What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-26 compared with 2025-02-26 · 46 added, 26 removed, 171 unchanged (30% of the section changed)

24 unchanged sentences

Today, we are a diversified holding company owning subsidiaries engaged in seven diversified reporting segments.

As of December 31, 2024, through our Investment segment, we have significant positions in various investments, which include Southwest Gas Holdings, Inc.

(SWX), American Electric Power Company, Inc.

(AEP), Caesars Entertainment Inc.

(CZR), International Flavors and Fragrances Inc.

(IFF) and Bausch Health Companies, Inc.

As of December 31, 2025, through our Investment segment, we have significant positions in various investments, which include American Electric Power Company, Inc.

(AEP), Southwest Gas Holdings, Inc.

(SWX), EchoStar Corp.

(SATS), Centuri Holdings, Inc.

(CTRI) and International Flavors and Fragrances Inc.

Several of our operating businesses started out as investment positions in debt or equity securities, held either directly by us or Mr.

49 unchanged sentences

Our other operating segments derive revenues principally from net sales of various products, primarily within our Energy and Automotive segments, which together accounted for the significant majority of our consolidated net sales for each of the three years in the period ended December 31, 2025.

Our other operating segments’ revenues are also derived through various other revenue streams which primarily consists of automotive services and real estate leasing operations.

Our other operating segments’ revenues are also derived through various other revenue streams which primarily consist of automotive services and real estate leasing operations.

The majority of our consolidated revenues are derived from customers in the United States.

31 unchanged sentences

We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc.

(“CVR Energy”), along with a 2% interest in common units of CVR Partners, LP held outside of CVR Energy.

(“CVR Energy”), along with a 3% interest in common units of CVR Partners, LP (“CVR Partners”) held outside of CVR Energy.

CVR Energy is headquartered in Sugar Land, Texas.

CVR Energy is a reporting company under the Exchange Act and files annual, quarterly and current reports, proxy statements and other information with the SEC that are publicly available.

CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing businesses, the renewable fuels businesses as well as in the nitrogen fertilizer manufacturing and distribution businesses through its holdings in CVR Partners, LP, a publicly traded limited partnership (“CVR Partners”).

CVR Energy is an independent petroleum refiner and marketer of high value transportation fuels primarily in the form of gasoline, diesel, jet fuel and distillates.

CVR Energy is an independent petroleum refiner and is a marketer of high value transportation fuels primarily in the form of gasoline, diesel, jet fuel and distillates.

The renewables business refines renewable feedstocks, such as soybean oil, corn oil, and other related renewable feedstocks, into renewable diesel, and markets renewable products.

CVR Partners produces and markets nitrogen fertilizers in the form of urea ammonium nitrate (“UAN”) and ammonia.

CVR Energy holds 100% of the general partner interest and approximately 37% of the outstanding common units of CVR Partners as of December 31, 2024.

CVR Energy held 100% of the general partner interest and approximately 37% of the outstanding common units of CVR Partners as of December 31, 2025.

As of December 31, 2025, we owned approximately 70% of the total outstanding common stock of CVR Energy and 3% of the outstanding common units of CVR Partners.

Our Energy segment’s net sales for the years ended December 31, 2024, 2023 and 2022 represented approximately 83%, 83% and 81%, respectively, of our consolidated net sales, primarily from the sale of its petroleum products.

Our Energy segment’s net sales for each of the years ended December 31, 2025, 2024 and 2023 represented approximately 83% consolidated net sales, primarily from the sale of its petroleum products.

Products, Raw Materials, Supply and Customers

1 unchanged sentence

Its oil refineries in Coffeyville, Kansas and Wynnewood, Oklahoma have a combined capacity of approximately 206,500 barrels per day (“bpd”).

In April 2022, CVR Energy converted its Wynnewood refinery’s hydrocracker to a renewable diesel unit (“RDU”) with a nameplate capacity of 252,000 bpd, which RDU is also capable of being returned to hydrocarbon service.

In addition to the use of third-party pipelines for the supply of crude oil, CVR Energy has an extensive gathering

system consisting of logistics assets that are owned, leased or part of a joint venture operation.

In April 2022, CVR Energy converted its Wynnewood refinery’s hydrocracker to a renewable diesel unit (“RDU”), which RDU is also capable of being returned to hydrocarbon service.

In addition to the use of third-party pipelines for the supply of crude oil, CVR Energy has an extensive gathering system consisting of logistics assets that

are owned, leased or part of a joint venture operation.

In December 2025, our Energy segment reverted the RDU back to hydrocarbon processing service, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business.

CVR Energy maintains the option to switch back to renewable diesel service if market conditions make it economically favorable to do so.

Petroleum refining product yield includes gasoline, diesel fuel, pet coke and other refined products such as natural gas liquids, asphalt and jet fuel among other products.

Customers for the refining business primarily include retailers, railroads, farm cooperatives and other refiners/marketers.

The refining business’s top customer represented 13% of its net sales for the years ended December 31, 2024 and its top two customers represented 27% and 25% of its net sales for the years ended December 31, 2023 and 2022.

The refining business’s top customer represented 12% and 13% of its net sales for the years ended December 31, 2025 and 2024, respectively, and its top two customers represented 27% of its net sales for the year ended December 31, 2023.

CVR Partners produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops.

5 unchanged sentences

Retailers and distributors are the main customers for UAN, and more broadly, the industrial and agriculture sectors are the recipients of its ammonia products.

CVR Partners’ top customer represented 14% of its net sales for the year ended December 31, 2024 and its top two customers represented 25% and 30% of its net sales for the years ended December 31, 2023 and 2022, respectively.

CVR Partners’ top two customers represented 28% and 25% of its net sales for the years ended December 31, 2025 and 2023, respectively, and its top customer represented 14% of its net sales for the years ended December 31, 2024.

Environmental Regulations

2 unchanged sentences

● restrictions on operations or the need to install and operate enhanced or additional control and monitoring equipment;

● liability for the investigation and remediation of contaminated environmental medial, including soil and groundwater on, in, at, under or from current and former facilities (if any) and for off-site waste disposal locations;

● liability for the investigation and remediation of contaminated environmental media, including soil and groundwater on, in, at, under or from current and former facilities (if any) and for off-site waste disposal locations;

● specifications for the products marketed by the petroleum, renewables and the nitrogen fertilizer businesses, primarily gasoline, diesel and aviation fuels, renewable diesel, UAN and ammonia.

1 unchanged sentence

Failure to comply with these permits, licenses, authorizations, or environmental, health and safety laws, rules and regulations could result in fines, penalties or other sanctions or liabilities or a revocation of CVR Energy’s permits, licenses or authorizations.

In addition, the laws, rules, and regulations to which CVR Energy is subject to are often evolving and many of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal, state or local agencies or courts.

In addition, the laws, rules, and regulations to which CVR Energy is subject to are often evolving and some of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal, state or local agencies or courts.

These laws and regulations could result in increased capital, operating and compliance costs.

3 unchanged sentences

See Item 1A, “Risk Factors” and Note 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion.

We conduct our Automotive segment through our wholly owned subsidiaries, Icahn Automotive Group LLC (“Icahn Automotive”) and AEP PLC LLC (“AEP PLC”).

We conduct our Automotive segment through our wholly owned subsidiary, Icahn Automotive Group LLC (“Icahn Automotive”).

The Automotive segment is headquartered in Bala Cynwyd, Pennsylvania.

The Automotive segment is engaged in providing a full range of automotive repair and maintenance services, along with the sale of any installed parts or materials related to automotive services (“Automotive Services”) to its customers, as well as sales of automotive aftermarket parts and retailed merchandise (“Aftermarket Parts”).

We exited the Aftermarket Parts business in the first quarter of 2025.

In addition to its primary businesses, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases.

In October and November of 2025, our Automotive segment completed the transfer of $465 million 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 Automotive segment entered into fair market value leases with the Real Estate segment for the locations in which it will continue to operate the Automotive Services business.

The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties.

On January 31, 2023, a subsidiary of Icahn Automotive, IEH Auto Parts Holding LLC and its subsidiaries (collectively “Auto Plus”), an Aftermarket Parts distributor held within our Automotive segment, filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

As a result of Auto Plus’ filings for bankruptcy protections on January 31, 2023, we no longer controlled the operations of Auto Plus, and therefore, we deconsolidated Auto Plus as of January 31, 2023.

As a result of Auto Plus’s filings for bankruptcy protections on January 31, 2023, we no longer controlled the operations of Auto Plus, and therefore, we deconsolidated Auto Plus as of January 31, 2023.

See Note 3, “Subsidiary Bankruptcy and Deconsolidation”, for a detailed discussion of the Auto Plus bankruptcy and deconsolidation.

3 unchanged sentences

Over the past decade, consumers have moved away from do-it-yourself (retail) toward do-it-for-me (services) due to increasing vehicle complexity and electronic content, as well as decreasing availability of diagnostic equipment and know-how.

The Automotive segment seeks to provide (i) an extensive selection of product offerings, (ii) competitive pricing, (iii) exceptional in-store service experience, and (iv) superior delivery to its customers.

The Automotive segment seeks to provide (i) an extensive selection of tire and automotive service offerings, (ii) competitive pricing, and (iii) exceptional in-store service experience.

The Automotive segment purchases parts from manufacturers and other distributors for sale in the aftermarket.

2 unchanged sentences

The Automotive segment believes that the relationships that it has established with its suppliers are generally positive.

In the past, the Automotive segment has not experienced difficulty in obtaining satisfactory sources of supply and it believes that adequate alternative sources of supply exist, at similar cost, for the types of merchandise sold in its stores.

In the past, the Automotive segment has not experienced difficulty in obtaining satisfactory sources of supply and it believes

that adequate alternative sources of supply exist, at similar cost, for the types of merchandise used in delivery of its services.

Other Operating Segments

3 unchanged sentences

Approximately 71% of Viskase’s net sales during 2025 were derived from customers outside the United States.

In March, September and December 2025 and January 2026, Viskase completed equity private placements whereby we acquired an aggregate of 57,288,561 additional shares of Viskase common stock for an aggregate of $45 million.

As of December 31, 2025, we owned approximately 93% of the total outstanding common stock of Viskase.

We conduct our Real Estate segment through various subsidiaries.

Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes and the operations of a resort and two country clubs.

Viskase's previously announced merger with Enzon Pharmaceuticals, Inc.

is anticipated to close in the first quarter of 2026.

We conduct our Real Estate segment through various wholly owned subsidiaries.

Our Real Estate segment primarily consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes and the operations of a resort and a country club.

In October and November of 2025, our Automotive segment completed the transfer of $465 million 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 Automotive segment entered into fair market value leases with the Real Estate segment for the locations in which it will continue to operate the Automotive Services business.

The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties.

In August 2025, our Real Estate segment sold certain properties for total consideration of $247 million, including loan origination fees, resulting in a pre-tax gain on disposition of assets of $223 million.

The transaction included seller financing, which is included in related party notes receivable, and a preferred equity method investment included in investments, in our condensed consolidated balance sheet as of December 31, 2025.

We conduct our Home Fashion segment through our wholly owned subsidiary, WestPoint Home LLC (“WPH”).

2 unchanged sentences

We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC, formerly Vivus, Inc.

Vivus is a specialty pharmaceutical company with two approved therapies and two product candidates in active clinical development.

Vivus is a specialty pharmaceutical company with two approved therapies:

one for chronic weight management and the other for the treatment of exocrine pancreatic insufficiency.

In addition, Vivus has two product candidates in active clinical development and two product candidates in early-stage development.

We have an aggregate of 47 employees at our Holding Company and Investment segment.

Our other reporting segments employ an aggregate of approximately 15,000 employees, of which approximately 55% are employed within our Automotive segment, 16% are employed within our Food Packaging segment, 12% are employed within our Home Fashion segment, 11% are employed within our Energy segment and 3% or less are employed at each of our other segments.

Our other reporting segments employ an aggregate of approximately 13,500 employees, of which approximately 55% are employed within our Automotive segment, 15% are employed within our Food Packaging segment, 13% are employed within our Home

Fashion segment, 11% are employed within our Energy segment and 3% or less are employed at each of our other segments.

Approximately 26% of our employees are employed internationally, primarily within our Food Packaging and Home Fashion segments.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business