IEP 10-K & 10-Q changes, risk factors and insider trading

In addition, in past years through the present, Mr. Icahn from time to time has had and currently has borrowings from lenders and has pledged assets he owns personally, directly or through his affiliates, to secure these loans, which pledged assets include Icahn Enterprises depositary units and interests in the Investment Funds. The number of depositary units and the amount of interests in the Investment Funds owned personally by Mr. Icahn, directly or through his affiliates, pledged to secure these loans has been substantial and has fluctuated over time as a result of the amount of outstanding principal amount of the loans, the market price of the depositary units, the value of the Investment Fund interests, and other factors. As of December 31, 2024,2025, Mr. Icahn and his affiliates have pledged 450,788,170549,400,539 depositary units and approximately $1.1$568 billionmillion of interests in the Investment Funds. Neither Icahn Enterprises nor any of its subsidiaries are party to these loans. Mr. Icahn amended and restated his loan agreements in July of 2023 (as amended and restated, the “Loan Agreement”), extending the maturity of certain of the previous loans, amending certain covenants, and providing for a principal payment of $500 million that was made prior to September 1, 2023, quarterly principal payments of $87.5 million beginning in September 2024, and a final principal payment of $2.6 billion at the end of the term.. On JulyAugust 2,13, 2024,2025, Mr. Icahn and his affiliates entered into Amendment No. 13 to the Loan Agreement (“Amendment No. 13”). Among other changes, Amendment No. 13 extended the maturity of the Loan Agreement to July 20272028 and correspondingly extended the payment due dates under the Loan Agreement,Agreement and amended certain covenants,covenants. providedIn forconnection awith Amendment No. 3, Mr. Icahn paid approximately $300 million to the principal paymentof the loan. As of approximatelythe $453date millionof Amendment No. 3, in connection with the execution of Amendment No. 1, and provided for additional quarterly principal payments of $87.5 million during the additional term of the Loan Agreement. In addition, Amendment No. 1 provides for the pledging byAgreement, Mr. Icahn ofhas pledged (i) depositary units of IEP owned by Mr. Icahn, (ii) interests owned by Mr. Icahn in the Investment Funds, and (iii) certain other collateral unrelated to IEP or the Investment Funds. Neither IEP nor any of its subsidiaries is a party to the Loan Agreement or the amendments to the Loan Agreement. The terms of the Loan Agreement require that distributions paid upon, or proceeds from sales of, pledged depositary units be used to prepay the loans or be pledged as additional collateral. Pursuant to the terms of the Loan Agreement, a margin call may only be triggered in the event that the loan-to-value ratio set forth in the Loan Agreement is not maintained.

Mr. Icahn may sell depositary units or make withdrawals from the Investment Funds in order to satisfy payment obligations under the Loan Agreements.Agreement. Mr. Icahn has made withdrawals from the Investment Funds in recent months, including in connection with the principal payment made in connection with Amendment No. 1 to the Loan Agreements, and may make additional withdrawals in the future, in order to repay a portion of his loans and for other purposes. In the event Mr. Icahn makes withdrawal requests from the Investment Funds, the Investment Funds may satisfy such withdrawal requests with cash or cash equivalents on hand, proceeds from sales of assets held by the Investment Funds or capital contributions from the Company, which could adversely affect the value of the assets held by the Investment Funds as well as the liquidity available to the Company.

We believe that we have been and are properly treated as a partnership for U.S. federal income tax purposes. This allows us to pass through our income and deductions to our partners. However, the Internal Revenue Service (“IRS”) could challenge our partnership status and we could fail to qualify as a partnership for past years as well as future years. Qualification as a partnership involves the application of highly technical and complex provisions of the Internal Revenue Code, as amended. For example, a publicly traded partnership is generally taxable as a corporation unless 90% or more of its gross income is “qualifying” income, which includes interest, dividends, oil and gas revenues,revenues and certain other income from minerals, natural resources and specified energy resources, real property rents, gains from the sale or other disposition of real property, gain from the sale or other disposition of capital assets held for the production of interest or dividends, and certain other items. We believe that in all prior years of our existence at least 90% of our gross income was “qualifying” income and we intend to structure our business in a manner such that at least 90% of our gross income will constitute “qualifying” income this year and in the future. However, there can be no assurance that such structuring will be effective in all events to avoid the receipt of more than 10% of non-qualifying income. We have repurchased certain of our outstanding senior notes, and the board of directors has approved the repurchase by the Company of up to an additional $500 million of our outstanding senior notes, and if such debt is repurchased at a discount, we may recognize cancellation of indebtedness (“COD”) income, which, in some circumstances, may not be considered “qualifying” income. If less than 90% of our gross income constitutes “qualifying” income, we may be subject to corporate tax on our net income plus possible state taxes. Further, if less than 90% of our gross income constituted “qualifying” income for past years, we may be subject to corporate level tax plus interest and possibly penalties. In addition, if we become required to register under the Investment Company Act, it is likely that we would be treated as a corporation for U.S. federal income tax purposes. The cost of paying federal and possibly state income tax, either for past years or going forward could be a significant liability and would reduce our funds available to make distributions to holders of units, and to make interest and principal payments on our debt securities. To meet the “qualifying” income test, we may structure transactions in a manner which is less advantageous than if this were not a consideration, or we may avoid otherwise economically desirable transactions.

Our investment strategy considers various tax related impacts. Past or future legislative proposals have been or may be introduced that, if enacted, could have a material and adverse effect on us. For example, past proposals have included taxing publicly traded partnerships, such as us, as corporations and introducing substantive changes to the definition of “qualifying” income, which could make it more difficult or impossible to for us to meet the exception that allows publicly traded partnerships generating “qualifying” income to be treated as partnerships (rather than corporations) for U.S. federal income tax purposes. If certain proposals were enacted, Mr. Icahn or his estate could become subject to additional U.S. federal income tax. The imposition of such additional tax, or the potential for such additional tax to be implemented, may result in Mr. Icahn or his estate selling our depositary units. Further, the market may anticipate sales by Mr. Icahn or his estate even if Mr. Icahn or his estate is not selling, or has no plans to sell, our depositary units.

The Organization for Economic Cooperation and Development (“OECD”) issuedhas new guidelines, known aspublished “Pillar Two,Two” tomodel implementrules, which adopt a 15% global corporate minimum tax to address gaps in current tax laws and ensure that largefor multinational enterprises paywith aaverage minimumrevenues levelin excess of tax€750 in the countries in which they operate.million. Countries may implement the OECD Pillar Two model rules as issued, in a modified form or not at all. A number of countries have passed legislation enacting certain parts of the OECD’s Pillar Two frameworkmodel rules effective as of January 1, 2024 and additional countries have enacted the framework effective as of January 1, 2025. OECD Pillar Two could have a material impact on our effective tax rate and result in higher cash tax liabilities depending on which countries enact minimum tax legislation and in what manner. We are continuing to evaluate the Pillar Two model rules and related developments and their potential impact on future periods, including the side-by-side safe harbor package for U.S.-based multinationals released by the OECD/G20 Inclusive Framework in January 2026, which offers a streamlined compliance pathway for large multinational enterprises.

As a result of the more than 80% ownership interest in us by Mr. Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase and(and, prior to their termination, of ACF Industries LLC (“ACF”), as further described below). All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2024.2025. If the plans were voluntarily terminated, the Viskase plan would be underfunded by approximately $21$19 million as of December 31, 2024.2025. These results are based on the most recent information provided by the plans’ actuaries. These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, we would be liable for any failure of Viskase or ACF to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase or ACF pension plans. In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans.

We are a limited partnership and a ‘‘“controlled company’’company” within the meaning of the Nasdaq rules and as such are exempt from certain corporate governance requirements.

We are a limited partnership and ‘‘“controlled company’’company” pursuant to Rule 5615(c) of the Nasdaq listing rules. As such we have elected, and intend to continue to elect, not to comply with certain corporate governance requirements of the Nasdaq listing rules, including the requirements that a majority of the board of directors consist of independent directors and that independent directors determine the compensation of executive officers and the selection of nominees to the board of directors. We do not maintain a compensation or nominating committee and do not have a majority of independent directors. Accordingly, while we remain a controlled company and during any transition period following a time when we are no longer a controlled company, the Nasdaq listing rules do not provide the same corporate governance protections applicable to stockholders of companies that are subject to all of the Nasdaq listing requirements.

On May 2, 2023, a firm published a report making allegations about the Company in an attempt to drive down the market price of our depositary units, and the price of our depositary units declined significantly after the publication of this report, has continued to trade at lower prices than before the report, and the market for our depositary units has been highly volatile since the publication of the report. Short selling is the practice of selling securities that the seller does not own but may have borrowed with the intention of buying identical securities back at a later date. The short seller hopes to profit from a decline in the value of the securities between the time the securities are borrowed and the time they are replaced. As it is in the short seller’s best interests for the price of the securities to decline, many short sellers (sometimesometimes known as “disclosed shorts”) publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects to create negative market momentum. Although traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called “research reports” that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts. These short attacks have, in the past, led to selling of securities in the market. Further, these short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S. and they are not subject to certification requirements imposed by the SEC. Companies that are subject to unfavorable allegations, even if untrue, may have to expend a significant amount of resources to investigate such allegations and/or defend themselves, including securityholder suits against the company that may be prompted by such allegations, and we have already expended significant resources and management time in response to the short seller report. As further described below, as a result of the short seller report, we have become the subject of suits and government inquiries prompted by the allegations made by the short seller, and future short seller reports could prompt additional lawsuits or investigations.

AfterWe thehave publicationreceived of the short seller report in May of 2023, we received,previously, and may receive additional,in putativethe future securities class action lawsuits and alawsuits, derivative complaint. While these actions have been dismissed, we may in the future receive additional lawsuitscomplaints, or complaints making similar or related allegations. We also received requests for informationinquiries from the staff of the Division of Enforcement of the SEC andSEC, the U.S. Attorney’s officeoffice, for the Southern District of New York, relating to, amongor other things,regulators. our corporate governance, capitalization, securities offerings, the sufficiency of our disclosure, including with respect to Mr. Icahn’s loans and pledges of depositary units and other assets, dividends, the valuation of our assets, marketing materials, due diligence and other materials. See Item 3 of Part I, “Legal Proceedings,” of this Report. We can provide no assurance as to the outcome or resolution of any pending or potential legal or administrative actions or investigations, and suchSuch actions and investigations maycould result in administrative orders against us, the imposition of penalties and/or fines against us, damages awards against us, and/or the imposition of sanctions against certain of the Company'sCompany’s current or former officers, directors and/or employees. Resolution of these types of matters can be prolonged and costly, and the ultimate results or judgments are uncertain due to the inherent uncertainty in the outcomes of litigation and other proceedings.

Our notes include a maintenance covenant that requires us to maintain a specified ratio of unencumbered assets compared to our total outstanding principal amount of unsecured indebtedness. Upon the closing of our secured debt offering in November of 2024, which was secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, subject to customary exceptions, we granted a lien in favor of our existing noteholders. Accordingly,However, all of our notes are now secured and, as a result, will beare excluded from the calculation of the ratio test under these maintenance covenants, and we nodo longernot have a material amount of unsecured indebtedness. As a result, we and our subsidiaries will have substantially more capacity under these maintenance covenants to incur additional unsecured indebtedness than we would if our notes were unsecured (but subject to the other covenants in the indentures governing our senior notes that restrict our ability and that of the guarantor of the notes, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness).

Our failure to comply with the covenants under any of our debt instruments, including our indentures governing our senior notes (including our failure to comply as a result of events beyond our control, including the change in the fair value of our investment in the Investment Funds) may trigger a default or event of default under such instruments, and the collateral agent for the noteholders may proceed against the collateral securing the notes. Our notes issued in November of 2024 are secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, subject to customary exceptions, and we have granted a security interest to the collateral to the holders of our other existing senior notes. If there were an event of default under one of our debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately, or the collateral agent may seek to foreclose against the collateral securing the notes. In addition, any event of default or declaration of acceleration under one debt instrument could result in an event of default and declaration of acceleration under one or more of our other debt instruments. It is possible that, if the defaulted debt is accelerated, our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments and we cannot assure you that we would be able to refinance or restructure the payments on those debt securities, or avoid a foreclosure against the assets securing the notes.

Our operating subsidiaries, particularly within our Energy segment, may become subject to catastrophic loss, which may cause operations to shut down or become significantly impaired. Our operating subsidiaries may also be subject to liability for hazards for which they cannot be insured, which could exceed policy limits or against which they may elect not to be insured due to high premium costs. Examples of such risks include but are not limited to industrial accidents, environmental hazards, power outages, equipment failures, structural failures, flooding, unusual or unexpected geological conditions and severeextreme weather conditions, among others. Such risks have become even more heightened in recent years as a result of the effects of climate change. These events may damage or destroy properties, production facilities, transport facilities and equipment, as well as lead to personal injury or death, environmental damage, including natural resource damage, waste from intermediary products or resources, production or transportation delays and monetary losses or legal liability. Such damages are not limited to our operations or our employees and could significantly impact the surrounding areas. Operations at our subsidiaries could be curtailed, limited or completely shut down for an extended period of time, or indefinitely, as a result of one or more unforeseen events and circumstances, which may or may not be within our control, and which may not be adequately insured. Any one of these events and circumstances could have a material adverse impact on our operations, financial condition and cash flows.

In addition, new environmental laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement of laws and regulations or other developments could require our businesses to make additional unforeseen expenditures. Measures to address climate change and reduce greenhouse gasgases (“GHGs”) could affect our operations by requiring increased operating and capital costs, limiting GHG emissions and/or increasing taxes on GHG emissions. In addition, on the state level, in October 2023, California recently passedenacted the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that willis being challenged in court but if the state prevails would impose broad climate-related disclosure obligations on certain companies doing business in California, starting in 2026. Other states, like New York, have started to take steps to promulgate similar climate-related disclosure laws. There is also increased regulatory interest in per- and polyfluoroalkyl substances (“PFAS”). OnIn AugustApril 26, 2022,2024,, the U.S. Environmental Protection Agency (“EPA”) issuedfinalized a proposalrule to designatedesignating two PFAS compounds as hazardous substances under CERCLA.CERCLA, Subsequently,which became effective on July 8, 2024, though it remains subject to challenge in the D.C. Circuit Court of Appeals by several industry groups. The outcome of that litigation is uncertain and could affect the scope or implementation of the rule. In addition, on February 8, 2024, EPA had proposed to amend RCRA to include nine PFAS, their salts and their structural isomers to its list of hazardous constituents. IfThat proposal has not yet been finalized. As a result of the CERCLA designation, and if additional PFAS compounds are designated as hazardous substances under CERCLA or are listed as hazardous constituents or otherwise become regulated under RCRA, the EPA couldmay have expanded the abilityauthority to order the investigation and remediation of those compounds.compounds, The EPA could also have the authorityand to reopen closed sites which are shown to be impacted by these PFAS compounds.compounds, Thiswhich could leadresult toin increased monitoring obligations and potential liability related thereto.liabilities. If we are subject to those additional requirements and need to incur additional cost in connection therewith, if we are unable to maintain sales of our products at a price that reflects such increased costs, or if there is a reduced demand for our products, there could be a material adverse effect on our business, financial condition and results of operations. Many of these climate change and environmental laws and regulations are becoming increasingly stringent, and new or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change and GHG emissions, could affect the operation of our properties or result in significant additional expense and restrictions on our business operations, including as a result of the cost of compliance with these requirements, which can be expected to increase over time. The requirements to be met, as well as the technology and length of time available to meet those requirements, continue to develop and change. These expenditures or costs for environmental compliance could have a material adverse effect on our operating subsidiaries’ results of operations, financial condition and profitability. Certain of our subsidiaries’ facilities operate under a number of federal and state environmental permits, licenses and approvals with terms and conditions containing a significant number of prescriptive limits and performance standards in order to operate. These environmental permits, licenses, approvals, limits and standards require a significant amount of monitoring, record keeping and reporting in order to demonstrate compliance with the underlying permit, license, approval, limit or standard. Non-compliance or incomplete documentation of our subsidiaries’ compliance status may result in the imposition of fines, penalties and injunctive relief. Additionally, there may be times when certain of our subsidiaries are unable to meet the standards and terms and conditions of our environmental permits, licenses and approvals due to operational upsets or malfunctions, which may lead to the imposition of fines and penalties or operating restrictions that may have a material adverse effect on their ability to operate their facilities and accordingly on our consolidated financial position, results of operations or cash flows. Refer to Note 19, “Commitments and Contingencies,” to the consolidated financial statements for additional discussion of environmental matters affecting our businesses.

The EPA has promulgated the Renewable Fuel Standards (“RFS”), which requires refiners to either blend “renewable fuels,” such as ethanol and biofuel, into their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending. Under the RFS, the volume of renewable fuels that refineries like Coffeyville and Wynnewood are obligated to blend into their finished petroleum products is adjusted annually by the EPA. The petroleum business is not able to blend the substantial majority of its transportation fuels, so it has to purchase RINs on the open market as well as waiver credits for cellulosic biofuels from the EPA, or receive exemptions in order to comply with the RFS. The price of RINs became extremely volatile when the EPA’s proposed renewable fuel volume mandates approached and exceeded the “blend wall.” The blend wall refers to the point at which the amount of ethanol blended into the transportation fuel supply exceeds the demand for transportation fuel containing such levels of ethanol. The blend wall is generally considered to be reached when more than 10% ethanol by volume (“E10”) is blended into gasoline transportation fuel.

The petroleum business cannot predict the future prices of RINs. The price of RINs has been extremely volatile in the past. The cost of RINs is dependent upon a variety of factors, which include the availability of RINs for purchase, the price at which RINs can be purchased, transportation fuel production levels, the mix of the petroleum business’ petroleum products, as well as the fuel blending performed at the refineries and downstream terminals, all of which can vary significantly from period to period. However, the costs to obtain the necessary number of RINs and waiver credits fluctuates and could be material, if the price for RINs and waiver credits increases. Additionally, because the petroleum business does not produce renewable fuels, increasing the volume of renewable fuels that must be blended into its products displaces an increasing volume of the refineries’ product pool, potentially resulting in lower earnings and materially adversely affecting the petroleum business’ cash flows. If the demand for the petroleum business’ transportation fuel decreases as a result of the use of increasing volumes of renewable fuels, increased fuel economy as a result of new EPA fuel economy standards, or other factors, the impact on our Energy segment’s business could be material. If sufficient RINs are unavailable for purchase, if the petroleum business has to pay a significantly higher price for RINs or if the petroleum business is otherwise unable to meet the EPA’s RFS mandates, or if the RFS program is modified, curtailed or subject to further regulatory or judicial changes, our Energy segment’s business, financial condition and results of operations could be materially adversely affected.

The COVID-19 pandemic had, and any futureFuture pandemics may have,have a material adverse impact on our and our subsidiaries’ operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in our operating segments. We are unable to predict the extent to which future pandemics and related impacts will adversely impact our business operations, financial performance, results of operations, and financial position.

Changes in economic conditions could adversely affect our financial condition and results of operations. A number of economic factors, including, but not limited to, consumer interest rates, tariffs and global trade policies, consumer confidence and debt levels, retail trends, housing starts, sales of existing homes, the level and availability of mortgage refinancing, and commodity prices, may generally adversely affect our businesses, financial condition and results of operations. Recessionary economic cycles, higher and protracted unemployment rates, increased fuel and other energy and commodity costs, rising costs of transportation and increased tax rates and general inflationary pressures can have a material adverse impact on our businesses, and may adversely affect demand for sales of our businesses’ products, or the costs of materials and services utilized in their operations, and the performance of our Investment Funds. The ongoing conflicts in Ukraine and the Middle East have exacerbated many of these issues, including leading to increased prices of gasoline and distillates as a result of the global increase in commodity prices, which for example, has impacted, and may continue to impact, the input costs for our Energy segment. These factors could have a material adverse effect on our revenues, income from operations and our cash flows.

An increase in inflation could have adverse effects on our results of operationsoperations.

Our operating subsidiaries are operated and managed on a decentralized basis and their software is not integrated with each other or with us. Certain of our subsidiaries are currently undergoing, or in the future may undergo, software implementation and/or upgrades. Software implementation and upgrades are complex, time consuming and require significant resources. Failure to properly implement or upgrade software, including failure to recruit/retain appropriate experts, train employees, implement processes and properly bridge to legacy software, among others,other things, may negatively impact our subsidiaries’ ability to properly operate their businesses and to report internally and externally, including reporting to us. As a result, we may not adequately assess the performance of our subsidiaries, properly allocate resources or report timely and accurate financial results.

Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987 and headquartered in Sunny Isles Beach, Florida. We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises (unless otherwise noted), and investment activity and expenses associated with our Holding Company. References to “we,” “our ,our,” “us” or “the Company” herein include Icahn Enterprises and its subsidiaries, unless the context otherwise requires.

As previously disclosed, we are considering, with CVR Energy, Inc. (“CVR Energy”), potential strategic transactions available to CVR Energy and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”). There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. OnAs Januaryof 8,December 2025,31, 2025 we completed a tender offer to acquire additional shares of CVR Energy’s common stock, purchasing a total of 878,212 shares, bringing our aggregate percentage ownership toown approximately 67% of CVR Energy’s outstanding shares of common stock. To the extent we become the owner of 80% or more70% of the total outstanding sharescommon of CVR Energy, this ownership would allow for tax consolidationstock of CVR Energy withinand approximately 3% of the taxtotal group of American Entertainment Property Corp (“AEPC,” and such tax group, the “AEPC Group”) for U.S. federal income tax purposes. On December 20, 2024, AEPC entered into a Rule 10b5-1 trading plan to purchase up to 320,000outstanding common units of CVR Partners. TheAs planof willDecember terminate31, on2025, JuneCVR 1,Energy, 2025 if not earlier terminated bythrough its terms.subsidiaries, Onheld Februaryapproximately 21, 2025, AEPC entered into a Rule 10b5-1 trading plan to purchase up to 13,356,539 shares37% of CVR Partners’ outstanding common stockunits and 100% of CVI.CVR ThePartners’ plangeneral willpartner terminate on February 21, 2026, if not earlier terminated by its terms.interests.

We invest our proprietary capital through various private investment funds (the “Investment Funds”). As of December 31, 20242025 and 2023,2024, we had investments with a fair market value of approximately $2.7 billion and $3.2 billion, respectively, in the Investment Funds. As of December 31, 20242025 and 2023,2024, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $1.5$908 billionmillion and $2.1$1.5 billion, respectively. During the year ended December 31, 2024, Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $508 million and $250 million from the Investment Funds.Funds for the years ended December 31, 2025 and 2024, respectively. In addition, during the year ended December 31, 2024, the Investment Funds issued a pro-rata distribution of $650 million, including $256 million to Mr. Icahn and his affiliates (excluding us and Brett Icahn) and $394 million to the Holding Company. As of December 31, 2024,2025, Mr. Icahn and his affiliates have pledged approximately$568 $1.1 billionmillion of interests in the Investment Funds.

For the years ended December 31, 2024,2025, 20232024 and 2022,2023, our Investment Funds’ returns were 0.4%, (3.5)%, (16.9)%, and (2.416.9)%, respectively. Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses. The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates.

The following tables setsset forth the performance attribution and net income (loss) for the Investment Funds’ returns for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative investments.

For the year ended December 31, 2024, the Investment Funds’ negative performance was driven by net losses in both our short and long positions. The negative performance of our Investment segment’s short positions was driven primarily by losses in broad market hedge of $261 million, net losses in the utilities, materials and industrials sectors of $222 million and thenet negative performancelosses of certain credit default swap positions of $62 million, offset in part by gains in the energy sector of $302 million. The negative performance of our Investment segment’s long positions was driven primarily by the negative performancelosses in the energy and consumer cyclical sectors of $375 million, offset in part by gains in the utilities sector of $190 million.

The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel that are produced by a refinery (“Refined Products”). The cost to acquire crude oil and other feedstocks and the price for which Refined Products are ultimately sold depend on factors beyond our Energy segment’s control, including the supply of and demand for crude oil, as well as gasoline, distillate, and other refined products, which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibility of imports and exports, the marketing of competitive fuels and the extent of government regulations. Because the petroleum business applies first-in, first-out accounting to value its inventory, crude oil price movements may impact gross margin as a result of changes in the value of its unhedged inventory. The effect of changes in crude oil prices on the petroleum business’ results of operations is partiallyalso influenced by the rate at which the processing of Refined Products adjusts to reflect these changes.

In addition to geopolitical conditions, suchincluding ascontinued theconflicts ongoingand conflicttensions in the Middle East andEast, the impact of the Russia/Ukraine conflict,conflict thereand arerecent developments in Venezuela, including continued political and economic uncertainty and sanctions-related constraints, long-term factors such as the potential for increased tariffs, ongoing and future trade conflicts and the potential changes in U.S. economic trade policy that may impact the demand for and inventory of Refinedrefined Products.products. These factors include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles. The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels, purchase renewable identification numbers (“RINs”),RINs, to the extent available, in lieu of blending, or face liability. The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, the price at which RINs can be purchased, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supportive credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled. The costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including the petroleum business’ obligated-party subsidiaries, biofuels groups and others. Refer to Note 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion of RINs.

TheOngoing conflictand recently proposed changes to the U.S. global trade policy, along with actual and potential international retaliatory measures, have continued to cause volatility in global markets and uncertainty around short and long-term economic impacts in the Middle EastU.S. and around the globe, including concerns over inflation, recession and slowing growth. In addition, the ongoing Russian/Ukraine conflictwar canand significantlyMiddle impactEast conflicts and tensions continue to present significant geopolitical risks with direct implications to the global oil, fertilizer, and agriculture markets. Such conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as enforcement of sanctions, can contribute to further oil price and inventory volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions. The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways.

Net sales for our Energy segment decreased by approximately $1.6$448 billionmillion (18%6%) for the year ended December 31, 20242025 as compared to prior year due to a decrease in our petroleum business’ net sales by approximately$493 $1.4million billion, as well asand a decrease in ourthe renewable business’ net sales by $122$36 millionmillion, andoffset ain decreasepart by an increase in our nitrogen fertilizer business’ net sales by $157$81 million over the comparable period. The decrease in the petroleum business’ net sales was primarily due to lower refinedthroughput product prices resulting from elevated inventory levels and reduced demand along with a decline in salesvolumes as a result of the Wynnewood2025 Coffeyville Refinery fireTurnaround combined with lower gasoline and andistillate unplannedprices, outageoffset atin part by higher revenue from the sales of crude oil in the 2025 period as compared to the 2024 period due to selling crude to manage inventory during the 2025 Coffeyville Refinery.Refinery Turnaround. Our renewables business’ net sales decreased due to reducedthe expiration of the blenders tax credit, offset in part by increased biodiesel RIN prices combined with increased production and sales volume coupled with decreased biodiesel RIN prices resulting from increased renewable diesel supply in the marketvolumes for the year ended December 31, 20242025 as compared to the prior year. Our nitrogen fertilizer business’ net sales decreasedincreased primarily due to unfavorablefavorable UAN and ammonia pricing conditionsconditions, andoffset in part by unfavorable sales volumes.volumes for the year ended December 31, 2025 as compared to the prior year.

Cost of goods sold for our Energy segment decreased by approximately $569$590 million (7%8%) for the year ended December 31, 20242025 as compared to prior year. The decrease was primarily due to declines in our petroleum businessbusiness, mainly due to favorable RFS impacts in the current year and lower production as a result of athe decrease2025 Coffeyville Refinery Turnaround, offset in netpart salesby andaccelerated increaseddepreciation RFScaused expenses,by netthe ofRDU RINS sales, of $42 million, which includes unfavorable RINs liability revaluation of $195 million.reversion. Gross profit for our Energy segment declinedincreased by $1.1$142 billionmillion for the year ended December 31, 20242025 as compared to prior year. Gross margin as a percentage of net sales was 2%4% and 13%2% for the year ended December 31, 20242025 and 2023,2024, respectively. The declineincrease in gross margin for the Energy segment was primarily attributable to the petroleum business, asmainly adue resultto offavorable lowerRFS impacts and higher refining margins driven by decreasedimproved gasoline and distillate crack spreads, unfavorableas well as lower inventory levels and favorable derivative impacts in the current year, offset in part by lower sales volume impacts related to unplanned outagesvolumes and increasedunfavorable RFSinventory expensesvaluation impacts in the current year.

Our Automotive segment has been in the process of a multi-year transformation plan. As part of this plan, our Automotive segment completed the separation of certain of its Automotive Services and Aftermarket Parts businesses into two separate operating companies. Auto Plus, which operated the majority of our Aftermarket Parts business, began operating in locations owned and leased by the AftermarketAutomotive Services business from 2021 until 2023.

In January 2023, Auto Plus filed a voluntary bankruptcy petition seeking relief under Chapter 11 of the Bankruptcy Code, resulting in theits cessation of operations and deconsolidation, which reduced our Automotive segment’s assets. Our results of operations for the year ended December 31, 2023 include the results of Auto Plus prior to its deconsolidation as of January 31, 2023. Following the bankruptcy, Auto Plus exited the Automotive Services locations within which it operated. We fully exited the Aftermarket Parts business in the first quarter of 2025.

In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases,leases inpreviously whichutilized by the Aftermarket Parts business formerly operated.business. During this multi-year transformation planplan, the Automotive segment willhas continuecontinued investing capital to repurpose these locations for future multi-tenant useuse. In October and November 2025, we anticipateexecuted future revenue streams. Duringon the fourthnext quarterphase of 2024,the transformation plan in which the Automotive segment reachedtransferred agreementthe majority of its owned real estate to the Real Estate segment. The Real Estate segment also assumed the existing leases with athird tenantparty totenants terminate a group of leases effective as of March 31, 2025. The termination will result in an increase in Automotive Services’ available and excess real estate. As part of this transaction, we received an early termination payment of $42 million, resulting in a $38 million gain forfrom the quarter.transferred While we can re-lease the locations, it will delay the transformation plan and result in reduced cash flow over the lease-up period.properties.

Net sales and other revenues from operations for our Automotive segment for the year ended December 31, 20242025 decreased by $240$44 million (14%3%) as compared to the comparable prior year period. The decrease was attributable to athe decreasestrategic in Automotive Services revenueclosure of $128underperforming locations of $40 million (8%), mainly due to reduced consumer spending on automotive repairs and maintenance. The decrease was also due to a decrease in Aftermarket Parts revenue of $112 million (82%), due to the winding downexit of the Aftermarket Parts business resultingof from$23 million which was completed in the deconsolidationfirst quarter of Auto2025, Plusoffset asin part by increased product pricing of January$20 31, 2023.million.

Cost of goods sold and other expenses from operations for the year ended December 31, 20242025 decreased by $129$17 million (11%2%) as compared to the comparable prior year period. The decrease was primarily driven by lower net sales relatedattributable to reduced consumercosts spendingfrom onclosed automotivestores repairsof and$29 maintenance at our Automotive Services business and decreased aftermarket parts sales related tomillion, the winding downexit of the Aftermarket Parts business.business of $16 million, offset in part by increased service labor costs of $33 million. Gross profit on net sales and other revenue from operations for the year ended December 31, 20242025 decreased by $111$27 million (23%7%) as compared to the comparable prior year period. Gross profit as a percentage of net sales and other revenue from operations was 26%25% and 29%26% for the years ended December 31, 20242025 and 2023,2024, respectively.

Net sales for the year ended December 31, 20242025 decreased $42$40 million (9%10%) as compared to the comparable prior year period. The decrease was due to ana decrease of $25$9 million in price and product mix and a decrease of $17$37 million due to lower volume.volume, offset in part by favorable effects of foreign exchange of $6 million. Cost of goods sold for the year ended December 31, 20242025 decreased by $16$9 million (5%3%) as compared to the comparable prior year period due to lower absorption of manufacturing costs resulting from lower sales volume. Gross margin as a percentage of net sales was 17%10% and 21%17% for the year ended December 31, 20242025 and 2023,2024, respectively.

Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporatecommercial tenants, the development and sale of single-family homes, and the operations of a resort and twoa country clubs.club. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations. Results from operations at investment properties and our country clubsclub are included in other revenues from operations in our consolidated statements of operations. RevenueNet sales and other revenues from ouroperations realfor estatethe year ended December 31, 2025 was primarily derived from resort and country club operations. Net sales and other revenues from operations for the year ended December 31, 2024 and 2023, was primarily derived from the salesales of single-family homeshomes, resort and country club operations.

Net sales for the year ended December 31, 20242025 decreased by $48$20 million (70%95%) as compared to the comparable prior year period. The decrease was primarily due to the one-time sale of a $17 million investment property in the prior year period and a decrease in single-family home sales as inventory is nearly fully sold at one country club.sales. Cost of goods sold for the year ended December 31, 20242025 decreased $33$14 million (69%93%) compared to the prior year period primarily due to the sale of an investment property which had a cost basis of $11 milliondecrease in thesingle-family priorhome year.sales. Gross margin as a percentage of net sales was 29%0% and 30%29% for the years ended December 31, 20242025 and 2023,2024, respectively.

Other revenues from operations for the year ended December 31, 20242025 increaseddecreased by $2$17 million (3%23%) as compared to the comparable prior year period.period primarily due to the sale of a country club in the second quarter of 2025. Other expenses from operations for the year ended December 31, 20242025 increaseddecreased $5 million (8%7%) compared to the comparable prior year period primarily due to higherthe expensessale related toof a full year of country club operations, compared to only three months in the priorsecond year.quarter of 2025.

Net sales for the year ended December 31, 20242025 increaseddecreased by $1$6 million (1%) compared to the comparable prior year period. Cost of goods sold for the year ended December 31, 2024 decreased $3 million (2%3%) compared to the comparable prior year period mostly due to lower demand from our retail business. Cost of goods sold for the year ended December 31, 2025 increased $4 million (3%) compared to the comparable prior year period mostly due to higher material costs and improvedunfavorable manufacturing efficiency.variances. Gross margin as a percentage of net sales was 23%18% and 21%23% for the years ended December 31, 20242025 and 2023,2024, respectively.

Pursuant to previously announced settlement agreements, at the end of 2024 a competitor became, and in the2025, secondtwo halfcompetitors of 2025 a second competitor will be, permitted to launchlaunched competing generic products to the patent-protectedpatent protected weight loss treatment sold within our Pharma segment in the United States, which has caused, and we anticipate will causecontinue to cause, a moderate reduction of prescription volume in the retail pharmacy market in the United States. In the third quarter of 2024, ourThe Pharma segment beganhas sellinglaunched certainits productsweight toloss wholesalerstreatment in the UAE and pharmaciesin several EU countries including Poland, Denmark, Finland, Sweden and Iceland. Additionally, launches in Europe.twelve other European countries and six additional countries in the Middle East are planned. We anticipate these new launches will eventually offset the lost revenue in the US.

Net sales for the year ended December 31, 20242025 increaseddecreased by $12$6 million (13%6%) compared to the comparable prior year period primarily due to higherincreased prescriptiongeneric growthcompetition in the anti-obesity market resulting in increaseddecreased sales. Cost of goods sold for the year ended December 31, 20242025 decreasedincreased $1$5 million (2%9%) compared to the comparable prior year period primarily due to improvedproduct inventory management.mix. Gross margin as a percentage of net sales was 48%39% and 40%48% for the years ended December 31, 20242025 and 2023,2024, respectively.

Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for the years ended December 31, 20242025 and 2023, and a loss on deconsolidation of one of its subsidiaries and a credit loss on its related party note receivable for the year ended December 31, 2023.2024.

The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition. This section should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q for the period ended MarchJune 31,30, 2026 (this “Report”), as well as our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 25, 2026.

Icahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”). Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is indirectly owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of MarchJune 31,30, 2026 representing an aggregate 1.99% general partner interest in Icahn Enterprises and Icahn Enterprises Holdings. Mr. Icahn and his affiliates owned approximately 86%87% of Icahn Enterprises’ outstanding depositary units as of MarchJune 31,30, 2026.

In February 2026, CVR Energy, Inc. (“CVR Energy”) completed the issuance of $1 billion aggregate principal amount of senior notes, consisting of $600 million of 7.50% senior notes due February 2031 and $400 million of 7.875% senior notes due February 2034. The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 at a redemption price equal to 104.250% of the principal amount in February 2026, resulting in a $28 million loss on extinguishment of debt in the threesix months ended MarchJune 31,30, 2026, (ii) fundedfund the partial redemption of $217 million of CVR Energy’s existing $400 million in aggregate principal amount of 5.75% senior unsecured notes due 2028 at par in February 2026, resulting in a less than $1 million loss on extinguishment of debt in the threesix months ended MarchJune 31,30, 2026, and (iii) repaidrepay the aggregate principal balance of CVR Energy’s senior secured term loan facility (the “Term Loan”), resulting in a $3 million loss on extinguishment of debt in the threesix months ended MarchJune 31,30, 2026.

In January 2026, Viskase completed an equity private placementsplacement whereby we acquired an additional 25,862,069 shares of Viskase common stock for a purchase price of $15 million.

On June 20, 2025, Viskase, our majority-owned subsidiary, entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Enzon Pharmaceuticals, Inc. (“Enzon”), of which we owned approximately 49% of its outstanding shares of common stock, par value $0.01 per share (the “Enzon Common Stock”) and approximately 98% of its outstanding Series C Non-Convertible Redeemable Preferred Stock, $0.01 par value per share (“Enzon Preferred Stock”). Pursuant to the terms of the Merger Agreement, (i) a wholly-owned subsidiary of Enzon agreed to merge with and into Viskase, with Viskase surviving the merger as a wholly-owned subsidiary of Enzon (the “Merger”) and (ii) upon consummation of the Merger, each share of Viskase’s common stock, par value $0.01 per share (the “Viskase Common Stock”) issued and outstanding immediately prior to the consummation of the Merger (other than certain specified shares) is automatically converted into the right to receive a number of shares of Enzon Common Stock equal to the exchange ratio set forth in the Merger Agreement. In connection with execution of the Merger Agreement, we entered into a support agreement with Enzon and Viskase, pursuant to which we agreed to, among other things, convert our Enzon Preferred Stock into Enzon Common Stock for a number of shares of Enzon Common Stock equal to the aggregate liquidation preference of such shares of Enzon Preferred Stock, divided by the volume-weighted average price of Enzon Common Stock on the “OTCQB” tier of the OTC for the 20 trading days preceding October 24, 2025. The Merger was consummated on March 26, 2026. As a result of the Merger, the combined company now operates under the name “Viskase Holdings, Inc.” and as of June 30, 2026, we own approximately 94% of the outstanding common stock of the combined company.

As previously disclosed, we are considering, with CVR Energy, potential strategic transactions available to CVR Energy and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”). There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. As of MarchJune 31,30, 2026 we own approximately 71% of the total outstanding common stock of CVR Energy and approximately 3% of the total outstanding common units of CVR Partners. As of MarchJune 31,30, 2026, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

Investment Fund RedemptionRedemptions

Potential supply chain disruptions, geopolitical and economic instability, volatility in energy prices, the impacts of increasing electric vehicles and liquid natural gas and other improvements in fuel efficiencies and changes in regulatory policies could adversely affect operations, in particular in our Energy segment. Our ability to generate sufficient cash from our operating activities in the current commodity price environment, sell non-core assets, access capital markets, incur additional debt or take any other action to improve our liquidity is subject to the risks discussed in this Quarterly Report on Form 10-Q and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, and depends on our future operational performance, which is subject to general economic, political, financial, competitive, and other factors, some of which may be beyond our control. Furthermore, shifts in demand and tightening credit market conditions could impact our financial stability. IncreasedFluctuating tariffs, both by the U.S. and globally, ongoing and future trade conflicts and changes in U.S. economic trade policy, and economic uncertainty has led to increased volatility. The impact of tariffs and associated impacts on global trade have not significantly affected our operating businesses as of MarchJune 31,30, 2026.

We invest our proprietary capital through variousour private investment funds (“Investment Funds”). As of MarchJune 31,30, 2026 and December 31, 2025, we had investments with a fair market value of approximately $2.2$2.0 billion and $2.7 billion, respectively in the Investment Funds. As of MarchJune 31,30, 2026 and December 31, 2025, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $665$591 million and $908 million, respectively. As of MarchJune 31,30, 2026, Mr. Icahn and his affiliates have pledged approximately $371$330 million of interests in the Investment Funds.

Our Investment segment’s results of operations are reflected in net income in the condensed consolidated statements of operations. Our Investment segment’s net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr. Icahn’s son. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future. Changes in general market conditions coupled with changes in exposure to short and long positions have a significant impact on our Investment segment’s results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of Marchand 31,subsequent to June 30, 2026.

For the three months ended MarchJune 31,30, 2026 and 2025, our Investment Funds’ returns were (8.210.9)% and (8.40.5)%, respectively. For the six months ended June 30, 2026 and 2025, our Investment Funds’ returns were (18.2)% and (8.8)%, respectively. Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses. The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates.

The following tables set forth the performance attribution and net income (loss) for the Investment Funds’ returns for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative instruments.

For the three months ended MarchJune 31,30, 2026, the Investment Funds’ performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The performance of our Investment segment’s short positions was primarily driven by net losses from broad market hedges of $332 million and net losses in the energy sector of $425$99 million related to losses on refining hedges, which represent certain equity and commodity derivative positions intended to serve as economic hedges against the value of CVR Energy. The performance of our Investment segment’s long positions was primarily driven by net gains from the utilitiesconsumer, sectorcyclical and industrials sectors of $118$136 million.

For the three months ended MarchJune 31,30, 2025, the Investment Funds’ performance was primarily driven by net losses in longshort positions, offset in part by net gains in long positions. The performance of our Investment segment’s short positions.positions was driven primarily by net losses from broad market hedges of $147 million and net losses in the energy sector of $81 million. The performance of our Investment segment’s long positions was primarily driven by net losses from the healthcare, consumer, cyclical and industrials sectors of $529 million, offset in part by net gains from the utilitiesconsumer cyclical sector of $119$144 million. The performance of our Investment segment’s short positions was primarily driven by gains from broad market hedges of $85 million, offset in part by net losses in the utilities and energy sectors of $78 million.

Our Energy segment is primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 91%92% and 90%89% of our Energy segment’s net sales for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

In addition to geopolitical conditions, including continuedongoing conflicts and tensions in the Middle East,East the impact ofand the Russia/Ukraine conflict and recent developments in Venezuela,conflict, including continued political and economic uncertainty and sanctions-related constraints, long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S. economic trade policy may also impact the demand for and inventory of refined products. The recent escalation of conflicts in the Middle East, including the U.S.-Israel and Iran war,East has contributed to increased volatility in global energy, oil and fertilizer markets by disrupting supply chains, key trade routes, including the Strait of Hormuz, and commodity pricing, which may impactadversely affect the Energy segment’s results of operations. Additional factors that may impact the demand for and inventory of refined products include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles. The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels or, to the extent available, purchase renewable identification numbers (“RINs”) in lieu of blending, or face liability. The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supportive credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled. The costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including the petroleum business’ obligated-party subsidiaries, biofuels groups and others. Refer to Note 17, “Commitments and Contingencies,” to the condensed consolidated financial statements for further discussion of RINs.

Ongoing and recently proposed changes to the U.S. global trade policy, along with actual and potential international retaliatory measures, have continued to cause volatility in global markets and uncertainty around short and long-term economic impacts in the U.S. and around the globe, including concerns over inflation, recession and slowing growth. In addition, the ongoing Russian/Ukraine war and Middle East conflicts and tensions continue to present significant geopolitical risks with direct implications to the global oil, fertilizer, and agriculture markets. Such conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as enforcement of sanctions, can contribute to further oil price and inventory volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions. The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our Energy business, operations, and cash flows in unforeseen ways.

Net sales for our Energy segment increased by $334$977 million (20%55%) for the three months ended MarchJune 31,30, 2026 as compared to the comparable prior year period primarily due to an increase in our petroleum business’ net sales of $325$978 million and an increase in our nitrogen fertilizer business’ net sales of $37$35 million over the comparable period.million. The increase in the petroleum business’ net sales was driven by higher throughput volumes in the current period as a result of the planned major maintenance turnaround at CVR Energy’s Coffeyville refinery (the “2025 Coffeyville Refinery Turnaround”) in the prior period combined with higher gasoline and distillate prices, offset in part by lower revenue from sales of crude oil in 2026 due to inventory management activities during the 2025 Coffeyville Refinery Turnaround and lower gasoline prices.Turnaround. Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) and ammonia sales prices and favorable ammonia sales volumes,prices, offset in part by decreased UAN and ammonia sales volumes.

Cost of goods sold for our Energy segment increased by $347$793 million (20%43%) for the three months ended MarchJune 31,30, 2026 as compared to the comparable prior year period. The increase was primarily from our petroleum business, mainly due to higher petroleum throughput volumes as a result of the 2025 Coffeyville Refinery Turnaround in the prior periodperiod, an increase in the cost of RFS compliance in the current period, and unfavorable derivatives impact of $195$80 million,million resulting primarily from losses on open crack swap positions in the current period, offset in part by favorable inventory valuation impacts of $120$19 million, primarily related to an increase in crude oil prices in the current period compared to a decrease in price in the previous period. Gross lossprofit for our Energy segment increased by $13$184 million for the three months ended MarchJune 31,30, 2026 as compared to the comparable prior year period. Gross margin was 4% and (64)% for each of the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively.

Our Automotive segment has been in the process of a multi-year transformation plan. As part of this plan, our Automotive segment completed the separation of certain of its Automotive Services and Aftermarket Parts businesses into two separate operating companies. Auto Plus, which operated the majority of our Aftermarket Parts business, began operating in locations owned and leased by the Automotive Services business from 2021 until 2023. We exited the Aftermarket Parts business in the first quarter of 2025. In July of 2026, Icahn Automotive entered into the Pep Boys Purchase Agreement, pursuant to which we will sell Pep Boys to Mavis.

In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases previously utilized by the Aftermarket Parts business. During this multi-year transformation plan, the Automotive segment has continued investing capital to repurpose these locations for future multi-tenant use. In October and November 2025, we executed on the next phase of the transformation plan in which the Automotive segment transferred the majority of its owned real estate to the Real Estate segment. The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties. The Real Estate segment will continue to hold this real estate following the completion of the sale of Pep Boys pursuant to the Pep Boys Purchase Agreement, and lease the properties to Mavis.

Net sales and other revenues from operations for our Automotive segment for the three months ended MarchJune 31,30, 2026 decreased by $11$14 million (3%4%) as compared to the comparable prior year period. The decrease was primarily due to the strategic closure of underperforming locationslocations, ofwhich $16reduced revenues by $12 million in the current period, offset in part by price increases of $5 million.period.

Cost of goods sold and other expenses from operations for the three months ended MarchJune 31,30, 2026 decreased by $27$16 million (11%6%) as compared to the comparable prior year period. The decrease was mostly attributable to reduced costs from closed stores of $15$8 million and decreased labor costs from closed stores of $5 million. Gross profit for the three months ended MarchJune 31,30, 2026 increased by $16$2 million (20%2%) from the comparable prior year period. Gross margin was 29% and 24%27% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

During the first quarter of 2025, the segment commenced implementation of a restructuring plan designed to enhance operational efficiency and margin performance. The plan includes the consolidation of our North American facilities into a single, centralized location, along with investments in upgraded equipment at that facility. These actions are intended to support increased production volumes while reducing costs and waste. Implementation of the plan is causing interim disruption, but its objective is to maintain global production capability while achieving improved cost structure. The restructuring activities are expected to bewere substantially completed during the first half of 2026. However, we do not expect the segment to realize the efficiency and performance gains from the restructuring until later in 2026, if at all.

Net sales for the three months ended MarchJune 31,30, 2026 decreased $7 million (7%) as compared to the comparable prior year period. The decrease was primarily due to lowervolume-related volumesdecreases of $13$11 million, offset in part by favorable effects of foreign exchange of $4 million and an increase in price and product mix of $3 million and favorable foreign exchange of $1 million. Cost of goods sold for the three months ended MarchJune 31,30, 2026 decreased $2$7 million (8%) as compared to the comparable prior year period primarily due to lower volume.volumes of product sold due to temporary capacity constraints. Gross margin as a percentage of net sales was 10%13% and 15%12% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to commercial tenants, the development and sale of single-family homes, and the operations of a resort and a country club. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations. Results from operations at investment properties and our country club are included in other revenues from operations in our consolidated statements of operations. Net sales and other revenues from operations for the three and six months ended MarchJune 31,30, 2026 was primarily derived from the sale of single-family homes, resort and country club operations. Net sales and other revenues from operations for the three months ended March 31, 2025 was primarily derived from resort and country club operations.

In the fourth quarter of 2025, our Automotive segment completed the transfer of a group of owned real estate properties to our Real Estate segment. Following the transfer, the Real Estate segment assumed control of the properties and will manage and lease them as part of its ongoing operations. The Real Estate segment will lease properties to the Automotive segment, which will not impact consolidated cash flows or other revenues from operations but will result in increased cash inflows to the Real Estate segment. The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties. The Real Estate segment will continue to hold this real estate following the completion of the sale of Pep Boys pursuant to the Pep Boys Purchase Agreement, and lease the properties to Mavis.

Net sales for the three months ended MarchJune 31,30, 2026 increaseddecreased $3$1 million (100%) as compared to the comparable prior year period due to ana increasedecrease in single-family home sales. Cost of goods sold for the three months ended MarchJune 31,30, 2026 increaseddecreased $3$1 million (100%) as compared to the prior year period due to ana increasedecrease in single-family home sales. Gross margin as a percentage of net sales was 0% and 0% for both the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively.

Other revenues from operations for the three months ended MarchJune 31,30, 2026 increased $1$2 million (6%12%) as compared to the comparable prior year period due to higher rental revenues. Other expenses from operations for the three months ended MarchJune 31,30, 2026 increased by $3$6 million (19%35%) as compared to the comparable prior year period.period due to higher lease expenses related to the transfer of properties from the Automotive segment.

Net sales for the three months ended MarchJune 31,30, 2026 decreased by $2$3 million (5%7%) as compared to the comparable prior year period mostly due to lower demand from our retail business. Cost of goods sold for the three months ended MarchJune 31,30, 2026 increaseddecreased $1$4 million (3%12%). Cost of goods sold was negatively impacted fromby the Iran war which resulted in lower production and higher unabsorbed costs. These unfavorable impacts were largely offset by a $4 million refund related to tariffs imposed under the International Emergency Economic Powers Act (“ IEEPA”), which favorably reduced cost of goods sold during the period. Gross margin as a percentage of net sales was 18%26% and 24%21% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Pursuant to previously announced settlement agreements, in 2025, two competitors launched competing generic products to the patent protected weight loss treatment sold within our Pharma segment in the United States, which has caused, and we anticipate will continue to cause, a moderate reduction of prescription volume in the retail pharmacy market in the United States. The Pharma segment has launched its weight loss treatment in the UAE and in several EU countries including Poland, Denmark, Finland, Sweden and Iceland. Additionally, launches in twelve other European countries and six additional countries in the Middle East are planned. We anticipate these new launches will eventually offset the lost revenue in the US.United States.

Net sales for the three months ended MarchJune 31,30, 2026 decreased $8$18 million (35%55%) as compared to the comparable prior year period primarily due to increased generic competition in the anti-obesity market resulting in decreased sales. Cost of goods sold for the three months ended MarchJune 31,30, 2026 decreased $4$7 million (44%) as compared to the comparable prior year period primarily due to decreased sales. Gross margin as a percentage of net sales was 40% and 43%52% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for each of the three and six months ended MarchJune 31,30, 2026 and 2025.

Our consolidated selling, general and administrative costs during the three months ended MarchJune 31,30, 2026 increaseddecreased by $8$4 million (4%2%) as compared to the comparable prior year period. The increasedecrease was primarily due to higherlower costs in the Automotive segment of $4 million mostlyprimarily related to increasedlower payrollmarketing expenses.

Our consolidated interest expense during the three months ended MarchJune 31,30, 2026 decreased by $5$8 million (4%6%) as compared to the comparable prior year period. The decrease was primarily due to lower interest expense in our InvestmentEnergy segment of $5$4 million attributable to changeslower borrowing costs resulting from our Energy segment’s debt refinancing activities in shortthe exposurefirst composition, offset in part by higher interest expense in our Holding Company segmentquarter of $3 million.2026.

As of MarchJune 31,30, 2026, our Holding Company had cash and cash equivalents of approximately $624$381 million and total debt of approximately $4.4 billion. The anticipated closing of the Pep Boys Transaction in the coming months is expected to provide additional cash to the Holding Company. As of MarchJune 31,30, 2026, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.2$2.0 billion. Following the end of the second quarter, the value of our investments in the Investment Funds have declined to approximately $1.7 billion as of July 31, 2026. We may redeem our direct investment in the Investment Funds upon notice. See “Investment Segment Liquidity,” including under “Investment Funds Redemptions,” below for additional information with respect to our Investment segment liquidity. See “Consolidated Cash Flows” below for additional information with respect to our Holding Company liquidity.

In February,February 2026, we redeemed all outstanding 6.250% senior notes due 2026, at par, using cash on hand.

The indentures governing our senior notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. In addition, the indentures require that on each quarterly determination date, Icahn Enterprises and the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein. Upon the closing of our secured debt offering in November of 2024, all of our notes are now secured and, as a result, will beare excluded from the calculation of the ratio test under these covenants. As a result, we no longer have a material amount of unsecured indebtedness, and we and our subsidiaries have substantially more capacity under these covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict the ability of the Issuers and the Guarantor, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness). The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates. Additionally, each of the 5.250% senior notes due 2027,2027 (the “2027 Notes”), the 4.375% senior notes due 2029, the 10.000% senior notes due 2029 and the 9.000% senior notes due 2030 are subject to optional redemption premiums in the event we redeem any of the notes prior to six months before maturity. The 9.750% senior notes due 2029 are subject to optional redemption premiums in the event we redeem these notes prior to three months before maturity. If we do not refinance the 2027 Notes prior to their maturity in May of 2027, we anticipate that we would be able to repay the balance of the 2027 Notes by redeeming some or all of our interests in the Investment Funds along with using cash at the Holding Company. In addition, we could also seek additional financing sources.

As of MarchJune 31,30, 2026 and December 31, 2025, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of MarchJune 31,30, 2026, based on covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness; however, we are permitted to issue new notes in connection with debt refinancings of existing notes.

On MayAugust 4,3, 2026, the Board of Directors of the general partner of Icahn Enterprises GP (the “Board”) declared a quarterly distribution in the amount of $0.50 per depositary unit, which will be paid on or about JuneSeptember 25,23, 2026 to depositary unitholders of record at the close of business on MayAugust 18,17, 2026. Depositary unitholders will have until JuneSeptember 12,11, 2026 to make a timely election to receive either cash or additional depositary units. If a unitholder does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary units. Depositary unitholders who elect to receive (or who are deemed to have elected to receive) additional depositary units will receive units valued at the volume weighted average trading price of the units during the five consecutive trading days ending JuneSeptember 22,18, 2026. Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any unitholders electing to receive (or who are deemed to have elected to receive) depositary units.

From time to time Icahn Enterprises enters into open market sale agreements providing for the sale of depositary units under its ongoing “at-the-market” offering program. As of MarchJune 31,30, 2026, Icahn Enterprises may sell depositary units for up to an additional $363 million in aggregate gross proceeds pursuant to the open market sale agreement entered into on August 26, 2024 (the “2024 Open Market Sale Agreement”). No assurance can be made that any or all amounts will be sold during the term of the agreement, and we have no obligation to sell additional depositary units under the 2024 Open Market Sale Agreement. Depending on market conditions, we may continue to sell depositary units under the 2024 Open Market Sale Agreement, and, if appropriate, enter into a new open market sale agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing 2024 Open Market Sale Agreement. Our ability to access remaining capital under our “at-the-market” program may be limited by market conditions at the time of any future potential sale. There can be no assurance that any future capital will be available on acceptable terms or at all under this program.

On May 9, 2023, the Board of Directors of the General Partner approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $500 million worth of any of our outstanding fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness. The repurchases of senior notes or depositary units may be done for cash from time to time in the open market, through tender offers or in privately negotiated transactions upon such terms and at such prices as management may determine. The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the Board of Directors of Icahn Enterprises GP.Board. On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Repurchase Program, we were reauthorized to repurchase up to $500 million worth of our outstanding fixed-rate senior notes, in addition to the $269 million we repurchased prior to the Board’s reapproval of the Repurchase Program. During the threesix months ended MarchJune 31,30, 2026, the Company did not repurchase any of the Company’s depositary units or fixed-rate senior notes under the Repurchase Program. Repurchased notes are extinguished but not retired when held in treasury. We remain authorized to repurchase up to $450 million of our senior notes and up to $500 million of our outstanding depositary units, in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.