Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Compensation Expense

A summary of activity for the Company’s Share-Based Awards for the year ended December 31, 2024 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, 2023	1,438,905	$	30.67	$	47
Granted (2)	1,288,232	22.61
Vested	(685,779)	28.05
Forfeited	(94,088)	30.91
Non-vested at December 31, 2024	1,947,270	$	26.25	$	43

(1)Includes all units outstanding under Share-Based Awards.

(2)Includes 1,218,813 units granted under the CVR Energy LTIP with a weighted-average grant-date fair value of $19.88. The remainder of the outstanding and unvested units, as well as the vested and forfeited awards, were issued as Cash Share-Based Awards in connection with (and not under) the CVR Energy LTIP and CVR Partners LTIP.

A summary of total share-based compensation expense and unrecognized compensation expense related to the Share-Based Awards and the CEO Performance Award during the years ended December 31, 2024, 2023, and 2022 is presented below:


	Expenses						Unrecognized Expense
	For the year ended December 31,						At December 31, 2024
(in millions)	2024		2023		2022		Amount		Weighted-Average Remaining Years
Share-Based Awards:
Incentive Units (1)	$	10	$	28	$	45	$	30	1.8
CVR Partners - Phantom Units (2)	5		6		26		6		1.8

Performance Unit Awards:
CEO Performance Award (3)	—		—		—		10		0.1


Total share-based compensation expense	$	15	$	34	$	71	$	46

(1)Includes expense associated with incentive units granted as Cash Share-Based Awards and CVI LTIP Awards by CVR Energy.

(2)Comprised of expense associated with the phantom units granted as Cash Share-Based Awards by CVR Partners.

(3)All expenses, recognized and unrecognized, related to the CEO Performance Award are contingent upon whether the performance parameters are probable of being met. If the performance parameters are not met, no expense will be recognized.