules within four business days following any such amendment or waiver.

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of the Company’s securities by the Company 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 Company. In addition, in order to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company, it is the Company’s policy not to engage in transactions in the securities of the Company, CVR Partners or IEP in violation of such laws, rules and regulations. The Company’s Insider Trading Policy was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

FIND MORE AT WWW.CVRENERGY.COM

The following governance documents are available under the “Investor Relations” heading of our website, by selecting “Corporate Governance.”


◦Code of Ethics and Business Conduct			◦Corporate Governance Guidelines
◦Audit Committee Charter			◦Compensation Committee Charter
◦Nominating and Corporate Governance Committee Charter			◦Environmental, Health & Safety Committee Charter

Printed copies of these documents are also available free of charge upon request to our Secretary via the contact methods indicated earlier in this Proxy Statement.

Board Composition

Our Board is currently comprised of four directors affirmatively determined by the Board to be independent directors under the rules and regulations of the NYSE and the SEC (Jaffrey A. Firestone, Stephen Mongillo, Mark J. Smith, and Julia Heidenreich Voliva), one employee director (Mark A. Pytosh, our President and Chief Executive Officer (“CEO”) who joined the Board effective January 1, 2026), one former employee director (David L. Lamp, who served as our President and Chief Executive Officer until his retirement on December 31, 2025), and four non-management directors who are also employees of IEP or its affiliates (Dustin DeMaria, Robert E. Flint, Brett Icahn, and Colin Kwak). During 2025, Ted Papapostolou, who is an employee of IEP, served on the Board until his resignation for personal reasons on March 31, 2025.

None of our director nominees currently have any family relationship with any other director or any executive officer. The table below sets forth the names and ages of each of the nominees for our Board (each of whom is an existing director) and the month and year they first joined our Board.

Name

Age

Position

Joined Board

Robert E. Flint

Director and Chairperson of the Board

March 2025

Dustin DeMaria

Director

March 2024

Jaffrey (Jay) A. Firestone

Director

April 2020

Brett Icahn

Director

August 2025

Colin Kwak

Director

March 2025

David L. Lamp

Director

January 2018

Stephen Mongillo

Director

May 2012

Mark A. Pytosh

Director, President and CEO

January 2026

Mark J. Smith

Director

March 2024

Julia Heidenreich Voliva

Director

May 2024

Detailed descriptions of the backgrounds, experience, and qualifications of our directors can be found in “Proposal 1” (Elect Ten Director Nominees). As required by our Corporate Governance Guidelines, the Board periodically evaluates the composition of the Board, including the skill sets, diversity, leadership qualities, background, and experience of its directors. The Board believes its current structure and composition is best for the Company and its stockholders at this time.

Board Leadership

Our Corporate Governance Guidelines provide the Board with the flexibility to exercise its business judgment to choose the optimal leadership for the Board depending upon the Company’s particular needs and circumstances. The Board is currently led by its Chairperson, Mr. Flint. The Board believes that its leadership structure, which separates the Chairperson and CEO roles, enhances accountability, and is the best structure for the Company at this time. However, the Board recognizes there is no single “right” approach, so the Board maintains the flexibility to make determinations as to the best leadership structure and allocation of responsibilities of the Chairperson and CEO as circumstances warrant. In determining the appropriate leadership structure, the Board considers, among other factors, the current composition and dynamics of the Board and the challenges and opportunities specific to the Company.

Director Qualifications and Nominations

The Board seeks a diverse group of directors who have the experience necessary to create a cohesive and effective Board, including high personal and professional ethics, integrity and values, vision and long-term strategic perspective, experience in similar industries, practical judgment, the ability to devote time to serve on our Board and its committees, and a commitment to representing the long-term interests of all of our stockholders. The Board believes its members should possess a combination of skills, professional experience, and diversity of backgrounds and perspectives necessary to oversee our business.

As a result of IEP’s control of a majority of our outstanding common stock, IEP ultimately controls the election of all of the members of our Board. Consequently, our Board has deemed it appropriate not to maintain a formal policy with respect to the review of potential nominees or to charge the Nominating and Corporate Governance Committee (the “Governance Committee”) with the nomination of directors. However, all of our directors ultimately participate in the review and appointment of nominees to our Board. In 2026, the Board reviewed the qualifications, skills, backgrounds, and experience of our directors and Director Nominees, both individually and in the broader context of the Board’s overall composition and our current and anticipated future needs, as well as the vote of our stockholders from our 2025 Annual Meeting, in which stockholders overwhelmingly voted for each of our 2025 nominees, the majority of whom are nominees for the 2026 Annual Meeting.

The Board may consider candidates recommended by stockholders, as well as candidates recommended by other sources such as other directors or officers, third-party search firms, or other appropriate sources. If a stockholder wishes to recommend a candidate for director for election at the 2027 Annual Meeting of Stockholders, it must follow the procedures described below under “2027 Stockholder Proposals and Director Nominations.”

Director Independence and the “Controlled Company” Exemption

We are a controlled company under the rules of the NYSE and, as a result, we qualify for and rely on exemptions from certain requirements of the NYSE. Under the rules of the NYSE, a listed company is a controlled company when more than 50% of the voting power is held by an individual, a group, or another company. Our Board has determined that we are a controlled company because Carl C. Icahn indirectly controls approximately 70.8% of our outstanding common stock.

Due to our status as a controlled company, we are relying on exemptions from the NYSE rules that require our Board be composed of a majority of independent directors, as defined under the rules of the NYSE. Although not required by the NYSE, the Board does maintain a Compensation Committee and a Governance Committee, which are not (and are not required to be) composed solely of independent directors.

The controlled company exemption does not modify the independence requirements for the Audit Committee. The Sarbanes-Oxley Act of 2002 (as amended, the “Sarbanes-Oxley Act”) and NYSE rules require that our Audit Committee be composed entirely of independent directors. The members of the Audit Committee are Mr. Mongillo, who serves as Chairperson of the committee, Mr. Firestone and Ms. Heidenreich Voliva. All members of the Audit Committee were affirmatively determined by our Board to be “independent” and “financially literate” under the rules and regulations of the NYSE and the SEC applicable to audit committee members under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In addition, Mr. Mongillo was further affirmatively determined to be an “Audit Committee Financial Expert” under the rules and requirements of the NYSE. Although he does not serve on the Audit Committee, Mr. Smith has also been affirmatively determined by our Board to be “independent” under the rules and regulations of the NYSE and the SEC.

Board Oversight and Meetings

The Board oversees the business of the Company, which is conducted by the Company’s officers and employees under the direction of the CEO. The Board performs a number of specific functions either directly or through its committees, including (among others):

•Reviewing, approving, and monitoring financial and business strategies, risks, and major corporate actions;

•Selecting, evaluating, and compensating the CEO and other executive officers of the Company;

•Reviewing the Company’s business results and compliance with its public disclosure obligations; and

•Overseeing the Company’s human capital, environmental and risk management initiatives, including related to cybersecurity risk.

Members of the Board are kept informed about our Company’s business by members of the Company’s management. The full Board is also advised of actions taken by the various committees of our Board at least quarterly. Directors have access to all of our books, records, and reports, and members of management are available at all times to answer their questions. Management also communicates with the various members of our Board on an informal basis, as needed, to effectively oversee the activities of the Company.

Risk Oversight

The Board considers oversight of CVR Energy’s risks and risk management activities to be a responsibility of the entire Board, though the Board also delegates certain risk oversight to certain of its committees which regularly report on such areas of oversight.

Board of Directors

Overall responsibility for oversight of Company risks.

Delegates responsibility for managing certain risks to its committees with regular reporting.

Audit Committee

Risk Oversight Areas

Compensation Committee

Risk Oversight Areas

Governance Committee

Risk Oversight Areas

EH&S Committee

Risk Oversight Areas

Financial exposure, insurance, legal, compliance, financial statements and reporting, and technology and cybersecurity

Compensation and benefits policies and programs, human capital, succession, executive performance, clawback

Corporate governance, Code compliance, Board and committee performance

Environmental, health and safety policies, programs, procedures, regulations, compliance

The Board’s role in risk oversight includes receiving regular reports from management on areas of material risk to the Company or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, cyber, strategic, and reputational risks. The full Board (or the appropriate committee, in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate members of management to enable the Board (or committee) to understand the Company’s risk identification, risk management, and the steps management has taken to monitor and control such exposures, including the periodic review of new and emerging risks. When a report is presented at the committee level, the chairperson of that committee or their designee subsequently reports on the matter to the full Board. This enables the Board and its committees to coordinate the Board’s risk oversight role. The Board also believes that risk management is an integral part of CVR Energy’s annual strategic planning process, which addresses, among other things, long-term risks and opportunities. The Company maintains an Enterprise Risk Committee composed of members of management with responsibility for each risk area of the Company. The Enterprise Risk Committee reports at least quarterly to the Board or its committees, as applicable.

The CEO’s membership on, and collaboration with, the Board allows him to gauge whether management is providing adequate information for the Board to understand the interrelationships of our various businesses and risks. He is available to the Board to address any questions from other directors regarding management’s ability to identify and mitigate risks and weigh them against potential rewards.

Meetings and Attendance

The Board met five times and acted by written consent six times in 2025. Each of the directors who served during 2025 attended at least 75% of the total meetings of the Board and committees on which such director served during their respective tenure. In addition, while we do not have a policy regarding attendance at the annual meeting of stockholders, all director nominees are encouraged to attend the Annual Meeting. In 2025, seven directors attended our virtual annual meeting of stockholders.

To promote open discussion among non-management and independent directors, we schedule regular executive sessions in which our independent directors and non-management directors meet without management participation. While we do not currently have a lead independent director, Mr. Mongillo presides over executive sessions held by our independent and non-management directors. Our independent directors met seven times in executive sessions during 2025.

Committees of the Board

Our Board has five main standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the Environmental, Health & Safety (“EH&S”) Committee, and the Special Committee. Any standing committee with a written charter reviews the adequacy of such charter periodically or annually, as applicable, in addition to evaluating its performance and reporting to the Board on such evaluation. As noted earlier in this Proxy Statement, the charter for each of these committees (except the Special Committee, which does not

have a charter) is posted on our website at www.CVREnergy.com under the heading “Investor Relations” and the subheading “Corporate Governance.” The function of each committee is described in greater detail below.


Audit Committee Met 4 times in 2025 Acted by Written Consent 3 times in 2025 Current Members: Stephen Mongillo, Chairperson (1) Jaffrey A. Firestone (2) Julia Heidenreich Voliva (2)			Primary Responsibilities: •Oversees and reviews with management, the independent auditor, and internal auditor the integrity of the Company’s financial statements, financial reports, and other financial information •Oversees and reviews the integrity and adequacy of the Company’s auditing, accounting and financial reporting processes, and systems of internal controls for financial reporting regarding finance, accounting, reporting, and critical accounting policies and practices •Assists with Board oversight of the Company’s compliance with legal and regulatory requirements, including internal controls designed for that purpose and financial and related risks •Oversees and reviews the independence, qualifications, and performance of the Company’s independent auditor including fees related thereto •Oversees the performance of the Company’s internal audit function, including the budget and staffing thereof •Reviews and discusses with management potential significant risks to the Company and risk mitigation efforts •Reviews the Company’s information technology systems and associated risks and controls relating to business continuity, data privacy and cybersecurity, and contingency planning •Prepares the Audit Committee report that the SEC rules require to be included in the Company’s annual proxy statement
Compensation Committee Met 3 times in 2025 Acted by Written Consent 2 times in 2025 Current Members: (3) Dustin DeMaria, Chairperson Jaffrey A. Firestone (2) Colin Kwak			Primary Responsibilities: •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 Company •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) •Reviews and approves any employment, consulting, change-in-control, severance or termination, or other compensation agreements or arrangements with our executive officers •Reviews and makes recommendations to the Board with respect to the compensation of non-employee directors or any plans or programs relating thereto •Reviews and discusses the Compensation Committee Report and the Compensation Discussion and Analysis and recommends to the Board their inclusion in the Company’s Proxy Statement •Assists the Board in assessing any risks to the Company associated with compensation practices and policies •Oversees and administers the Company’s Policy for the Recovery of Erroneously Awarded Compensation
Governance Committee Met 2 times in 2025 Current Members: (3) Julia Heidenreich Voliva, Chairperson (2) Colin Kwak Stephen Mongillo (1)			Primary Responsibilities: •Reviews the Company’s governance policies including Corporate Governance Guidelines and any requests for waivers thereunder •Oversees the annual self-assessment of the Board and its committees •Assists the Board in oversight of governance and related risks •Reviews and makes recommendations on any stockholder proposals •Leads director orientation and continuing education


EH&S Committee Met 2 times in 2025 Current Members: Mark J. Smith, Chairperson (4) Dustin DeMaria Jaffrey A. Firestone (2)			Primary Responsibilities: •Oversees the establishment, administration and effectiveness of EH&S policies, programs, procedures, and initiatives •Assists the Board in oversight of risks relating to EH&S, including climate-related risks •Evaluates the Company’s contingency planning and emergency response preparedness
Special Committee Acted by Written Consent 10 times in 2025 Current Members: (3) Robert E. Flint Mark A. Pytosh Stephen Mongillo (1)			Primary Responsibilities: •Evaluates and approves matters arising during the intervals between Board meetings •Exercises approval authority delegated by the Board

(1)Independent, Financially Literate and Audit Committee Financial Expert.

(2)Independent and Financially Literate.

(3)During 2025, Mr. Papapostolou served as a member of the Compensation, Governance and Special Committees until his resignation from the Board and its committees on March 31, 2025.

(4)Independent.

From time to time, the Board also convenes and appoints its members to special committees not outlined above to assume specified responsibilities designated by the Board.

Compensation Committee Interlocks and Insider Participation

Our current Compensation Committee members are Messrs. DeMaria, Firestone, and Kwak. The Board has affirmatively determined that Mr. Firestone is independent. Messrs. DeMaria and Kwak are affiliated with IEP. Messrs. DeMaria and Firestone served on the Compensation Committee for all of 2025, while Mr. Kwak was appointed to the Compensation Committee in March 2025. During 2025, one other non-management director affiliated with IEP also served on the Compensation Committee (Mr. Papapostolou until his resignation from the Board and its committees on March 31, 2025). None of these current or former members of the Compensation Committee have, at any time, been an officer or employee of the Company and none have any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. 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 of Directors.

Communications with Directors

Stockholders and other interested parties wishing to communicate with our Board may send a written communication addressed to:

CVR Energy, Inc.

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

Attention: Secretary

Our Secretary will forward all appropriate communications directly to our Board or to any individual director or directors, depending upon the facts and circumstances outlined in the communication. Any stockholder or other 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.

DIRECTOR COMPENSATION

Director Compensation Program

The Board, upon the recommendation of the Compensation Committee, determines the annual retainers and other compensation for our directors who are not officers or employees of CVR Energy or its affiliates (including IEP) (“Non-Employee Directors”).

Annual Compensation

Our Non-Employee Directors received the following compensation for their service on the Board and its standing committees in 2025, which compensation has remained unchanged since 2018:

•An annual cash retainer of $50,000, payable in quarterly installments;

•An annual cash retainer for service as a committee Chairperson or as a committee member, of $5,000 and $1,000, respectively, payable in quarterly installments;

•Reimbursement for out-of-pocket expenses in connection with attending meetings of the Board and its committees; and

•Reimbursement for director-related education expenses up to a maximum amount of $1,500 per year.

2025 Director Compensation Table

The following table sets forth the compensation earned by each Non-Employee Director for the year ended December 31, 2025:


Name	Fees Earned or Paid in Cash (1)		All Other Compensation		Total
Jaffrey (Jay) A. Firestone (2)	$	54,255	$	—	$	54,255
Stephen Mongillo	57,000		—		57,000
Mark J. Smith	55,000		—		55,000

Julia Heidenreich Voliva	56,000		—		56,000

(1)Amounts reflected in this column represent the retainer fees for services as a director, including those associated with committee membership and service in chair positions.

(2)Mr. Firestone’s fees were paid in the Canadian dollar equivalent of $54,255 USD based on the Bank of Canada rate for the day prior to entering each installment transaction in the payment system.

PROPOSAL 1

ELECT TEN DIRECTOR NOMINEES

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE FOR THE FOLLOWING DIRECTOR NOMINEES:

Robert E. Flint

Dustin DeMaria

Jaffrey A. Firestone

Brett Icahn

Colin Kwak

David L. Lamp

Stephen Mongillo

Mark A. Pytosh

Mark J. Smith

Julia Heidenreich Voliva

Our Board oversees the management of our business and has fixed the number of directors on the Board at ten. Directors are elected annually at our Annual Meeting. Our current directors, Messrs. Flint, DeMaria, Firestone, Icahn, Kwak, Lamp, Mongillo, Pytosh, and Smith and Ms. Heidenreich Voliva (collectively, the “Director Nominees” and individually a “Director Nominee”), stand for election at this 2026 Annual Meeting, to serve on our Board until the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified.

Recommendation of the Board

Our Board recommends that stockholders vote “FOR ALL” Director Nominees. Each Director Nominee has indicated his or her willingness to serve as a director, if elected. If for any reason any of the Director Nominees should become unable to serve as a director prior to the Annual Meeting, the proxy holders may vote for the election of a substitute nominee designated by the Board, or the Board may reduce its size.

The Director Nominees for this year’s election bring valuable diversity to the Board in terms of industries represented, experience, and tenure, factors which we consider holistically when evaluating Board composition. The Board believes each director who has been nominated is qualified to serve as a director due to the experience summarized below in the Director Nominee Skills and Experience Matrix and their biographies that follow, among other experience. The key skills identified below are those that the Board has determined to be important in light of Company’s business and strategic goals.

Director Nominee Skills and Experience Matrix

Key Skills / Experience

Flint

DeMaria

Firestone

Icahn

Kwak

Lamp

Mongillo

Pytosh

Smith

Heidenreich Voliva

Public Company

Executive Leadership

Finance & Accounting

Legal / Regulatory / Compliance

Human Resources / Executive Compensation

Risk Management

Industry / Operations

Information Technology / Cybersecurity

Sustainability / EH&S

Our Director Nominees have a wide range of additional skills and experience not mentioned above, which they will bring to their role as directors. Additionally, the lack of a checkmark for a particular skill does not mean that the Director Nominee does not possess that skill or experience, and instead the presence of a checkmark indicates that the skill is a core competency of that Director Nominee. The skills and experiences of our Director Nominees are further described in their biographies on the following pages.

DIRECTOR NOMINEES:1


Robert E. Flint
Director, Chairperson of the Board

Age: 48	Key Skills and Expertise:
Director since: 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: Special	❖ Icahn Enterprises L.P., Chief Accounting Officer (since 2024); Director of Accounting (2021 - 2023); Chief Audit Executive (2020 - 2021) ❖ Experience in corporate finance and accounting, investor relations, risk management, and service in board and key leadership roles with both public and private entities.

	Other Public Company Directorships (current): CVR Partners, LP (since October 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 October 2024); Director for Vivus LLC, WestPoint Home LLC, IE HCR LLC and the Pep Boys-Manny, Moe & Jack Holding Corp. (since July 2024); AEP PLC LLC (since June 2024); Director, 767 Auto Leasing LLC (since February 2024); Director, New Seabury Resources Management, Inc. (since June 2022)

	Education: University of Dayton School of Business Administration, B.S. in Accounting and Finance


Dustin DeMaria
Director

Age: 36	Key Skills and Expertise:
Director since: 2024	ü Public Company ü Finance & Accounting	ü Information Technology/Cybersecurity

	Career Highlights:
Board Committees: Compensation, Chair EH&S	❖ Icahn Enterprises L.P., Financial Analyst (since 2022)
	❖ Moelis & Company, Investment Banking Associate (2019 - 2021)

	Other Public Company Directorships (current): Centuri Holdings, Inc. (since November 2025); Viskase Companies, Inc. (since 2023)

	Other Professional Experience and Community Involvement: Expertise in management roles in the finance and investment banking industry; Director, Zipari, Inc. (2021 - 2022)

	Education: Roanoke College, B.B.A.; Cornell University, MBA

1 Each of AEP PLC LLC, Atlantic Coast Entertainment Holdings LLC, CVR Partners, CVR Refining, LP, IE HCR LLC, IEP, Icahn Automotive Group LLC, New Seabury Homes LLC, New Seabury Resources Management, Inc.,The Pep Boys-Manny, Moe & Jack Holding Corp., Viskase Companies, Inc., Vivus LLC, Voltari Corporation, Westpoint Home LLC, and 767 Auto Leasing LLC are or previously were indirectly controlled by Mr. Carl C. Icahn. Mr. Icahn also has or had a non-controlling interest in Bausch + Lomb Corporation, Bausch Health Corporation, Centuri Holdings, Inc., Dana Inc., Enzon Pharmaceuticals, Inc., International Flavors & Fragrances, Inc., Newell Brands, Inc. and Sandridge Energy, Inc.


Jaffrey (Jay) A. Firestone
Independent Director

Age: 69	Key Skills and Expertise:
Director since: 2020	ü Public Company ü Executive Leadership ü Finance & Accounting	ü Human Resources/Executive Compensation ü Risk Management ü Sustainability/EH&S

	Career Highlights:
Board Committees: Audit Compensation EH&S	❖ Prodigy Pictures, Inc., Chairman and Chief Executive Officer (since 2006)

	Other Public Company Directorships (current): Enzon Pharmaceuticals, Inc. (since 2022); Sandridge Energy, Inc. (since 2021)

	Other Public Company Directorships (within past 5 years): Voltari Corporation (2011 - 2019)

	Other Professional Experience and Community Involvement: Experience in financial reporting and service on other boards; Former Director, The Academy of Canadian Cinema and Television; Former Director, The Academy of Television Arts and Sciences International Council

	Education: McMasters University, Bachelor of Commerce


Brett Icahn
Director

Age: 46	Key Skills and Expertise:
Director since: 2025	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 Information Technology/Cybersecurity ü Sustainability/EH&S

	Career Highlights:
	❖ Icahn Capital LP, Portfolio Manager (since 2020)
	❖ Icahn Enterprises L.P., investment consultant

	Other Public Company Directorships (current): International Flavors & Fragrances Inc. (since October 2025); Sandridge Energy, Inc. (since July 2025)
	Other Public Company Directorships (within past 5 years): Icahn Enterprises L.P. (2020 - August 2025); Bausch + Lomb Corporation (2022 - Ausgust 2025); Bausch Health Corp. (2021 - August 2025); Dana Inc. (January 2025 - June 2025 and 2022 - 2023); Newell Brands, Inc. (2018 - 2023)

	Education: Princeton University, B.A.


Colin Kwak
Director

Age: 50	Key Skills and Expertise:
Director since: 2025	ü Public Company ü Finance & Accounting	ü Legal/Regulatory/Compliance

	Career Highlights:
Board Committees: Compensation Governance	❖ Icahn Capital LP, Head Trader (since 2022)
	❖ Gruss Capital Management LP, various roles including Head of Trading (2000 - 2018)

	Other Public Company Directorships (current): Viskase Companies, Inc. (since March 2025)
	Other Professional Experience and Community Involvement: Twenty-five years of experience in trading and accounting practices

	Education: University of North Carolina Wilmington, B.A.; Miami School of Law, JD


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 Sustainability/EH&S

	Career Highlights:
	❖ CVR Energy, Inc., President and CEO (2017 to December 2025)
	❖ Executive Chairman (2017 to December 2025) and Chairman of the Board of Directors (2018 - 2023) of the general partner of CVR Partners, LP
	❖ Over forty 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 Partners, LP (since 2018)

	Education: Michigan State University, B.S. Chemical Engineering


Stephen Mongillo
Independent Director

Age: 64	Key Skills and Expertise:
Director since: 2012	ü Public Company ü Executive Leadership	ü Finance & Accounting ü Risk Management

	Career Highlights:
Board Committees: Audit, Chair Governance Special	❖ AMPF, Inc., Chairman and Chief Executive Officer (since 2012)
	❖ Over twenty-five years of experience in the financial industry and strong understanding of the complex business and financial issues encountered by large, complex companies

	Other Public Company Directorships (within past 5 years): Icahn Enterprises L.P. (2020 to October 2025)

	Other Professional Experience and Community Involvement: Equity Member, Manufactured Housing Partners LLC (since 2022); Managing Partner, Elkmont Capital (since 2011)

	Education: Trinity College, B.A.; Dartmouth College, MBA


Mark A. Pytosh
Director, President and Chief Executive Officer

Age: 61	Key Skills and Expertise:
Director since: 2026	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 Information Technology/Cybersecurity ü Sustainability/EH&S

	Career Highlights:
Board Committees: Special	❖ CVR Energy, Inc., President and CEO (since January 2026); Executive Vice President (2018 to January 2026)
	❖ CVR Partners, LP, President and CEO (2014 to current)
	❖ Over thirty 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 Partners, LP (since 2018)

	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


Mark J. Smith
Independent Director

Age: 67	Key Skills and Expertise:
Director since: 2024	ü Public Company ü Executive Leadership ü Legal/Regulatory/Compliance ü Human Resources/Executive Compensation	ü Risk Management ü Industry/Operations ü Information Technology/Cybersecurity ü ESG/Sustainability/EH&S

	Career Highlights:
Board Committees: EH&S, Chair	❖ Vertex Energy, Inc., Chief Executive Officer (since January 2025)
	❖ Philadelphia Energy Solutions (PES) Liquidating Trust, Plan Administrator (since 2020)
	❖ Fulcrum Bioenergy, Inc., Chief Restructuring Officer (2024 - March 2025)
	❖ PES, Chief Executive Officer & Director (2018 - 2020)
	❖ Over forty years of experience in executive leadership and general management in petroleum refining and associated businesses

	Other Professional Experience and Community Involvement: Consultant in the energy industry (2024 - January 2025); President Refining and Marketing, WNR (2006 - 2017); Vice President of Operations, CITGO Petroleum Corp.

	Education: Pennsylvania State University, B.S. Chemical Engineering; Oklahoma State University, MBA


Julia Heidenreich Voliva
Independent Director

Age: 49	Key Skills and Expertise:
Director since: 2024	ü Public Company ü Executive Leadership ü Finance & Accounting	ü Industry/Operations ü Sustainability/EH&S

	Career Highlights:
Board Committees: Audit Governance, Chair	❖ HF Sinclair Corporation, Vice President, Renewables (2017 - 2023)
	❖ Holly Frontier Corporation, Vice President, Investor Relations (2012 - 2017)

	Other Professional Experience and Community Involvement: Experience in financial statement analysis and earnings modeling; expertise in management roles in the renewable energy and banking industries; over ten years of experience in European institutional equity sales.

	Education: Tufts University, B.A.

Vote Required

The ten nominees who receive the affirmative vote of the holders of a plurality of the stock having the voting power present in person (virtually) or represented by proxy will be elected. In other words, the ten nominees who receive the most votes “FOR” their election will be elected. If you withhold your vote with respect to any Director Nominee, your vote will have no effect on the election of such nominee. The persons named in the accompanying proxy will vote in accordance with the choice specified thereon, or, if no choice is properly indicated, “FOR ALL” Director Nominees. Broker non-votes, if any, will have no effect on this Proposal 1.

EXECUTIVE OFFICERS

While the Board provides high-level strategy and guidance for the Company, our day-to-day activities are carried out by our executive officers. Our executive officers are appointed by the Board and act within the authorities granted by the Board and our organizational documents. In this Proxy Statement, we refer to the executive officers of our Company as our “executive officers.” The following table sets forth the names, positions, ages, background, experience, and qualifications of the current executive officers of the Company, other than Mr. Pytosh, who is listed under “Director Nominees” above. Mr. C. Douglas Johnson served as an executive officer of the Company until his retirement in January 2026, following which, Mr. J. Travis Capps, Jr. became an executive officer, holding the position of Executive Vice President and Chief Commercial Officer.


Name, Position and Age						Principal Occupation, Experience and Qualifications

Dane J. Neumann Age: 42 Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (since October 2021)						Mr. Neumann has served as our Executive Vice President, Chief Financial Officer and Assistant Secretary and as our Treasurer, and in those same roles for our affiliate, the general partner of CVR Partners, since October 2021 and February 2022, respectively. Before assuming his current roles, Mr. Neumann served as our Interim Chief Financial Officer from August to October 2021, and as Vice President – Finance & Treasurer from June 2020 to October 2021, and in those same roles for our affiliate, the general partner of CVR Partners, and in various other roles within our finance organization since June 2018, including Vice President of Financial Planning & Analysis and Director of Projects & Controls. Mr. Neumann has more than fifteen years of experience in the refining and petrochemicals industry in the areas of finance, accounting, business development, planning and analytics. Before joining CVR Energy, Mr. Neumann served in various roles of increasing responsibility for several formerly publicly traded refining and marketing entities, including with Andeavor (formerly Tesoro Corporation), WNR and NTI. M

SEC Form DEF 14A filed by CVR Energy Inc.