CVR ENERGY INCCVI
CVR ENERGY INC Stock Compensation Disclosure
(12) Share-Based Compensation
Overview
CVR Energy has a Long-Term Incentive Plan (the “CVR Energy LTIP”) that permits the granting of restricted stock, restricted stock units, options, stock appreciation rights, dividend equivalent rights, performance awards, and share awards to the employees, officers, and directors of the Company and its subsidiaries. The Company had 7.5 million shares available for future grants under the CVR Energy LTIP at December 31, 2025.
CVR Partners has a Long-Term Incentive Plan (“CVR Partners LTIP” and collectively with the CVR Energy LTIP, the “LTIPs”) which permits the granting of options, unit appreciation rights, distribution equivalent rights; restricted and phantom units, and other unit-based awards to the employees, officers, consultants and directors of CVR Partners and its subsidiaries. CVR Partners had 0.5 million units available for future grants under the CVR Partners LTIP at December 31, 2025.
Incentive and Phantom Unit Awards
The Company and CVR Partners have issued long-term incentive unit awards under the LTIPs, which represent the right to receive, upon vesting, at the election of the Compensation Committee of the Board or UAN GP Board, as applicable, (i) one share or unit of CVR Energy common stock or CVR Partners common units, as applicable, together with the per share or unit value of all dividends or distributions declared and paid on CVR Energy common stock or CVR Partners common units, as applicable, from the grant date through the vesting date, or (ii) a cash payment equal to the average fair market value of one share or unit of CVR Energy common stock or CVR Partners common units, as applicable, calculated in accordance with the award agreement, plus the per share or unit value of all dividends or distribution declared and paid on CVR Energy common stock or CVR Partners common units, as applicable, from the grant date through the vesting date, both subject to the terms of the applicable award agreement (“LTIP Awards”).
The Company and CVR Partners have also issued long-term, cash incentive or phantom unit awards in connection with (but not under) the CVR Energy LTIP and CVR Partners LTIP, as applicable (collectively, the “Cash Share-Based Awards” and together with the LTIP Awards, “Share-Based Awards”). These Cash Share-Based Awards represent the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one share of CVR Energy common stock or CVR Partners
common units, as applicable, calculated in accordance with the award agreement, plus (ii) the per share value of all dividends or distributions declared and paid on CVR Energy common stock or CVR Partners common units, as applicable, from the grant date through the vesting date, subject to the terms of the applicable award agreement.
The Share-Based Awards are generally graded-vesting awards, which vest over three years with one-third of the award vesting each year provided the grantee remains employed by the Company or its subsidiaries on the applicable vesting date. Compensation expense is recognized ratably, based on service provided to the Company and its subsidiaries, with the amount recognized fluctuating as a result of the Share-Based Awards being remeasured to fair value at the end of each reporting period due to their liability-award classification. As of December 31, 2025, all outstanding Share-Based Awards were liability-classified under ASC 718 and, therefore, do not represent potentially dilutive securities.
A summary of activity for the Company’s Share-Based Awards for the year ended December 31, 2025 is presented below:
Shares or Units (1) | Weighted-Average Grant-Date Fair Value (per share or unit) | Aggregate Intrinsic Value (in millions) | |||||||||||||||
| Non-vested at December 31, 2024 | 1,947,270 | $ | 26.25 | $ | 43 | ||||||||||||
Granted (2) | 750,602 | 35.71 | |||||||||||||||
Vested (3) | (803,412) | 28.01 | |||||||||||||||
Forfeited (3) | (235,767) | 25.99 | |||||||||||||||
| Non-vested at December 31, 2025 | 1,658,693 | $ | 29.73 | $ | 50 | ||||||||||||
(1)Includes all units outstanding under Share-Based Awards.
(2)All units granted were issued under the LTIPs.
(3)Includes 382,952 units vested and 178,068 units forfeited under the CVR Energy LTIP with a weighted-average grant-date fair value of $19.88 and $23.39, respectively. The remainder of the outstanding and unvested units, as well as the vested and forfeited units, were issued as Cash Share-Based Awards in connection with (and not under) the CVR Energy LTIP and CVR Partners LTIP.
Performance Unit Awards
A performance award agreement effective November 1, 2017, as amended (the “CEO Performance Award”), represented our former Chief Executive Officer’s right to receive upon vesting, a cash payment equal to $10 million if the average closing price of CVR Energy’s common stock over the 30-day trading period from January 6, 2025 through February 20, 2025 was equal to or greater than $60 per share (subject to any equitable adjustments required to account for splits, dividends, combinations, acquisitions, dispositions, recapitalizations, and the like). The Performance Cycle (as such term is defined in the CEO Performance Award) ended on December 31, 2024, and the measurement period thereunder expired on February 20, 2025. The condition under the CEO Performance Award was not achieved, and no amounts were paid thereunder. No compensation costs related to the CEO Performance Award were recognized for the years ended December 31, 2025, 2024, and 2023.
Compensation Expense
A summary of total share-based compensation expense and unrecognized compensation expense related to the Share-Based Awards during the years ended December 31, 2025, 2024, and 2023 is presented below:
| Expenses | Unrecognized Expense | ||||||||||||||||||||||||||||
| For the year ended December 31, | At December 31, 2025 | ||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | Amount | Weighted-Average Remaining Years | ||||||||||||||||||||||||
Incentive Units (1) | $ | 35 | $ | 10 | $ | 28 | $ | 32 | 1.8 | ||||||||||||||||||||
CVR Partners - Phantom Units (2) | 7 | 5 | 6 | 8 | 1.7 | ||||||||||||||||||||||||
| Total share-based compensation expense | $ | 42 | $ | 15 | $ | 34 | $ | 40 | |||||||||||||||||||||
(1)Includes expense associated with incentive units granted as Cash Share-Based Awards and CVR Energy LTIP awards by CVR Energy.
(2)Comprised of expense associated with the phantom units granted as Cash Share-Based Awards and CVR Partners LTIP awards by CVR Partners.
The total tax benefit recognized during the years ended December 31, 2025, 2024, and 2023 related to compensation expense was $10 million, $4 million, and $9 million, respectively. As of December 31, 2025 and 2024, the Company had a liability of $19 million and $10 million, respectively, for non-vested Share-Based Awards and associated dividend and distribution equivalent rights. For the years ended December 31, 2025, 2024, and 2023, the Company paid cash of $32 million, $21 million, and $54 million, respectively, to settle liability-classified awards upon vesting.
Other Benefit Plans
The Company sponsors and administers two defined-contribution 401(k) plans, the CVR Energy 401(k) Plan and the CVR Energy 401(k) Plan for Represented Employees (collectively, the “Plans”), in which the Company’s employees may participate. Participants in the Plans may elect to contribute a designated percentage of their eligible compensation in accordance with the Plans, subject to statutory limits. The Company provides a matching contribution of 100% of the first 6% of eligible compensation contributed by participants. Participants in the Plans are immediately vested in their individual contributions. The Plans provide for a three-year vesting schedule for the Company’s matching contributions and contain a provision to count service with predecessor organizations. The Company had contributions under the Plans of $13 million, $13 million, and $12 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Feb 21, 2017 | |
| 2015 | Feb 19, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.