Cvr Partners, LP 8-K, filed Mar 18, 2026
Cvr Partners, LP (UAN)
8-K
2026-03-18
For: 2026-03-17
View Original
Added on
April 04, 2026
About this 8-K
Cvr Partners, LP filed this 8-K on March 18, 2026, reporting on events of March 17, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________
Date of Report (Date of earliest event reported): March 17, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (281 ) 207-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2026, Trevor Turbidy was appointed as a member of the Board of Directors (the “Board”) of CVR GP, LLC (the “General Partner”), the general partner of CVR Partners, LP (the “Partnership”). Mr. Turbidy also was appointed as a member of the Board’s Audit Committee, Compensation Committee, Environmental, Health & Safety Committee and Conflicts Committee.
In connection with Mr. Turbidy’s appointment, the Board affirmatively determined that Mr. Turbidy qualifies as independent under the rules and regulations of the Securities and Exchange Commission Commission (“SEC”) and the New York Stock Exchange (“NYSE”) and is an “audit committee financial expert” as defined under the rules and regulations of the SEC in accordance with the Sarbanes-Oxley Act of 2002. Neither the Partnership nor the General Partner is aware of any transactions in which Mr. Turbidy has an interest that would be required to be disclosed under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, and no arrangement or understanding exists between Mr. Turbidy and any other person pursuant to which he was selected as a director. Mr. Turbidy will be entitled to receive compensation for his service on the Board and its committees in accordance with the compensation program in place for other non-employee directors, as previously disclosed by the Partnership in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Mr. Turbidy will enter into the Partnership’s standard form of indemnification agreement pursuant to which the Partnership is required to indemnify Mr. Turbidy against certain liabilities that may arise by reason of his service as a director and to advance certain expenses to him. The form of the indemnification agreement has been filed as Exhibit 10.26 to the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
Mr. Turbidy fills the vacancy on the Board resulting from the previously announced death of Brian Goebel, who served as a member of the Board and on the Board’s Audit Committee (including as its chair), Compensation Committee and Environmental, Health & Safety Committee until his passing. Upon Mr. Turbidy’s appointment, the Partnership regained compliance with the applicable NYSE listing standards, which require that the audit committee of a NYSE-listed company consist of at least three members, each of whom is an independent director. On March 17, 2026, the Board also appointed existing director and Audit Committee member Alexander Nickolatos as the chair of the Board’s Audit Committee.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective as of March 17, 2026, the General Partner executed Amendment No. 2 (the “Amendment”) to the Partnership’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). The Amendment amends the definition of “Conflicts Committee” in the Partnership Agreement to clarify the directors who are eligible to serve on a conflicts committee of the General Partner’s Board. In addition, the Amendment amended the Partnership Agreement to reflect the change in the Partnership’s registered agent to Corporation Service Company and its registered office to 251 Little Falls Drive, Wilmington, Delaware 19808. The Amendment was adopted pursuant to Section 13.1(a) and Section 13.1(d)(i) of the Partnership Agreement, and, as determined by the General Partner in its sole discretion, does not adversely affect the Partners (as defined in the Partnership Agreement) (including any particular class of Partnership Interests (as defined in the Partnership Agreement) as compared to other classes of Partnership Interests) in any material respect.
The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Exhibit Description | ||||
| 3.1 | |||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 18, 2026
| CVR Partners, LP | |||||
| By: CVR GP, LLC, its general partner | |||||
| By: | /s/ Dane J. Neumann | ||||
| Dane J. Neumann | |||||
| Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | |||||
Exhibit 3.1
Execution Version
AMENDMENT NO. 2 TO THE
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CVR PARTNERS, LP
This Amendment No. 2 (“Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of CVR Partners, LP, a Delaware limited partnership (the “Partnership”), is entered into effective March 17, 2026, by CVR GP, LLC, a Delaware limited liability company and general partner of CVR Partners, LP (the “General Partner”), to amend the Second Amended and Restated Agreement of Limited Partnership of CVR Partners, LP dated April 13, 2011, as heretofore amended (the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
RECITALS
WHEREAS, Section 13.1(a) of the Partnership Agreement provides that the General Partner, without the approval of any other Partner, may amend any provision of the Partnership Agreement to reflect a change in the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;
WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any other Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and
WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that, to the extent not covered by Section 13.1(a) of the Partnership Agreement, the following amendment to the Partnership Agreement does not adversely affect the Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.
NOW, THEREFORE, it is hereby agreed as follows:
1.Amendment.
(A) The definition of Conflicts Committee in Section 1.1 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
"Conflicts Committee" means a committee of the Board of Directors composed entirely of one or more directors who are not (a) officers or employees of the General Partner, (b) officers, directors or employees of any Affiliate of the General Partner or (c) holders of any ownership interest in the General Partner or any of its Affiliates, including any Group
Member, other than holders of (i) Common Units and (ii) awards that are granted to such director under the Long Term Incentive Plan, and who also meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by (i) the National Securities Exchange on which any class of Partnership Interests are listed or admitted to trading or (ii) if no class of Partnership Interests is so listed or traded, by the New York Stock Exchange, Inc.
(B) Section 2.3 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, Delaware 19808, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Corporation Services Company. The principal office of the Partnership shall be located at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479 or such other place as the General Partner may from time to time designate by notice to the Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479 or such other place as the General Partner may from time to time designate by notice to the Partners.
2.Ratification of Partnership Agreement. Except as expressly amended hereby, the Partnership Agreement is hereby ratified and confirmed, and shall continue in full force and effect.
3.Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, with all rights and remedies being governed by such laws without regard to the principles of conflicts of law.
[signature page follows]
IN WITNESS WHEREOF, the General Partner has executed and delivered this Amendment as of the date first written above.
GENERAL PARTNER:
CVR GP, LLC
By: /s/ Melissa M. Buhrig_________
Printed Name: Melissa M. Buhrig
Title: Executive Vice President, General Counsel & Secretary