CVR PARTNERS, LPUAN
CVR PARTNERS, LP Stock Compensation Disclosure
(10) Share-Based Compensation
CVR Partners has a Long-Term Incentive Plan (the “CVR Partners LTIP”) that 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. The Partnership had 0.5 million units available for future grants under the CVR Partners LTIP at December 31, 2025.
The Partnership has issued long-term phantom unit awards under the CVR Partners LTIP, which represent the right to receive for each phantom unit, upon vesting, at the election of the Compensation Committee of the Board, (i) one CVR Partners common unit together with the per unit value of all distributions declared and paid on CVR Partners common units, from the grant date through the vesting date, or (ii) a cash payment equal to the average fair market value of one CVR Partners common unit calculated in accordance with the award agreement, plus the per unit value of all distributions declared and paid on CVR Partners common units from the grant date through the vesting date, both subject to the terms of the applicable award agreement (“LTIP Awards”).
The Partnership has also issued long-term, cash phantom unit awards in connection with (but not under) the CVR Partners LTIP (the “Share-Based Cash Awards” and together with the LTIP Awards, “Share-Based Awards”). These Share-Based Cash Awards represent the right to receive for each phantom unit, upon vesting, a cash payment equal to (i) the average fair market value of one CVR Partners common unit, calculated in accordance with the award agreement, plus (ii) the per share value of all distributions declared and paid on CVR Partners common units from the grant date through the vesting date, subject to the terms of the applicable award agreement.
The Share-Based Awards are graded-vesting awards, which vest over three years with one-third of the award vesting each year provided the grantee remains employed by the Partnership and its subsidiaries on the applicable vesting date. Compensation expense is recognized ratably, based on service provided to the Partnership 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 the Share-Based Award activity during the year ended December 31, 2025 is presented below:
| (in thousands, except per unit data) | Units (1)(2) | Weighted- Average Grant Date Fair Value | Aggregate Intrinsic Value | ||||||||||||||
| Non-vested at December 31, 2024 | 109,087 | $ | 74.70 | $ | 8,286 | ||||||||||||
| Granted | 49,065 | 93.56 | |||||||||||||||
| Vested | (47,032) | 77.78 | |||||||||||||||
| Forfeited | (4,937) | 74.69 | |||||||||||||||
| Non-vested at December 31, 2025 | 106,183 | $ | 82.05 | $ | 10,884 | ||||||||||||
(1)Units reflected above are phantom units awarded by the Partnership and do not include any incentive units granted by CVR Energy for which it shares in the expense.
(2)All units granted are LTIP Awards issued under the CVR Partners LTIP. The remainder of the outstanding and unvested units, as well as the vested and forfeited units, were issued as Share-Based Cash Awards in connection with (and not under) the CVR Partners LTIP.
Unrecognized compensation expense associated with the Share-Based Awards at December 31, 2025 was approximately $7.6 million, which is expected to be recognized over a weighted average period of 1.7 years. Compensation expense recorded for the years ended December 31, 2025, 2024, and 2023 related to these awards was $6.8 million, $4.6 million, and $6.4 million, respectively.
As of December 31, 2025 and 2024, the Partnership had a liability of $2.9 million and $1.8 million, respectively, for non-vested Share-Based Awards and associated distribution equivalent rights, and for the years ended December 31, 2025, 2024, and 2023, paid $4.3 million, $3.3 million, and $12.6 million, respectively, to settle Share-Based Awards upon vesting.
Incentive Unit Awards — CVR Energy
CVR Energy grants awards of incentive units and dividend equivalent rights to certain of its officers and employees and those of its subsidiaries, including officers of the Partnership’s subsidiaries, who provide shared services for CVR Energy and its subsidiaries. Costs related to these incentive unit awards are allocated to the Partnership based on time spent on Partnership business. Total compensation expense allocated to the Partnership for the years ended December 31, 2025, 2024, and 2023 related to the incentive units was $4.4 million, $1.4 million and $3.4 million, respectively.
The Partnership had no separate liabilities related to these incentive unit awards as of December 31, 2025 and 2024, as the allocation of compensation expense for incentive unit awards is part of the amount charged to the Partnership under the Corporate Master Service Agreement (“Corporate MSA”). For the years ended December 31, 2025, 2024, and 2023, the Partnership had no reimbursements related to its allocated portion of CVR Energy’s incentive unit awards payments. See Note 13 (“Related Party Transactions”) for further discussion of the Corporate MSA.
Performance Unit Awards
A performance award agreement effective November 1, 2017, as amended on December 22, 2021 between CVR Energy and our former Executive Chairman (the “PU Award”) represents our former Executive Chairman’s right to receive upon vesting, a cash payment equal to $10.0 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 is 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 PU Award) ended on December 31, 2024, and the measurement period thereunder expired on February 20, 2025. The condition under the PU Award was not achieved, and no amounts were paid thereunder. No compensation costs related to the PU Award were recognized for the years ended December 31, 2025, 2024, and 2023.
Other Benefit Plans
CVR Energy 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 employees of the General Partner, CVR Partners and its subsidiaries 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. CVR Partners provides a matching contribution of 100% of the first 6% of eligible compensation contributed by participants. Participants in both Plans are immediately vested in their individual contributions. The Plans provide for a three-year vesting schedule for the Partnership’s matching contributions and contain a provision to count service with predecessor organizations. The Partnership had contributions under the Plans of $2.8 million, $2.5 million, and $2.4 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 23, 2018 | |
| 2016 | Feb 21, 2017 | |
| 2015 | Feb 18, 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.