📄 What This Document Is 🗳️

This document is a Proxy Statement (Form DEF 14A), which is a formal document filed with the SEC. Think of it as the company's official instruction manual for its shareholders. It is required because the Board of Directors is asking you to vote your shares at the upcoming 2026 Annual Meeting of Stockholders.

👉 The primary purpose is to inform you about the company’s governance, its executives, its pay structure, and to get your vote on several important matters.

• Event Details: The 2026 Annual Meeting is scheduled for Thursday, June 4, 2026, at 10:00 a.m. (Central Daylight Time).
• Voting Period: To vote, you must be a stockholder of record as of the Record Date: April 6, 2026.
• Where to Find It: All proxy materials, including the 2025 Annual Report (Form 10-K), will be available online starting around April 21, 2026, at www.proxyvote.com.

🏢 What CVR Energy Does ⛽

CVR Energy is a diversified holding company that operates in two major industrial sectors: petroleum refining/marketing and nitrogen fertilizer manufacturing. The company manages these operations through its interest in CVR Partners, LP ("CVR Partners").

👉 Its business model is centered on providing "affordable, abundant and secure energy and food" to customers and communities.

• Scale and Ownership: As of April 17, 2026, subsidiaries of CVR Energy own approximately 37% of the common units of CVR Partners.
• Key Stakeholder: A critical piece of context is that Icahn Enterprises L.P. (IEP) and its affiliates own a significant majority—approximately 71%—of CVR Energy’s outstanding common stock.
• Core Values: The company emphasizes its values, including putting Safety first, environmental responsibility, integrity, and positive corporate citizenship in the communities where they operate.

👑 Corporate Governance & Board Oversight 🏛️

This section outlines how the company is governed, detailing the roles and responsibilities of the Board of Directors and its standing committees. Oversight is critical because it ensures that management is making decisions that protect shareholder interests.

• Board Oversight: The Board of Directors is responsible for overseeing major strategies, financial health, and corporate risks, including cybersecurity risk.
• Board Structure: The Board is composed of ten directors. This structure is noted for separating the roles of the Chairperson and the CEO, a governance practice the Board believes enhances accountability.
• Controlled Company Status: CVR Energy is designated a "controlled company" because Carl C. Icahn indirectly controls approximately 70.8% of the outstanding common stock. This status allows the company to rely on certain exemptions from NYSE rules, such as not requiring the Board to be composed of a majority of independent directors.
• Key Committees: The Board relies on five key standing committees to handle specialized oversight:
  • Audit Committee: Oversees financial reporting and reviews the independent auditor. Members include Stephen Mongillo (Chairperson), Jaffrey A. Firestone, and Julia Heidenreich Voliva.
  • Compensation Committee: Focuses on executive compensation and reviewing plans for bonuses and incentives.
  • Governance Committee: Oversees the Company's governance policies and conducts annual self-assessments of the Board.
  • EH&S Committee: Manages risks related to Environmental, Health & Safety, including climate-related risks.
  • Special Committee: Handles matters delegated to it by the Board.

👷 Executive Leadership Team 🧑‍💼

The day-to-day operations of CVR Energy are run by its executive officers, whom the Board appoints. This section introduces the leadership team, providing insight into who is in charge.

👉 Note that Mark A. Pytosh, the CEO and a Director, is listed separately from the other officers.

• Mark A. Pytosh, President and CEO: He has over thirty years of experience in senior executive roles across diverse industries, including fertilizer, refining, and power.
• Dane J. Neumann, EVP, CFO, Treasurer: He has over fifteen years of experience in the refining and petrochemicals industry, focusing on finance, accounting, and planning.
• Michael H. Wright, Jr., EVP, COO: He has more than thirty-five years of experience in refining and petrochemical operations, capital project management, and crude supply/logistics.
• Melissa M. Buhrig, EVP, General Counsel and Secretary: She has over twenty-five years of legal and industry experience, covering mergers, corporate governance, and compliance.
• J. Travis Capps, Jr., EVP, Chief Commercial Officer: He has over thirty years of leadership experience, focused on commercial strategy, operational optimization, and sustainable energy.

💰 Compensation & Director Pay 💸

Compensation is a major focus of the Proxy Statement, detailing how executives and directors are paid. The committee believes that executive pay should be "aligned with Company performance."

• Executive Philosophy (CD&A): The Compensation Discussion and Analysis (CD&A) provided an overview of the compensation philosophy for 2025. It confirms that executive pay is linked not only to financial performance but also to non-financial performance, such as environmental, health & safety performance.
• Retention and Incentives: A significant portion of executive compensation is designed to be "at-risk" and includes policies like clawback provisions and double trigger vesting—which means awards are only fully earned if the executive leaves after a change in control.
• Non-Employee Director Compensation (2025): For their service on the Board, non-employee directors received varying fees, including:
  • Jaffrey A. Firestone: Total fees of $54,255.
  • Stephen Mongillo: Total fees of $57,000.
  • Mark J. Smith: Total fees of $55,000.
  • Julia Heidenreich Voliva: Total fees of $56,000.

✅ The Proposals for Vote 🗳️

The Board is formally asking shareholders to vote on three specific items at the Annual Meeting. Remember that "advisory" means the vote is non-binding.

• Proposal 1: Elect Ten Director Nominees: Shareholders must vote for the election of ten nominees. The Board recommends voting "FOR ALL" nominees. 👉 The nominees are Robert E. Flint, Dustin DeMaria, Jaffrey A. Firestone, Brett Icahn, Colin Kwak, David L. Lamp, Stephen Mongillo, Mark A. Pytosh, Mark J. Smith, and Julia Heidenreich Voliva.
• Proposal 2: Approve Named Executive Officer Compensation: This vote is advisory. The Board recommends an affirmative vote of a majority of the stock.
• Proposal 3: Ratify Independent Auditor: Shareholders must approve the appointment of the independent auditor for 2026. The Board recommends an affirmative vote.

📅 Meeting Logistics & Voting 🎟️

Understanding the "how-to" of voting is crucial for shareholders.

• The Record Date: You must own stock by the close of business on Monday, April 6, 2026, to receive voting notice.
• Voting Methods: You can vote in three ways:
  1. Online: Through the internet at www.proxyvote.com.
  2. By Phone: Calling the toll-free number on your proxy card.
  3. By Mail: Signing and returning the physical proxy card.
• Important Rule: If you do not specify a vote on a proxy card, your shares will automatically be voted according to the Board’s recommendations.
• For Beneficial Owners: If your shares are held in a brokerage account (making you a "beneficial owner"), your broker or bank will send separate voting instructions.

🌐 Resources & Contact Information 📮

This section provides necessary resources and contacts for stockholders needing more details or having questions.

• Online Materials: All proxy materials and the 2025 Annual Report are available online at www.proxyvote.com.
• Paper Copies: Paper copies of the materials can be requested online, by calling 1-800-579-1639, emailing [email protected], or writing to the corporate headquarters.
• General Questions: For general inquiries, the main contact is the company's corporate headquarters at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479, or via phone at (281) 207-3200.
• Stock Ownership Questions: If you are a shareholder of record, contact the transfer agent: Equiniti Trust Company, LLC, at (800) 401-1957 (U.S. residents).

🧠 The Analogy

Voting through a proxy statement is like filling out a power of attorney for your vote. Instead of being physically present at the Annual Meeting, you are legally appointing a proxy (an authorized representative) to vote your shares for you. This document provides all the information—the candidates, the proposals, the costs, and the rules—so that your proxy can make an educated decision on your behalf.

🧩 Final Takeaway

This document is a mandatory roadmap to the 2026 Annual Meeting, requiring shareholders to review executive compensation, the Board's nominees, and corporate governance proposals. The core takeaway is that the company is emphasizing its leadership structure, its commitment to safety and ESG, and the importance of shareholder participation to ensure informed voting.