To the Stockholders of CVR Energy, Inc.:

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 20212024 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournments or postponements thereof.

During 2020,2023, we continued our Mission of being a top-tier North American renewable fuels, petroleum refining, and nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance, and profitable growth.growth, as well as our focus on renewables initiatives.

Our core values defineValues are driven by our people, inform the way we do business each and every day, and enhance our ability to accomplish our mission and serve as the foundation on which our Company is built.

At CVR Energy, we are committed to minimizing our environmental impacts from operations, making modern life possible through the products we manufacture and delivering maximum value to our stockholders. In December 2023, we published our 2022 Environmental, Social & Governance Report (“2022 ESG Report”), which is based on the Sustainability Accounting Standards Board standards and is available at CVR Energy’s website at www.CVREnergy.com. Our strategic objectives2022 ESG Report does not constitute a part of, Safety, Reliability, Market Capture, and Financial Discipline driveis not incorporated by reference into, this Proxy Statement or any other report we file with (or furnish to) the accomplishment of our Mission. We successfully executed a number of achievements in support of our strategic objectives shown below throughU.S. Securities and Exchange Commission (“SEC”), whether made before or after the date of our 2020 Annual Report.this Proxy Statement.

We are providing this Proxy Statement and related materials because our Board is soliciting your proxy to vote your shares at the 20212024 Annual Meeting of Stockholders to be held on Wednesday, June 2, 2021,May 29, 2024, beginning at 10:00 a.m. (Central Daylight Time) virtually at www.virtualshareholdermeeting.com/CVI2021CVI2024 and at any adjournments or postponements of the Annual Meeting.thereof. This Proxy Statement and the enclosed proxy card are being first made available to stockholders of record on or about April 23, 2021.17, 2024. All stockholders are invited to attend the online virtual Annual Meeting.

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:

In addition to these matters, stockholders will also transact such other business as may properly come before the meetingAnnual Meeting or any adjournments or postponements thereof.

If you were a stockholder of record at the close of business on the Record Date, April 9, 20211, 2024 (the “Record Date”), you can vote your shares by any one of the following methods:

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 brokerage firm, trust,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.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”),SEC, the Company has elected to provide its proxy materials over the Internet.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 9, 2021.1, 2024. All stockholders may access the proxy materials on the website referred to in the Notice: www.proxyvote.com. Our 20202023 Annual Report and other periodic filings with the SEC are also available at the SEC’s website at www.sec.govwww.SEC.gov or at www.cvrenergy.comwww.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 20202023 Annual Report free of charge by:

Please make the request as instructed above on or before May 15, 2024, 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 20202023 Annual Report. Please make the request as instructed above on or before May 19, 2021, to facilitate timely delivery.

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 Tracy D. Jackson,Dane J. Neumann, our Executive Vice President, and Chief Financial Officer, (“CFO”),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.

Holders of CVR Energy common stock at the close of business on the Record Date, April 9, 20211, 2024, 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 10ten 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.

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,Company), you are considered thea “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.

If you are a stockholder of record, you can change or revoke your proxy before it is voted at the Annual Meeting in one of the following ways:

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.

The Annual Meeting will be held entirely virtually,online, as permitted by Delaware law and the Company’s Second Amended and Restated By-Laws (the “By-Laws”).our By-Laws. There will be no physical location at which stockholders may attend the Annual Meeting, but stockholders may participate in and vote at the Annual Meeting online. 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.Meeting. Stockholders who wish to participate inattend the meetingAnnual Meeting should go to www.virtualshareholdermeeting.com/CVI2021CVI2024 at least 10 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 9, 2021.1, 2024. 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.

If you encounter any difficulties accessing the live webcast during the check-in or meeting, please call the Broadridge technical support number that will be posted on the Annual Meeting log-in page at www.virutalshareholdermeeting.com/CVI2021.www.virtualshareholdermeeting.com/CVI2024.

Under our By-Laws, the presence, in person online,(virtually) or by proxy, of the stockholders of record of a majority of the aggregate voting power of the common stock issued and outstanding on the Record Date (April 9, 2021)1, 2024) entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining whether a quorum exists. Although not expected, if a quorum is not present or represented, we may adjourn and reschedule the Annual Meeting, without notice other than announcement at the Annual Meeting, until a quorum is present or represented.

For Proposal 1 (Election of Eight Directors Named in this Proxy Statement)(Elect Seven Director Nominees), your vote may be cast “FOR” all“FOR ALL” of the nominees, “WITHHOLD ALL” of the nominees, or your vote may be “WITHHOLD”“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,Proposals 2 (Advisory Approval of Named Executive Officer Compensation) and 3 (Ratify Appointment of Independent Auditor), your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN” from voting with respect to any of these proposals,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 voting

instruction form 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.

A broker “non-vote” occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Under current New York Stock Exchange (the “NYSE”(“NYSE”) rules, a broker, bank, or other nominee may exercise discretionary voting power for the ratificationProposal 3 (Ratify Appointment of the selection of Grant Thornton LLPIndependent Auditor) and, therefore, no broker non-votes are expected for this proposal. However, your broker, bank, or other nominee will not be permitted to exercise discretion to vote your shares for the electionProposal 1 (Elect Seven Director Nominees) or Proposal 2 (Advisory Approval of directors or the Say-on-Pay proposal.Named Executive Officer Compensation). 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 the Say-on-Pay proposal are notProposal 2 (Advisory Approval of Named Executive Officer Compensation) will be considered to be entitled to vote at the Annual Meetingon such proposal and, therefore, will have nothe effect of “AGAINST” these proposals.

Proxies may be solicited by or on behalf of the Say-on-Pay proposal.

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.

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 20202023 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 20202023 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 20202023 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.

of our management team to lead, formalizeleads and directdirects the execution of the Company’s ESG initiatives and is charged with highlighting our Board, based onESG initiatives and performance, including through the recommendationspublication of management and the Audit, Compensation, Governance and EH&S Committees, recently updated the charters of the committees and our Corporate Governance Guidelines to add2022 ESG risk oversight as a responsibility of each Committee and the Board.Report.

TheIn October 2022, the Board, upon the recommendation of the Compensation Committee, elected to keep the compensation the Company payspaid to its directors who are not officers or employees of CVR Energy or its affiliates (including IEP) (“Non-Employee Directors”) is designed to attract and retain nationally recognized, highly qualified directors to lead the Company and to be demonstrably fair to both the Company and its Non-Employee Directors, taking into consideration, among other things, the time commitments required, for service on the Board and its committees. In developing Non-Employee Director compensation, the Board considers the factors set forth above, and relies upon its experience and judgment. Non-Employee Director compensation generally includes an annual cash retainer for service as a director, a separate cash retainer for service as a member or chairman of a committee, and reimbursement of certain travel and director education expenses.