CVR Partners, LP Reports NYSE Non-Compliance After Sudden Director Death

Key Highlights

• Unexpected Passing of Board Member: Brian A. Goebel, independent director and chair of the Audit Committee, died on February 20, 2026.
• Immediate Impact on Board Composition: The company’s Audit Committee now lacks the minimum three independent members required by NYSE rules.
• NYSE Notified; Non-Compliance Notice Issued: CVR Partners notified the NYSE of the situation; on March 3, 2026, the NYSE confirmed the company is out of compliance with Section 303A.07(a) of the NYSE Listed Company Manual.
• Ongoing Search for Replacement: The company has begun searching for a new independent director to restore compliance and expects to announce an appointment as soon as “reasonably practicable.”
• Potential Impact on Share Price: Non-compliance with NYSE listing standards, even temporarily, can be material and may affect investor sentiment and share value.

Detailed Article

SUGAR LAND, TX — March 3, 2026 — CVR Partners, LP (NYSE: UAN) has disclosed a significant boardroom development that may have material implications for shareholders and the company’s stock listing status.

Director’s Passing Triggers NYSE Non-Compliance

On February 20, 2026, the company’s Board of Directors suffered the sudden loss of Brian A. Goebel, who had joined as an independent director in October 2025. Mr. Goebel served as the chair of the Audit Committee and was a member of the Board’s Environmental, Health and Safety Committee. His passing immediately reduced the number of independent directors on the Audit Committee to below the minimum required by the New York Stock Exchange (NYSE) Listed Company Manual.

Regulatory and Compliance Implications

According to Section 303A.07(a) of the NYSE Listed Company Manual, companies must maintain an Audit Committee with at least three independent members. CVR Partners notified the NYSE of its non-compliance on February 25, 2026. Subsequently, on March 3, 2026, the NYSE formally notified the company that it was no longer compliant with the audit committee composition requirements.

Company’s Response and Next Steps

The Board of Directors has initiated a search for a new independent director who will also serve on the Audit Committee. The company has stated that it intends to regain compliance as soon as possible and that the new appointee will meet the independence requirements of both Section 10A of the Securities Exchange Act of 1934 (and Rule 10A-3 thereunder) and Section 303A.02 of the NYSE Listed Company Manual.

Once a qualified replacement is appointed, CVR Partners expects to promptly restore compliance with NYSE listing standards.

Potential Impact on Shareholders

• Price Sensitivity: Temporary non-compliance with NYSE listing standards can introduce uncertainty regarding continued listing, potentially impacting the stock’s trading price and investor confidence.
• Risk of Delisting: If the company does not restore compliance within the applicable cure period, the NYSE could initiate delisting proceedings. However, this is not anticipated if a new director is appointed promptly.
• Governance Concerns: Loss of an independent audit committee chair may raise questions about oversight and internal controls until the role is filled.

Investors should monitor further announcements regarding the appointment of a new independent director and any updates from the NYSE regarding the company’s listing status.

Company Background

CVR Partners, LP is a leading producer of nitrogen fertilizers, trading under the symbol UAN on the NYSE. The company is incorporated in Delaware and headquartered in Sugar Land, Texas.

Conclusion

The sudden loss of a key independent director and the resulting non-compliance with NYSE rules are significant events for CVR Partners and its shareholders. While the company is actively working to address the issue, investors should be aware of the potential for share price volatility and governance questions in the interim.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence before making any investment decisions. The author and publisher are not responsible for any losses incurred as a result of reliance on the information provided herein.

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