On behalf of our Board of Directors and management team, I am pleased to invite you to attend the 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) of CVR Energy, Inc. on Thursday, June 2, 2022,Wednesday, May 29, 2024, at 10:00 a.m. (Central Daylight Time). Once again, our Annual Meeting will be held via live webcast, which we believe not only increases efficiency and lowers costs, but also improves our stockholders’ ability to participate.

You will be able to attend, vote your shares electronically, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CVI2022. DetailsIn 2023, CVR Energy remained focused on how to attend the Annual Meeting online and the business to be conducted are fully described in this Proxy Statement, which is available to stockholders online at www.proxyvote.com or by following the instructions set forth in the Notice of Internet Availability of Proxy Materials (the “Notice”) that you received.

We announcedremain committed to reducing our intentionenvironmental footprint and continue to focus capital on sustainable initiatives including the Renewable Diesel projectevaluate new opportunities for renewables projects, while monitoring our Environmental, Social & Governance (“ESG”) performance. Our commitment to lowering our carbon footprint and reducing our exposure to RINs was evident in 2023 as we continued to produce renewable diesel at our Wynnewood refinery.refinery and completed construction of the site’s renewable diesel pre-treatment unit, which commenced commissioning in February 2024. We also made changes to ensurecontinued the carbon capture and sequestration activities at our compensation and governance practices reflect our commitment to Environmental, Social and Governance (“ESG”), including through updates to our Corporate Governance Guidelines and committee charters, memorializingCoffeyville nitrogen fertilizer plant in connection with the important role our Boardmonetization of Directors and its committees play in ESG oversight. We published our first internal45Q tax credits. Our 2022 ESG report, in 2021, portions of which are excerpted infurther highlights our ESG performance, is now available on our website at www.CVREnergy.com. We look forward to publishing our 2023 ESG report later this proxy statement, and are on trackyear.

I encourage you to publish our next report in 2022, which will be available to the public. Details about these items,review this Proxy Statement, as well as otherthe accompanying 2023 Annual Report, to learn more about CVR and to gain valuable information you may need to make informed decisions about the matters on which you are being asked to vote. Your vote are included in this Proxy Statement.is important and I encouragehope that you to read it and to exercise your right to vote your shares.

Thank you for your investment in CVR Energy, Inc. and for your continuing support. I wish you and yours health and prosperity in 20222024 and beyond.

We believe that good corporate governance benefits all of our stockholders and is a critical component to driving long-term stockholder value. Our Corporate Governance Guidelines, Second Amended and Restated By-Laws, and the charters of our Board committees, guide our actions and define the primary roles, responsibilities and oversight functions of the Board and its committees. We regularly review and consider, and may make changes to our corporatethese governance policies and practicesdocuments in light of the rules, regulations, and standards of the SecuritiesSEC and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”),NYSE, industry best practices, and input from our Board, its committees, and our stockholders. In 2021, we updated our Corporate Governance Guidelines to formalize our Board’s oversight of our Environmental, Social and Governance (“ESG”) initiatives.

We have adopted a Code of Ethics and Business Conduct (the “Code”) that applies to all of our directors, officers, and employees, and also includes portions that specifically apply to our CEO, CFO,Chief Executive Officer, and all finance associates, including the Chief Financial Officer, Principal Accounting Officer, and others performing related functions, andsimilar functions. The Code also, to the extent required in their agreements with us, applies to contractors, suppliers, vendors, consultants, and others who do business on our behalf. The Code strictly prohibits our employees and contractors from taking any act in support of human rights abuses, including forced labor and human trafficking. Our employees and directors review and acknowledge or receive training on all topics covered in the Code at least annually, including anti-corruption. annually.

Copies of the Code and our Corporate Governance Guidelines are posted on our website at www.cvrenergy.comwww.CVREnergy.com under the heading “Investor Relations” and the subheading “Corporate Governance.” Printed copies of these documents are also available free of charge upon request to our Secretary. We will post on our website or file a Form 8-K with the SEC any amendments to, or waivers from, the Code requiring disclosure under applicable rules within four business days following any such amendment or waiver.

None of our current directorsdirector nominees currently have any family relationship with any other director or any executive officer. The table below sets forth the names and ages of each of the nominees for our Board (each of whom is an existing director) and the month and year they first joined our Board.

Detailed descriptions of the backgrounds, experience, and qualifications of our directors can be found in “Proposal 1” herein.(Elect Seven Director Nominees). As required by our Corporate Governance Guidelines, the Board periodically evaluates the composition of the Board, including the skill sets, diversity, leadership qualities, background, and experience of its directors. The Board believes its current structure and composition is best for the Company and its stockholders at this time.

Our Corporate Governance Guidelines provide the Board with the flexibility to exercise its business judgment to choose the optimal leadership for the Board depending upon the Company’s particular needs and circumstances.

The Board seeks a diverse group of directors who have attributes necessary to create a cohesive and effective Board, including high personal and professional ethics, integrity and values, vision and long-term strategic perspective, experience in similar industries, practical judgment, the ability to devote significant time to serve on our Board and its committees, and a commitment to representing the long-term interests of all of our stockholders. The Board believes its members should possess a combination of skills, professional experience, and diversity of backgrounds and perspectives necessary to oversee our business.

As a result of IEP’s control of a majority of our outstanding common stock, IEP ultimately controls the election of all of the members of our Board. Consequently, our Board has deemed it appropriate not to maintain a formal policy with respect to the review of potential nominees or to charge the Nominating and Corporate Governance Committee (the “Governance Committee”) with the nomination of directors. However, all of our directors ultimately participate in the review of potential nominees to our Board. In 2022,2024, the Board reviewed the qualifications, skills, backgrounds, and experience of our directors and director nominees, both individually and in the broader context of the Board’s overall composition and our current and anticipated future needs, as well as the vote of our stockholders from its 2021our 2023 Annual Meeting, in which stockholders overwhelmingly voted for each of our 20212023 nominees, including six directors whothe majority of which are nominees for the 20222024 Annual Meeting.

The Board may consider candidates recommended by stockholders, as well as candidates recommended by other sources such as other directors or officers, third-party search firms, or other appropriate sources. If a stockholder wishes to recommend a candidate for director for election at the 20232025 Annual Meeting of Stockholders, it must follow the procedures described below under “2023“2025 Stockholder Proposals and Director Nominations.”

We are a controlled company under the rules of the NYSE and, as a result, we qualify for and rely on exemptions from certain requirements of the NYSE. Under the rules of the NYSE, a listed company is a controlled company when more than 50% of the voting power is held by an individual, a group, or another company. Our Board has determined that we are a controlled company because Carl C. Icahn indirectly controls approximately 70.8%66.3% of our outstanding common stock.

Due to our status as a controlled company, we are relying on exemptions from the NYSE rules that require our Board be composed of a majority of independent directors, as defined under the rules of the NYSE. Although not required by the NYSE, the Board does maintain a Compensation Committee and a Governance Committee, which are not (and are not required to be) composed solely of independent directors.

The controlled company exemption does not modify the independence requirements for the Audit Committee. The Sarbanes-Oxley Act of 2002 (as amended, the “Sarbanes-Oxley Act”) and NYSE rules require that our Audit Committee be composed entirely of independent directors. The members of the Audit Committee are Mr. Mongillo, who serves as Chairman of the committee, and Messrs. Firestone and Strock. All members of the Audit Committee were affirmatively determined by our Board to be “independent” and “financially literate” under the rules and regulations of the NYSE and the SEC applicable to audit committee members under the Securities and Exchange Act of 1934, as amended (the “Exchange

The Board oversees the business of the Company, which is conducted by the Company’s officers and employees under the direction of the CEO. The Board performs a number of specific functions either directly or through its committees, including (among others):

Members of the Board are kept informed about our Company’s business by members of the Company’s management. The full Board is also advised of actions taken by the various committees of our Board at least quarterly. Directors have access to all of our books, records, and reports, and members of management are available at all times to answer their questions. Management also communicates with the various members of our Board on an informal basis, as needed, to effectively oversee the activities of ourthe Company.

We believe that our governance processes provide rigorous Board oversight of the Company and its management. The Board considers oversight of CVR Energy’s risks and risk management activities to be a responsibility of the entire Board, though the Board also delegates certain risk oversight to certain of its committees including these standing committees:which regularly report on such areas of oversight.

The Board’s role in risk oversight includes receiving regular reports from management on areas of material risk to the Company or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, cyber, strategic, and reputational risks. The full Board (or the appropriate committee, in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate members of management to enable the Board (or committee) to understand the Company’s risk identification, risk management, and the steps management has taken to monitor and control such exposures, including the periodic review of new and emerging risks. When a report is vetted at the committee level, the chairman of that committee or

The Company is committed to conducting business in a safe and environmentally sensitive manner that promotes sustainability and respects community values, while staying true to its missionour objectives of providing superior performance, profitable growth, resilience, adaptability and stockholder value. In recognition of the importance of ESG principlesmaximizing returns to our business, we have commissioned ainvestors. A steering committee composed of members

The CEO’s membership on, and collaboration with, the Board allows him to gauge whether management is providing adequate information for the Board to understand the interrelationships of our various businesses and risks. He is available to the Board to address any questions from other directors regarding management’s ability to identify and mitigate risks and weigh them against potential rewards.

Our Board has five main standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the Environmental, Health & Safety (“EH&S”) Committee, and the Special Committee. Any standing committee with a written charter reviews the adequacy of such charter periodically or annually, as applicable, in addition to evaluating its performance and reporting to the Board on such evaluation. The charter for each of these committees (except the Special Committee, which does not have a charter) is posted on our website at www.cvrenergy.comwww.CVREnergy.com under the heading “Investor Relations” and the subheading “Corporate Governance.” The function of each committee is described in greater detail below.

As of December 31, 2021,2023, the Compensation Committee was composed of Messrs. Gary Dargan and Willetts.Papapostolou, each a non-management director who was (and remains) an officer and/or an employee of IEP, and Mr. Firestone, an independent director. During 2021, two2023, one other non-management directors who were officers and/or employees ofdirector affiliated with IEP also served at various times on the Compensation Committee (Patricia A. Agnello from July 7, 2021 to December 28, 2021, and Johnathan Frates(Mr. Willetts from January 1, 20212023 until March 17, 2023). As of March 17, 2023, Mr. Willetts was replaced on the Compensation Committee by Mr. Papapostolou, a non-management director who is an officer and/or an employee of IEP. On March 15, 2024, Mr. Gary resigned from the Board and its committees, including the Compensation Committee, and Mr. DeMaria, who is a non-management director employed by IEP, was appointed to June 28, 2021).the Compensation Committee on March 17, 2024. None of thethese current or former members of the Compensation Committee during 2021 have, at any time, been an officer or employee of the Company and none have any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company.

Stockholders and other interested parties wishing to communicate with our Board may send a written communication addressed to:

Our General Counsel and Secretary will forward all appropriate communications directly to our Board or to any individual director or directors, depending upon the facts and circumstances outlined in the communication. Any stockholder or other party who is interested in contacting only the independent directors or non-management directors as a group or the director who presides over the meetings of the independent directors or non-management directors may also send written communications to the contact above and should state for whom the communication is intended.

No other directors (including non-managementDuring 2023, only our directors who are not employees of either CVR Energy, IEP, or officers of IEP) receive anytheir affiliates, Messrs. Firestone, Mongillo, and Strock, received compensation for their service on the Board or its committees, though they arecommittees. Each such individual was entitled to reimbursement of certain travel expenses.expenses incurred in connection with their service on the Board and its committees.

The following table reflectssets forth the compensation earned by or paid to each Non-Employee Director for the year ended December 31, 2021.2023:

AtOur Board oversees the management of our business and has fixed the number of directors on the Board at seven. Directors are elected annually at our Annual Meeting, stockholders of record as of the close of business on April 4, 2022 (the “Record Date”) are requested to electMeeting. Our current directors, Messrs. Dargan,Papapostolou, DeMaria, Firestone, Gary, Lamp, Mongillo, Smith, and Strock (collectively, the “Director Nominees” and Willettsindividually a “Director Nominee”), stand for election at this 2024 Annual Meeting, to serve on our Board until the 20232025 Annual Meeting of Stockholders or until their successors are elected and qualified. Each

Our Board recommends that stockholders vote “FOR ALL” Director Nominees. Each Director Nominee has indicated his willingness to serve as a director, if elected. If for any reason any of the nomineesDirector Nominees should become unable to serve as a director prior to the Annual Meeting, the proxy holders may vote for the election of a substitute nominee designated by the Board, or the Board may reduce its size.

The nomineesDirector Nominees for this year’s election bring valuable diversity to the Board in terms of industries represented, experience, demographics, and tenure, factors which we consider holistically when evaluating Board diversity. The Board believes each director who has been nominated is qualified to serve as a director due to his experiencesthe experience summarized below in the Director Nominee Skills and Experience Matrix.Matrix and their biographies that follow, among other experience. The key skills identified below are those that the Board has determined to be important in light of Company’s business and strategic goals.

Our director nomineesDirector Nominees have a wide range of additional skills and experience not mentioned above, which they will bring to their role as directors. Additionally, the lack of a checkmark for a particular skill does not mean that the directorDirector Nominee does not possess that skill or experience, and instead the presence of a checkmark representsindicates that the skill is a core competency of that director.Director Nominee. The skills and experiences of our director nomineesDirector Nominees are further described in their biographies on the following pages.

The followingIn this compensation discussion and analysis of compensation arrangements(“CD&A”) we provide stockholders with an overview of our namedcompensation philosophy, objectives, policies, and practices during 2023, as well as the factors considered by our Compensation Committee in making compensation decisions for our “named executive officers (defined below) for 2021officers” listed below in 2023. This CD&A should be read together with the compensation tables and related disclosures set forth below. This discussion containsCD&A may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation actions. Our actualactions, and the future compensation actionsof our named executive officers may differ materially from the currently planned programs and payouts summarized in this discussion.

This compensation discussion and analysis provides stockholders with an understanding of our compensation philosophy, objectives, policies, and practices in place during 2021, as well as the factors considered by our Compensation Committee in making compensation decisions for 2021. ItCD&A focuses on the compensation of persons who served as our chief executive officer, our chief financial officer, and our next three other most highly compensatednamed executive officers, which for 2021, including the individuals who were executive officers during 2021, but were not serving at December 31, 2021 (collectively, the “named executive officers”):2023 include:

In establishing named executive officer compensation, our Compensation Committee generally seeks to compensate named executive officers in a way that meaningfully aligns their interests with the interests of our stockholders, including:to:

The Compensation Committee takes these main objectives into consideration when creating its compensation programs, setting each element of compensation under those programs, and determining the proper mix of the various compensation elements. Named executive officer compensation will generally include a mix of fixed elements, intended to provide stability, as well as variable elements, which align pay and performance, incentivizing and rewarding our named executive officers in years in which the Company achieves superior results.

The Compensation Committee also generally considers, among other factors, the success and performance of the Company, the contributions of named executive officers to such success and performance and the current economic conditions and industry environment in which the Company operates. From time to time, the Compensation Committee may utilize various tools in evaluating and establishing named executive officer compensation, including their own knowledge, experience, and judgment, as well as some or all of the following:

Our Compensation Committee periodically evaluates and considers risks ofrelated to our compensation policies and practices as generally applicable to employees, including our named executive officers. Our Compensation Committee believes that our policies and practices do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on us. In reaching this conclusion, our Compensation Committee reviewed and discussed the design features, characteristics, and performance metrics of our compensation programs and approval mechanisms for compensation and observedbelieves the following factors, among others, which the Compensation Committee believes reducesmitigate any potential risks associated with our compensation policies and practices:

In setting named executive officer compensation for 2021,2023, the Compensation Committee considered the philosophies and objectives described above, but did not engage an independent compensation consultant or reference any reports from an independent compensation consultant. Instead, members of the Compensation Committee utilized their ownits members’ knowledge, experience, and judgment in assessing reasonable compensation and ensuring compensation levels remain competitive in the marketplace, consulted with Mr. Lamp regarding compensation for all of the named executive officers (other than Mr. Lamp)himself), and also considered the following:

The Compensation Committee further considered the advisory vote of stockholders from its 20212023 Annual Meeting, in which stockholders overwhelmingly approved, on an advisory basis, named executive officer compensation for 2020,2022, which utilized a three-pronged program, balancing base salary with annual performance-based bonus targets and long-term incentives, both reflected as a percentage of base salary.incentives. The Compensation Committee concluded this three-pronged program, which is the same utilized for all management employees of the Company, supports the objectives described above, and elected to keep the compensation structure for 20212023 compensation the same as 2020,2022, as follows:

The Compensation Committee also consulted with the compensation committee (the “UAN Committee”) of the board of directors of the general partner of CVR Partners LP (“CVR Partners” or the “Partnership”) relating to Mr. Pytosh’s 20212023 compensation, as 60% of his compensation is determined by the UAN Committee, based on the general allocation of his time spent performing services for CVR Partners (60%) and CVR Energy (40%). As of December 31, 2021, we owned the general partner of CVR Partners and approximately 36% of the outstanding common units representing limited partner interests in CVR Partners, with the public owning the remaining outstanding common units of CVR Partners.TheThe Compensation Committee believes the process and objectives utilized by the UAN Committee in setting named executive officer compensation, as well as the structure and elements of such compensation, are generally consistent with those utilized by the Compensation Committee. Although the UAN Committee does not determine any part of their compensation, Messrs. Lamp and Neumann and Ms. Buhrig are also executive officers of the general partner of CVR Partners.Partners, although the UAN Committee does not determine any part of their compensation.

In February 2021,2023, the UAN Committee evaluated the metrics included in the CVR Partners’ annual performance-based bonus program for 2020Partners, LP 2022 Performance-Based Bonus Plan (the “2020“2022 UAN Plan”), which applies to all eligible employees of the Partnership’s subsidiaries and Mr. Pytosh, and the UAN Committee’s objectives which are generally aligned with those of the Compensation Committee detailed above, and after determining that CVR Partners had achieved the Adjusted EBITDA Threshold under the 20202022 UAN Plan, approved payout to Mr. Pytosh under the 20202022 UAN Plan of $535,700,$478,000, approximately 116%97% of his respective target annual bonus based on his base salary for CVR Partners. Other than Mr. Pytosh, no named executive officers received a payout under the 2022 UAN Plan.

Three measures evenly weighted including(33-1/3% each): Total Recordable IncidentInjury Rate (“TRIR”) (8.33%), Process Safety Tier 1 Incident Rate (“PSIR”) (8.33%), and Environmental Events (“EE”) (8.33%), with achievement determined based on the following:

Four measures evenly weighted (25% each), including Reliability, (18.75%), Equipment Utilization, (18.75%), Operating Expense, (18.75%), and Return on Capital Employed (“ROCE”) (18.75%),ROCE, with achievement determined based on the following: