EVP & Chief Operating Officer Wright Michael H. Jr. returned $778,210 worth of shares to the company (22,902 units at $33.98) and converted options into 22,902 shares (SEC Form 4)
$CVI
Integrated oil Companies
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CVR ENERGY INC [ CVI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 12/10/2025 | M | 5,077 | A | $0(2) | 5,077 | D | |||
| Common Stock(1) | 12/10/2025 | D | 5,077 | D | $33.98(3) | 0 | D | |||
| Common Stock(4) | 12/10/2025 | M | 6,544 | A | $0(2) | 6,544 | D | |||
| Common Stock(4) | 12/10/2025 | D | 6,544 | D | $33.98(3) | 0 | D | |||
| Common Stock(5) | 12/10/2025 | M | 11,281 | A | $0(6) | 11,281 | D | |||
| Common Stock(5) | 12/10/2025 | D | 11,281 | D | $33.98(3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Incentive Units(1) | (2) | 12/10/2025 | M | 5,077 | (1) | (7) | Common Stock | 5,077 | $0(2) | 0 | D | ||||
| Incentive Units(4) | (2) | 12/10/2025 | M | 6,544 | (4) | (7) | Common Stock | 6,544 | $0(2) | 6,544 | D | ||||
| Incentive Units(5) | (6) | 12/10/2025 | M | 11,281 | (5) | (7) | Common Stock | 11,281 | $0(6) | 22,561 | D | ||||
| Incentive Units(8) | (6) | 12/10/2025 | A | 19,482 | (8) | (7) | Common Stock | 19,482 | $0(6) | 19,482 | D | ||||
| Explanation of Responses: |
| 1. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2022. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement. |
| 2. Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days immediately preceding the vest date. |
| 3. This price represents the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days immediately preceding the vest date. |
| 4. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 13, 2023. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement. |
| 5. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 11, 2024. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement. |
| 6. Each Incentive Unit reported herein represents the right to receive upon vesting, one share of CVR Energy, Inc. common stock or a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days immediately preceding the vest date, as determined by the Board or the Compensation Committee, as applicable, in its sole discretion. |
| 7. The Incentive Units expire immediately upon vest. |
| 8. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 10, 2025. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement. |
| Remarks: |
| /s/ Michael H. Wright, Jr. | 12/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||