CVR PARTNERS, LP 8-K

What Happened

• CVR Partners, LP announced the death of Board member Brian A. Goebel on February 20, 2026. Mr. Goebel joined the Board in October 2025 and served as an independent director, chair of the Audit Committee, and member of the Compensation and Environmental, Health & Safety Committees.
• Following his death the Board is reduced to five members (two independent directors) and the Audit Committee is reduced to two members (both independent), creating non-compliance with the NYSE Listed Company Manual Section 303A.07(a), which requires an audit committee of at least three independent directors.
• The Partnership notified the NYSE on February 25, 2026; the NYSE confirmed the Partnership’s non-compliance on March 3, 2026. The Partnership is searching for a new independent director to join the Board and Audit Committee and expects to announce a replacement as soon as reasonably practicable.

Key Details

• Director: Brian A. Goebel — date of death: February 20, 2026; Board member since October 2025.
• Board size after death: 5 members; independent directors: 2.
• Audit Committee size after death: 2 members; NYSE requirement: at least 3 independent members (Listed Company Manual Sec. 303A.07(a)).
• Notice timeline: Partnership notified NYSE on Feb 25, 2026; NYSE acknowledged non-compliance on Mar 3, 2026.

Why It Matters

• This is a governance and listing-compliance issue: the Partnership is temporarily out of compliance with NYSE rules for audit committee composition until it appoints a qualifying independent director.
• For investors, the key implications are procedural — the Partnership must fill the vacancy to regain compliance; the filing does not announce any trading suspension, delisting action, or financial impact at this time.
• The speed and choice of the new independent director could matter to investors concerned about board oversight, audit committee strength, and overall corporate governance.