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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-26 · 86 added, 89 removed, 628 unchanged (22% of the section changed)

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As of December 31, 2025, Mr.

Icahn and his affiliates have pledged 450,788,170 depositary units and approximately $1.1 billion of interests in the Investment Funds.

Icahn and his affiliates have pledged 549,400,539 depositary units and approximately $568 million of interests in the Investment Funds.

Neither Icahn Enterprises nor any of its subsidiaries are party to these loans.

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 July 2, 2024, Mr.

Icahn amended and restated his loan agreements in July of 2023 (as amended

and restated, the “Loan Agreement”).

On August 13, 2025, Mr.

Icahn and his affiliates entered into Amendment No.

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Among other changes, Amendment No.

1 extended the maturity of the Loan Agreement to July 2027 and correspondingly extended the payment due dates under the Loan Agreement, amended certain covenants, provided for a principal payment of approximately $453 million 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 by Mr.

Icahn of (i) depositary units of IEP owned by Mr.

3 extended the maturity of the Loan Agreement to July 2028 and correspondingly extended the payment due dates under the Loan Agreement and amended certain covenants.

In connection with Amendment No.

Icahn paid approximately $300 million to the principal of the loan.

As of the date of Amendment No.

3, in connection with the Loan Agreement, Mr.

Icahn has 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.

Unlike the previous loan agreements, for purposes of the loan-to-value ratio set forth in the Loan Agreement, the value of the pledged depositary units will be calculated based upon the Company’s indicative net asset value rather than

the market price of the depositary units.

Only a significant decline in the Company’s indicative net asset value, or the value of the interests in the Investment Funds, could result in margin calls.

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While we are confident in our investment strategy and ability to continue to grow our investment portfolio through a refocused activist strategy, and in the effectiveness of our hedges, which are designed to avoid fluctuations in the value of our portfolio, successful execution of our activist investment activities and other aspects of our business involves many risks (including those set forth herein), some of which are out of our control.

Icahn may sell depositary units or make withdrawals from the Investment Funds in order to satisfy payment obligations under the Loan Agreements.

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.

Icahn may sell depositary units or make withdrawals from the Investment Funds in order to satisfy payment obligations under the Loan Agreement.

Icahn has made withdrawals from the Investment Funds in recent months, 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.

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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, 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.

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.

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.

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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.

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 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.

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Icahn or his estate is not selling, or has no plans to sell, our depositary units.

The Organization for Economic Cooperation and Development (“OECD”) issued new guidelines, known as “Pillar Two,” to implement a 15% global corporate minimum tax to address gaps in current tax laws and ensure that large multinational enterprises pay a minimum level of tax in the countries in which they operate.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of tax treatment for certain business provisions.

As regulations in respect of OBBBA develop in the future, we will continue to assess the impact on us.

The Organization for Economic Cooperation and Development (“OECD”) has published “Pillar Two” model rules, which adopt a 15% global corporate minimum tax for multinational enterprises with average revenues in excess of €750 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 framework 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 currently cannot predict the outcome of these or other legislative proposals, including, if enacted, their impact on our operations and financial position.

A number of countries have passed legislation enacting certain parts of the OECD’s Pillar Two model rules effective as of January 1, 2024 and January 1, 2025.

OECD Pillar Two could have a material impact on our effective t ax 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.

Holders of depositary units may be required to pay tax on their share of our income even if they did not receive cash distributions from us.

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Any distributions to our unitholders that were in excess of the total net taxable income our unitholders were allocated for a unit will decrease their tax basis in that unit.

As a result of the reduced basis, a unitholder will recognize a greater amount of income if the unit is later sold for an amount greater than such unit’s basis.

As a result of the reduced basis, a unitholder will recognize a greater amount of income if the unit is later sold for an amount greater than such unit’s

A portion of the amount realized, whether or not representing gain, may be ordinary income to the selling unitholder due to potential recapture items.

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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 ACF Industries LLC (“ACF”).

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.

Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase (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 plans have been met as of December 31, 2025.

If the plans were voluntarily terminated, the Viskase plan would be underfunded by approximately $19 million as of December 31, 2025.

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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.

As members of the controlled group, we would be liable for any failure of Viskase to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase 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.

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Nonetheless, Starfire may not be able to fund its indemnification obligations to us.

With respect to the ACF pension plans, on January 31, 2025, the Executive Committee of ACF approved a resolution to terminate its qualified pension plans, which were frozen and no longer accrued benefits.

As of December 31, 2024, the fair value of this plan’s assets exceeded its benefit obligations.

The termination of the plan was effective January 31, 2025 and liquidation of the plan is expected to be completed in 2026 or early 2027.

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

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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.

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.

Certain members of our management team may be involved in other business activities that may involve conflicts of interest.

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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 (sometime 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.

As it is in the short seller’s best interests for the price of the securities to decline, many short sellers (sometimes 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.

These short attacks have, in the past, led to selling of securities in the market.

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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.

After the publication of the short seller report in May of 2023, we received, and may receive additional, putative securities class action lawsuits and a derivative complaint.

While these actions have been dismissed, we may in the future receive additional lawsuits or complaints making similar or related allegations.

We also received requests for information from the staff of the Division of Enforcement of the SEC and the U.S.

Attorney’s office for the Southern District of New York, relating to, among other things, 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 such actions and investigations may 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's current or former officers, directors and/or employees.

We have received previously, and may receive in the future securities class action lawsuits, derivative complaints, or inquiries from the SEC, the U.S.

Attorney’s office, or other regulators.

Such actions and investigations could 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’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.

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Our current businesses and businesses that we acquire may not generate sufficient cash to service our outstanding indebtedness.

In addition, we may not generate sufficient cash flow from operations or investments and future borrowings may not be available to us in an

amount sufficient to enable us to service our outstanding indebtedness or to fund our other liquidity needs.

In addition, we may not generate sufficient cash flow from operations or investments and future borrowings may not be available to us in an amount sufficient to enable us to service our outstanding indebtedness or to fund our other liquidity needs.

We may need to refinance all or a portion of our outstanding indebtedness on or before maturity.

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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, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these maintenance covenants, and we no longer 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 (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).

However, all of our notes are secured and, as a result, are excluded from the calculation of the ratio test under these maintenance covenants, and we do not have a material amount of unsecured indebtedness.

As a result, we and our subsidiaries 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 contained under any of our debt instruments, including the indentures governing our senior notes (including our failure to comply as a result of events beyond our control), could result in an event of default or a foreclosure upon the collateral securing the notes that would materially and adversely affect our financial condition.

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.

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Icahn were to sell, or otherwise transfer, some or all of his interests in us to an unrelated party or group, as a result of a merger, foreclosure, changes in tax laws, changes to his estate, or otherwise, a change of control could be deemed to have occurred under the terms of the indentures governing our senior notes, which would require us to offer to repurchase all outstanding senior notes at 101% of their principal amount plus accrued and unpaid interest, special interest, if any, and liquidated damages, if any, to the date of repurchase.

However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes.

it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes.

We have made significant investments in the Investment Funds and negative performance of the Investment Funds may result in a significant decline in the value of our investments.

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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, son of Mr.

Icahn and his

affiliates and by Brett Icahn, son of Mr.

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.

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These investments will be subject to the risk that the company in which the investment is made may make business, financial or management decisions with which our Investment segment disagree or that the majority of stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve the best interests of the Investment Funds.

In addition, the Investment Funds may make investments in which it shares control over the investment with co-investors, which may make it more difficult for it to implement its investment approach or exit the investment when it otherwise would.

In addition, the Investment Funds may make investments in which it shares control over the investment with co-investors, which may make it more

difficult for it to implement its investment approach or exit the investment when it otherwise would.

If any of the foregoing were to occur, the values of the investments by the Investment Funds could decrease and our Investment segment revenues could suffer as a result.

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The Investment Funds may also leverage their investment return with options, short sales, swaps, forwards and other derivative instruments.

The amount of borrowings that the

Investment Funds may have outstanding at any time may be substantial in relation to their capital.

The amount of borrowings that the Investment Funds may have outstanding at any time may be substantial in relation to their capital.

While leverage may present opportunities for increasing the Investment Funds’ total return, leverage may increase losses as well.

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or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.

presidential administration has different regulatory priorities than the prior

administration, which could lead to changes to the regulations impacting our business or the enforcement priorities of the agencies charged with enforcing those regulations.

presidential administration has different regulatory priorities than the prior administration, which could lead to changes to the regulations impacting our business or the enforcement priorities of the agencies charged with enforcing those regulations.

Such changes may limit the scope of investment activities that may be undertaken by the Investment Funds’ managers.

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Investments of this type may involve substantial financial, legal and business risks that can result in substantial, or at times even total, losses.

The market prices of such securities are subject to abrupt and erratic market movements and above-average price volatility.

The market prices of such securities are subject to abrupt and erratic market movements and above-average price

It may take a number of years for the market price of such securities to reflect their intrinsic value.

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The risk is theoretically unlimited unless the option is covered.

If it is covered, the Investment Funds would forego the opportunity for profit on the underlying security should the market price of the security rise above the exercise price.

Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk and operations risk.

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The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of exchange-based markets.

This exposes the Investment Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Investment

Fund to suffer a loss.

Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Investment Funds have concentrated their transactions with a single or small group of their counterparties.

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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 severe weather conditions, among others.

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 extreme weather conditions, among others.

Such risks have become even more heightened in recent years as a result of the effects of climate change.

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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 gas (“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, California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, starting in 2026.

Measures to address climate change and reduce greenhouse gases (“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 enacted the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that is 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”).

On August 26, 2022, the U.S.

Environmental Protection Agency (“EPA”) issued a proposal to designate two PFAS compounds as hazardous substances under CERCLA.

Subsequently, on February 8, 2024, EPA proposed to amend RCRA to include nine PFAS, their salts and their structural isomers to its list of hazardous constituents.

If PFAS compounds are designated as hazardous substances under CERCLA or hazardous constituents under RCRA, the EPA could have the ability to order the investigation and remediation of those compounds.

The EPA could also have the authority to reopen closed sites which are shown to be impacted by these PFAS compounds.

This could lead to increased monitoring obligations and potential liability related thereto.

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.

In April 2024,, the U.S.

Environmental Protection Agency (“EPA”) finalized a rule designating two PFAS compounds as hazardous substances under CERCLA, 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.

That 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, EPA may have expanded the authority to order the investigation and remediation of those compounds, and to reopen closed sites which are shown to be impacted by these PFAS compounds, which could result in increased monitoring obligations and potential related 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.

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.

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Non-compliance or incomplete documentation of our subsidiaries’ compliance status may result in the imposition of fines, penalties and injunctive relief.

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.

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.

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Environmental Protection Agency Renewable Fuel Standard, with respect to our Energy segment, could have a material adverse effect on our financial condition and results of operations.

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.

The EPA 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.

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The blend wall is generally considered to be reached when more than 10% ethanol by volume (“E10”) is blended into gasoline transportation fuel.

Recent regulatory developments, including EPA’s rescission of the GHG endangerment finding under the Clean Air Act and related actions affecting EPA’s authority to regulate GHG emissions, have introduced additional uncertainty regarding the scope of EPA’s authority and the manner in which it administers programs that rely in part on lifecycle GHG analyses, including the RFS.

Although the RFS program remains in effect as a statutory mandate, changes in EPA’s interpretation of its authority, judicial decisions addressing EPA’s GHG regulatory authority, or future legislative or regulatory actions could affect the manner in which renewable volume obligations are established, fuel pathways are evaluated, or other aspects of the RFS are implemented.

We cannot predict the ultimate outcome or the impact of these developments on our results of operations.

The petroleum business cannot predict the future prices of RINs.

The price of RINs has been extremely volatile in the past.

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.

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.

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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, our Energy segment’s business, financial condition and results of operations could be materially adversely affected.

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.

Commodity derivative contracts, particularly with respect to our Energy segment, may limit our potential gains, exacerbate potential losses and involve other risks.

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Such events have had and continue to have a negative impact on the results of operations and balance sheet of our Automotive segment.

If we are unable to implement these initiatives efficiently and

effectively, or if these initiatives are unsuccessful, our consolidated financial condition, results of operations and cash flows could be adversely affected.

If we are unable to implement these initiatives efficiently and effectively, or if these initiatives are unsuccessful, our consolidated financial condition, results of operations and cash flows could be adversely affected.

Certain of our subsidiaries have operations in foreign countries which expose them to risks related to economic and political conditions, currency fluctuations, import/export restrictions, regulatory and other risks.

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As a result, fluctuations in the U.S.

Dollar against foreign currencies will affect the value at which the results of these entities are included within our consolidated results.

Dollar against

foreign currencies will affect the value at which the results of these entities are included within our consolidated results.

Our businesses are exposed to a risk of loss from changes in foreign exchange rates whenever they, or one of their foreign subsidiaries, enters into a purchase or sales agreement in a currency other than its functional currency.

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Our subsidiaries’ indebtedness could:

● limit their ability to borrow money for working capital, capital expenditures, debt service requirements or other corporate purposes, guarantee additional debt or issue redeemable, convertible of preferred equity;

● limit their ability to make distributions or prepay their debt, incur liens, enter into agreements that restrict distributions from restricted subsidiaries, sell or otherwise dispose of assets (including capital stock of subsidiaries), enter into transactions with affiliates and merge, consolidate or sell substantially all of their assets;

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Recruiting and retaining qualified personnel is important to all of our operations.

Although we have adequate personnel for the current business environment, unpredictable increases in demand for goods and services may exacerbate the risk of not having

sufficient numbers of trained personnel, which could have a negative impact on our consolidated financial condition, results of operations or cash flows.

The COVID-19 pandemic had, and any future pandemics may 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.

Although we have adequate personnel for the current business environment, unpredictable increases in demand for goods and services may exacerbate the risk of not having sufficient numbers of trained personnel, which could have a negative impact on our consolidated financial condition, results of operations or cash flows.

Future pandemics may 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 .

Our and our subsidiaries’ operations and financial performance were negatively impacted by the COVID-19 pandemic that caused a global slowdown of economic activity, disruptions in global supply chains and significant volatility and disruption of financial markets, and we and our subsidiaries may also be negatively impacted by any future pandemics.

Our consolidated results of operations and financial condition have recently been impacted primarily by the net declines in fair value of investments held by our Investment segment and the Holding Company as well as disruptions or delays in supply chains, increased interest rates, and reduced economic activity with respect to our Energy segment.

The impact on our businesses has also included the acceleration of planned store closures in our Automotive segment, which has contributed to the Chapter 11 filing of Auto Plus, lowering forecasts across various segments and recording write-downs to inventories and other assets.

In addition, any future pandemic may subject our and our subsidiaries’ operations, financial performance and financial condition to a number of additional operational-related, market-related and liquidity- and funding-related risks.

Future pandemics may also have the effect of heightening many of the other risks described in the risk factors set forth herein.

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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.

The 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 operations.

Inflation in the United States increased beginning in the second half of 2021 and continued through the first half of 2023, due to a substantial increase in money supply, a stimulative fiscal policy, a significant rebound in consumer demand as COVID-19 restrictions were relaxed, the Russia-Ukraine conflict, increased conflict in the Middle East, and worldwide supply chain disruptions resulting from the economic contraction caused by COVID-19 and lock downs followed by a rapid recovery.

While the rate of inflation has decreased since that period, it has continued at higher levels and an increase in inflation as a result of these or other factors could have a negative impact on our consolidated financial condition, results of operations or cash flows.

Inflation has fluctuated in recent years and remains subject to volatility, due to a range of macroeconomic and geopolitical factors.

An increase in inflation as a result of these or other factors could adversely affect our operating costs, pricing, consumer demand, purchasing power, and overall cost structure, and could have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

We and our subsidiaries are subject to cybersecurity and other technological risks that could disrupt our information technology systems and adversely affect our financial performance.

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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, may negatively impact our subsidiaries’ ability to properly operate their businesses and to report internally and externally, including reporting to us.

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 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.

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There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities, and other groups, to promote the divestment of securities of companies in the energy industry, as well as to pressure lenders and other financial services companies to limit or curtail activities with companies in the energy industry.

gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives, and investors and investor groups changing their ESG priorities.

As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry, although in recent years “anti-ESG” sentiment has gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives, and investors and investor groups changing their ESG priorities.

If we and our Energy segment are unable to meet the ESG standards or investment, lending, ratings, or other policies set by these parties as they continue to fluctuate or change, we may lose investors, investors may allocate a portion of their capital away from us, our cost of capital may increase, the price of our securities may be negatively impacted and our reputation may also be negatively affected.

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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 1A. Risk Factors