What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-26 · 237 added, 203 removed, 371 unchanged (54% of the section changed)

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Significant Transactions and Developments

Debt Repurchase, Issuance and Discharge

In April 2024, we sold $12 million in aggregate principal amount of our 6.250% senior notes due 2026 and $5 million in aggregate principal amount of our 5.250% senior notes due 2027, both previously repurchased and held in treasury, in the open market.

In August and September of 2024, we repurchased in the open market approximately $52 million aggregate principal amount of our 6.25% senior notes due 2026, $73 million aggregate principal amount of our 5.25% senior notes due 2027, and $52 million aggregate principal amount of our 4.375% senior notes due 2029 for total cash paid of $168 million and total aggregate principal amount of $177 million of our senior notes repurchased.

The repurchased notes of $177 million aggregate principal were extinguished but were not retired and are held in treasury.

In December 2024, we received $21 million as part of the redemption of our 6.25% senior notes due 2026 held in treasury.

In December 2023, Icahn Enterprises and Icahn Enterprises Finance Corp.

issued $700 million in aggregate principal amount of 9.750% senior notes due 2029.

The net proceeds, together with $376 million of cash and cash equivalents on hand, was used to satisfy and discharge the remaining outstanding 4.750% senior notes due 2024, along with any accrued interest associated with the notes and related fees and expenses.

In May 2024, we issued $750 million in aggregate principal amount of 9.000% senior notes due 2030.

The net proceeds from the issuance were used to redeem the remaining outstanding 6.375% senior notes due 2025 in full on June 13, 2024.

In November of 2024, we issued $500 million in aggregate principal amount of 10.000% senior secured notes due 2029 (the “10% 2029 Notes”).

The net proceeds from the sale of the Notes was approximately $495 million after

deducting the initial purchaser’s discounts and commissions and fees and expenses related to the offering, and were used to partially redeem the our 6.250% Senior Notes due 2026 (the “2026 Notes”) on December 16, 2024.

The 10% 2029 Notes are secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, the guarantor of the 10% 2029 Notes, subject to customary exceptions.

Concurrently with the consummation of the offering of the 10% 2029 Notes, we granted a lien in favor of the holders of the our 2026 Notes, 5.250% Senior Notes due 2027, 4.375% Senior Notes due 2029, 9.750% Senior Notes due 2029 and 9.000% Senior Notes due 2030 (collectively, the “Existing Notes”) such that the Existing Notes are secured equally and ratably with the 10% 2029 Notes, resulting in substantially all of our outstanding debt being secured.

In February 2026, 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 first quarter of 2026, (ii) fund 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 first quarter of 2026, and (iii) repaid the aggregate principal balance of CVR Energy’s senior secured term loan facility (the “Term Loan”), resulting in a $3 million loss on extinguishment in the first quarter of 2026.

In December 2025, our Energy segment reverted the renewable diesel unit (“RDU”) back to hydrocarbon processing service, considering 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 economically incentivized to do so.

In August 2025, the U.S.

Environmental Protection Agency (the “EPA”) issued a decision document to a subsidiary of our Energy segment, Wynnewood Refining Company, LLC (“WRC”), affirming the validity of its previous grant of WRC’s petitions for small refinery hardship relief under the Renewal Fuel Standards (“RFS”) for WRC’s 2017 and 2018 compliance periods, granting 100 percent waivers for WRC’s 2019 and 2021 compliance periods and granting 50

percent waivers for its 2020, 2022, 2023 and 2024 compliance periods (the “2025 SRE Decision”).

Based on this decision, WRC’s obligation for the 2020 through 2024 compliance periods were reduced by more than 424 million renewable fuel credits, known as renewable identification numbers (“RINs”), representing approximately $488 million.

Refer to Note 19 “Commitments and Contingencies” of these condensed consolidated financial statements for further discussion.

Viskase Private Placement

In March, September and December 2025 and January 2026, Viskase Companies ( “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.

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

( “Enzon”) is anticipated to close in the first quarter of 2026.

Viskase Merger Agreement

On June 20, 2025, Viskase, our majority owned subsidiary, entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Enzon, of which we own 36,056,636 shares of common stock, which represents approximately 49% of the outstanding common stock of Enzon, and 39,277 shares of Enzon’s Series C Non-Convertible Redeemable Preferred Stock, which represents approximately 98% of the outstanding shares of such preferred stock, and Icahn Enterprises Holdings and certain of its affiliates entered into a Support Agreement (as amended, the “Support Agreement”) pursuant to which, among other things, it agreed to vote its shares of Enzon and Viskase in favor of the merger.

On October 24, 2025, Enzon and Viskase entered into Amendment No.

1 to the Merger Agreement, and Enzon, Viskase and Icahn Enterprises Holdings entered into Amendment No 1.

to the Support Agreement.

Pursuant to the Merger Agreement and the Support Agreement, each share of Viskase common stock and each share of Enzon’s Series C Non-Convertible Redeemable Preferred Stock held by us will be converted into shares of Enzon common stock at the closing of the merger.

Following the consummation of the merger, it is anticipated that the combined company will operate under the name “Viskase Holdings, Inc.” The merger is expected to close in the first quarter of 2026, subject to customary closing conditions.

Following the completion of the merger, we anticipate that we will own between approximately 92% and 93% of the combined company, with our ultimate ownership percentage dependent upon the number of shares of Enzon Series C Non-Convertible Redeemable Preferred Stock elected to be converted into shares of Enzon common stock by holders other than us.

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

Refer to Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” and Note 4 “Related Party Transactions” of these condensed consolidated financial statements for further discussion.

Automotive Real Estate

In October and November 2025, our Automotive segment completed the transfer of a group of owned real estate properties to our Real Estate segment.

Refer to Note 1 “Business” of these condensed consolidated financial statements for further discussion.

Potential Strategic Transactions

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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.

On January 8, 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 to approximately 67% of CVR Energy’s outstanding shares of common stock.

To the extent we become the owner of 80% or more of the outstanding shares of CVR Energy , this ownership would allow for tax consolidation of CVR Energy within the tax 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 320,000 common units of CVR Partners.

The plan will terminate on June 1, 2025 if not earlier terminated by its terms.

On February 21, 2025, AEPC entered into a Rule 10b5-1 trading plan to purchase up to 13,356,539 shares of common stock of CVI .

The plan will terminate on February 21, 2026, if not earlier terminated by its terms.

Viskase Companies, Inc.

("Viskase"), our majority owned subsidiary, is currently considering a potential business combination transaction involving Enzon Pharmaceuticals, Inc.

(“Enzon”), of which we own approximately 49% of the outstanding common stock, through a negotiated merger transaction or otherwise.

In connection therewith, we may engage in other activities, discussions and/or negotiations regarding a potential transaction involving Viskase and Enzon.

As of December

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

As of December 31, 2025, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

Senior Notes Redemption

On January 27, 2026, the trustee sent on our behalf a notice of full redemption to holders of our outstanding 6.250% Senior Notes due 2026 (the “2026 Notes”), with the redemption scheduled for February 26, 2026.

The redemption price will be equal to 100.000% of the principal amount of the remaining 2026 Notes, plus accrued and unpaid interest thereon to, but not including, the redemption date.

Upon the redemption of the 2026 Notes, none of the 2026 Notes will remain outstanding.

We expect to use cash on hand to pay the redemption price for the 2026 Notes.

Investment Fund Redemption

See “Investment Funds Redemptions and Distributions” below under “Investment Segment Liquidity.”

Results of Operations

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In addition to the summarized financial results below, refer to Note 15, “Segment and Geographic Reporting,” to the consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results.

The conflict in the Middle East and the ongoing Russian/Ukraine conflict can significantly impact 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 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.

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 Annual Report on Form 10-K 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.

Increased tariffs, both by the U.S.

and globally, ongoing and future trade conflicts and changes in U.S.

economic trade policy, and economic uncertainly has led to increased volatility.

The impact of tariffs and associated impacts on global trade have not significantly affected our operating businesses as of December 31, 2025.

The comparability of our summarized consolidated financial results presented below is affected primarily by (i) the performance of the Investment Funds (as defined below), (ii) the results of operations of our Energy segment, impacted by the demand and pricing for its products and (iii) the deconsolidation of Auto Plus within our Automotive segment.

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We invest our proprietary capital through various private investment funds (the “Investment Funds”).

As of December 31, 2024 and 2023, 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, 2025 and 2024, we had investments with a fair market value of approximately $2.7 billion in the Investment Funds.

As of December 31, 2025 and 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 billion and $2.1 billion, respectively.

During the year ended December 31, 2024, Mr.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $250 million from the Investment Funds.

Icahn and his affiliates (excluding us and Brett Icahn) was approximately $908 million and $1.5 billion, respectively.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $508 million and $250 million from the Investment 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.

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As of December 31, 2025, Mr.

Icahn and his affiliates have pledged approximately $1.1 billion of interests in the Investment Funds.

Icahn and his affiliates have pledged $568 million of interests in the Investment Funds.

Our Investment segment’s results of operations are reflected in net income (loss) in the consolidated statements of operations.

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The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates.

The following tables sets forth the performance attribution and net income (loss) for the Investment Funds’ returns for the years ended December 31, 2024, 2023 and 2022, 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.

The following tables set forth the performance attribution and net income (loss) for the Investment Funds’ returns for the years ended December 31, 2025, 2024 and 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.

Year Ended December 31,

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Short positions

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 the negative performance 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 performance in the energy and consumer cyclical sectors of $375 million, offset in part by gains in the utilities sector of $190 million.

For the year ended December 31, 2023, 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 from a broad market hedge of $704 million, the negative performance of certain credit default swap positions totaling $188 million, losses from two energy and industrial segment investments aggregating $172 million and $124 million, respectively, and the aggregate performance of short positions with net losses across various sectors of $167 million.

The negative performance of our Investment segment’s long positions was driven primarily by the negative performance of one healthcare investment of $164 million, one communications investment of $116 million and one material sector investment of $100 million, offset in part by the aggregate performance of investments with net gains of $81 million across various sectors.

For the year ended December 31, 2025, the Investment Funds’ performance was primarily driven by net gains in long positions, offset in part by net losses in short positions.

The performance of our Investment segment’s long positions was driven primarily by net gains from the communications and utilities sectors of $620 million, offset in part by net losses from the healthcare, industrial and materials sectors of $260 million.

The performance of our Investment segment’s short positions was primarily driven by net losses from broad market hedges of $227 million and the energy sector of $222 million.

For the year ended December 31, 2024, the Investment Funds’ performance was driven by net losses in both our short and long positions.

The 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 net losses of certain credit default swap positions of $62 million, offset in part by gains in the energy sector of $302 million.

The performance of our Investment segment’s long positions was driven primarily by losses in the energy and consumer cyclical sectors of $375 million, offset in part by gains in the utilities sector of $190 million.

Our Energy segment is primarily engaged in the petroleum refining, renewable fuels and nitrogen fertilizer manufacturing businesses.

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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.

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 partially influenced by the rate at which the processing of Refined Products adjusts to reflect these changes.

In addition to geopolitical conditions, such as the ongoing conflict in the Middle East and the impact of the Russia/Ukraine conflict, there are long-term factors such as the potential for increased tariffs, future trade conflicts and the potential changes in U.S.

The effect of changes in crude oil prices on the petroleum business’ results of operations is also influenced by the rate at which the processing of Refined Products adjusts to reflect these changes.

In addition to geopolitical conditions, including continued conflicts and tensions in the Middle East, the impact of the Russia/Ukraine conflict and recent developments in Venezuela, 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 that may impact the demand for and inventory of refined 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”), to the extent available, in lieu of blending, or face liability.

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 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 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.

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 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion of RINs.

The conflict in the Middle East and the ongoing Russian/Ukraine conflict can significantly impact the global oil, fertilizer, and agriculture markets.

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 business, operations, and cash flows in unforeseen ways.

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Cost of goods sold

Net sales for our Energy segment decreased by approximately $1.6 billion (18%) for the year ended December 31, 2024 as compared to prior year due to a decrease in our petroleum business’ net sales by approximately $1.4 billion, as well as a decrease in our renewable business’ net sales by $122 million and a decrease in our nitrogen fertilizer business’ net sales by $157 million over the comparable period.

The decrease in the petroleum business’ net sales was primarily due to lower refined product prices resulting from elevated inventory levels and reduced demand along with a decline in sales as a result of the Wynnewood Refinery fire and an unplanned outage at the Coffeyville Refinery.

Our renewables business’ net sales decreased due to reduced production and sales volume coupled with decreased biodiesel RIN prices resulting from increased renewable diesel supply in the market for the year ended December 31, 2024 as compared to the prior year.

Our nitrogen fertilizer business’ net sales decreased primarily due to unfavorable UAN and ammonia pricing conditions and sales volumes.

Net sales for our Energy segment decreased by approximately $448 million (6%) for the year ended December 31, 2025 as compared to prior year due to a decrease in our petroleum business’ net sales by $493 million and a decrease in the renewable business’ net sales by $36 million, offset in part by an increase in our nitrogen fertilizer business’ net sales by $81 million over the comparable period.

The decrease in the petroleum business’ net sales was primarily due to lower throughput volumes as a result of the 2025 Coffeyville Refinery Turnaround combined with lower gasoline and distillate

prices, offset in 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 Turnaround.

Our renewables business’ net sales decreased due to the expiration of the blenders tax credit, offset in part by increased biodiesel RIN prices combined with increased production and sales volumes for the year ended December 31, 2025 as compared to the prior year.

Our nitrogen fertilizer business’ net sales increased primarily due to favorable UAN and ammonia pricing conditions, offset in part by unfavorable sales 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 $590 million (8%) for the year ended December 31, 2025 as compared to prior year.

The decrease was primarily due to declines in our petroleum business as a result of a decrease in net sales and increased RFS expenses, net of RINS sales, of $42 million, which includes unfavorable RINs liability revaluation of $195 million.

Gross profit for our Energy segment declined by $1.1 billion for the year ended December 31, 2024 as compared to prior year.

The decrease was primarily due to declines in our petroleum business, mainly due to favorable RFS impacts in the current year and lower production as a result of the 2025 Coffeyville Refinery Turnaround, offset in part by accelerated depreciation caused by the RDU reversion.

Gross profit for our Energy segment increased by $142 million for the year ended December 31, 2025 as compared to prior year.

Gross margin as a percentage of net sales was 4% and 2% for the year ended December 31, 2025 and 2024, respectively.

The decline in gross margin for the Energy segment was primarily attributable to the petroleum business, as a result of lower refining margins driven by decreased crack spreads, unfavorable sales volume impacts related to unplanned outages and increased RFS expenses in the current year.

The increase in gross margin for the Energy segment was primarily attributable to the petroleum business, mainly due to favorable RFS impacts and higher refining margins driven by improved gasoline and distillate crack spreads, as well as lower inventory levels and favorable derivative impacts in the current year, offset in part by lower sales volumes and unfavorable inventory valuation impacts in the current year.

Our Automotive segment’s results of operations are generally driven by the demand for automotive service and maintenance, which is impacted by general economic factors, vehicle miles traveled, and the average age of vehicles on the road, among other factors.

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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 Aftermarket 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 the 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.

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.

In January 2023, Auto Plus filed a voluntary bankruptcy petition seeking relief under Chapter 11 of the Bankruptcy Code, resulting in its cessation of operations and deconsolidation, which reduced our Automotive segment’s assets.

Following the bankruptcy, Auto Plus exited the Automotive Services locations within which it operated.

Our Automotive segment’s results also include AEP PLC LLC (“AEP PLC”), which acquired $10 million in assets, mainly comprised of Aftermarket Parts inventory from the Auto Plus auction.

We are in the process of selling the remaining inventory, which was substantially completed at the end of 2024, and which we expect will be fully completed in the first quarter of 2025, removing us from the Aftermarket Parts business.

In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases, in which the Aftermarket Parts business formerly operated.

During this transformation plan the Automotive segment will continue investing capital to repurpose these locations for future multi-tenant use and we anticipate future revenue streams.

During the fourth quarter of 2024, the Automotive segment reached agreement with a tenant to 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 for the quarter.

While we can re-lease the locations, it will delay the transformation plan and result in reduced cash flow over the lease-up period.

During the third quarter of 2024, we experienced declining sales in our Automotive Services business, due to, among other factors, reduced consumer spending on automotive repairs and maintenance and certain operational challenges, resulting in a reduction in expected future cash flows.

This led to a goodwill triggering event during the

quarter ended September 30, 2024.

Our goodwill impairment testing concluded that no impairment was required at that time, and we have undertaken operational changes, including changes in management and strategy, that we believe will lead to improvements in the performance of the business and cash flows.

However, if our growth and profitability initiatives do not realize their expected benefits, our assets in this business may be subject to impairment.

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 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 Automotive Services business entered into fair market value lease agreements with the Real Estate segment, which will not impact consolidated cash flows or consolidated operating expenses but will result in increased cash outflows from the Automotive segment to the Real Estate segment.

We believe this will reduce the Automotive Services business’s focus on real estate activities and allow it to focus on managing its core business and executing its strategy.

During the fourth quarter of 2024, the Automotive segment entered into an agreement with a tenant to terminate a group of leases, effective March 31, 2025.

As a result of this termination, the segment received a lump sum termination

fee and had additional excess real estate available to lease, which has resulted in reduced cash flows during the anticipated lease-up period.

Our Automotive segment’s priorities include:

● Positioning the Automotive Services broad offerings to take advantage of opportunities in the do-it-for-me market and vehicle fleets;

● Strategic investment in brownfields and greenfields supplementing existing store footprints;

● Investment in, and strategic review of, capital projects within Icahn Automotive’s owned and leased locations to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs;

● Evolving our current store footprint to keep pace with shifting market dynamics, with strategic investment in opening new locations with attractive growth potential and simultaneously closing our lowest and underperforming locations;

● Investment in, and strategic review of, capital projects to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs;

● Optimization of Store and Distribution Center network while improving inventory and cost position;

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Net sales and other revenues from operations for our Automotive segment for the year ended December 31, 2025 decreased by $44 million (3%) as compared to the comparable prior year period.

The decrease was attributable to a decrease in Automotive Services revenue of $128 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 down of the Aftermarket Parts business resulting from the deconsolidation of Auto Plus as of January 31, 2023.

The decrease was attributable to the strategic closure of underperforming locations of $40 million and the exit of the Aftermarket Parts business of $23 million which was completed in the first quarter of 2025, offset in part by increased product pricing of $20 million.

Cost of goods sold and other expenses from operations for the year ended December 31, 2025 decreased by $17 million (2%) as compared to the comparable prior year period.

The decrease was primarily driven by lower net sales related to reduced consumer spending on automotive repairs and maintenance at our Automotive Services business and decreased aftermarket parts sales related to the winding down of the Aftermarket Parts business.

The decrease was attributable to reduced costs from closed stores of $29 million, the exit of the Aftermarket Parts 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, 2025 decreased by $27 million (7%) as compared to the comparable prior year period.

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Our Food Packaging segment’s results of operations are primarily driven by the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry and derives a majority of its total net sales from customers located outside the United States.

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 be 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.

During the year ended December 31, 2025, the segment has recognized $9 million of restructuring expenses, which include employee severance costs and facility consolidation expenses, as well as $15 million of asset impairment charges.

During the year ended December 31, 2025, we provided an aggregate of $30 million of investments through private placement offerings to our Food Packaging segment, and in January 2026 we provided an additional $15 million investment.

If we had not provided additional capital the segment would not have met its debt obligations.

The segment may require additional funding to meet future debt obligations.

Net sales for the year ended December 31, 2025 decreased $40 million (10%) as compared to the comparable prior year period.

The decrease was due to an decrease of $25 million in price and product mix and a decrease of $17 million due to lower volume.

The decrease was due to a decrease of $9 million in price and a decrease of $37 million due to lower volume, offset in part by favorable effects of foreign exchange of $6 million.

Cost of goods sold for the year ended December 31, 2025 decreased by $9 million (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 10% and 17% for the year ended December 31, 2025 and 2024, respectively.

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.

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 clubs are included in other revenues from operations in our consolidated statements of operations.

Revenue from our real estate operations for the year ended December 31, 2024 and 2023, was primarily derived from the sale of single-family homes and country club 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 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 was primarily derived from the sales of single-family homes, resort and country club operations.

The Real Estate segment is actively marketing certain properties for sale.

In June 2025, we closed on the sale of a country club which resulted in a gain of $47 million.

The country club generated approximately $33 million of other revenues from operations in the full year of 2024.

In August 2025, we closed on the sale of certain properties, which resulted in a gain of $223 million.

These properties generated approximately $3 million in annual lease revenue included in other revenues from operations.

As a result of these sales, we expect a corresponding reduction in other revenues from operations on an annualized basis.

In October and November 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.

Net sales for the year ended December 31, 2025 decreased by $20 million (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.

Cost of goods sold for the year ended December 31, 2024 decreased $33 million (69%) compared to the prior year period primarily due to the sale of an investment property which had a cost basis of $11 million in the prior year.

The decrease was due to a decrease in single-family home sales.

Cost of goods sold for the year ended December 31, 2025 decreased $14 million (93%) compared to the prior year period due to a decrease in single-family home sales.

Gross margin as a percentage of net sales was 0% and 29% for the years ended December 31, 2025 and 2024, respectively.

Other revenues from operations for the year ended December 31, 2024 increased by $2 million (3%) as compared to the comparable prior year period.

Other expenses from operations for the year ended December 31, 2024 increased $5 million (8%) compared to the comparable prior year period primarily due to higher expenses related to a full year of country club operations, compared to only three months in the prior year.

In November 2024, we entered into an agreement to sell certain properties in our Real Estate segment, which is expected to close in the first quarter of 2025.

These properties have historically generated approximately $3 million in annual revenue.

As a result, we anticipate a reduction in future other revenues from operations by this amount following the completion of the sale of these properties.

Other revenues from operations for the year ended December 31, 2025 decreased by $17 million (23%) as compared to the comparable prior year period primarily due to the sale of a country club in the second quarter of 2025.

expenses from operations for the year ended December 31, 2025 decreased $5 million (7%) compared to the comparable prior year period primarily due to the sale of a country club in the second quarter of 2025.

Our Home Fashion segment is significantly influenced by the overall economic environment, including consumer spending, at the retail level, for home textile products.

Net sales for the year ended December 31, 2024 increased by $1 million (1%) compared to the comparable prior year period.

Cost of goods sold for the year ended December 31, 2024 decreased $3 million (2%) compared to the comparable prior year period mostly due to lower material costs and improved manufacturing efficiency.

Net sales for the year ended December 31, 2025 decreased by $6 million (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 unfavorable manufacturing variances.

Gross margin as a percentage of net sales was 18% and 23% for the years ended December 31, 2025 and 2024, respectively.

Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies.

Drugs in active clinical development may generate positive cash flow if successful, but there is also the risk

that these drugs may not progress through clinical trials, resulting in no return.

Drugs in active clinical development may generate positive cash flow if successful, but there is also the risk that these drugs may not progress through clinical trials, resulting in no return.

Additionally, we incur research and development costs associated with these drugs.

Pursuant to previously announced settlement agreements, at the end of 2024 a competitor became, and in the second half of 2025 a second competitor will be, permitted to launch competing generic products to the patent-protected weight loss treatment sold within our Pharma segment in the United States, which we anticipate will cause a moderate reduction of prescription volume in the retail pharmacy market in the United States.

In the third quarter of 2024, our Pharma segment began selling certain products to wholesalers and pharmacies in Europe.

Net sales for the year ended December 31, 2024 increased by $12 million (13%) compared to the comparable prior year period primarily due to higher prescription growth resulting in increased sales.

Cost of goods sold for the year ended December 31, 2024 decreased $1 million (2%) compared to the comparable prior year period primarily due to improved inventory management.

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.

Net sales for the year ended December 31, 2025 decreased by $6 million (6%) 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 year ended December 31, 2025 increased $5 million (9%) compared to the comparable prior year period primarily due to product mix.

Gross margin as a percentage of net sales was 39% and 48% for the years ended December 31, 2025 and 2024, respectively.

Holding Company

Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for the years ended December 31, 2024 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.

Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for the years ended December 31, 2025 and 2024.

Other Consolidated Results of Operations

Loss on deconsolidation of subsidiary

As discussed in Note 3, “Subsidiary Bankruptcy and Deconsolidation”, to the consolidated financial statements, we deconsolidated Auto Plus effective as of January 31, 2023, resulting in a pretax loss on deconsolidation of subsidiary of $246 million during the year ended December 31, 2023.

Credit loss on related party note receivable

Our credit loss on related party note receivable of $139 million for the year ended December 31, 2023 relates to the related party note receivable expected to be uncollectible.

Selling, General and Administrative

Our consolidated selling, general and administrative costs during the year ended December 31, 2024 decreased by $69 million (8%) as compared to the comparable prior year period primarily due to lower expenses of our Automotive segment of $60 million (13%) mainly related to the deconsolidation of Auto Plus.

Refer to Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for a discussion of impairments of assets, which were not significant.

Our consolidated selling, general and administrative costs during the year ended December 31, 2025 increased by $54 million (7%) as compared to the comparable prior year period primarily due to higher expenses of our Automotive segment of $41 million (10%) mostly related to increased marketing and payroll expenses.

As discussed in Note 10, "Property, Plant and Equipment, net, " to the consolidated financial statements, we had impairment in our Automotive segment related to property, plant and equipment, net of $25 million for the year ended December 31, 2025.

Interest Expense

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The decrease was primarily due to lower interest expense for our Investment segment of $63 million attributable to changes in short exposure composition.

The decrease was offset in part by higher interest expense in our Holding Company segment and Energy segment of $31 million and $25 million, respectively, mainly due to the refinancing of our senior notes at higher interest rates than the prior year.

The decrease was offset in part by higher interest expense in our Holding Company segment of $23 million and Energy segment of $21 million, mainly due to the refinancing of our and our Energy segment’s senior notes at higher interest rates than the prior year.

Income Tax Expense

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The operating results of our subsidiaries may not be sufficient for them to make distributions to us.

For the third quarter of 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and it continued to not pay dividends in the fourth quarter of 2024, which reduced our cash flow for the relevant periods.

In October 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and it continued to not pay dividends in the year ended December 31, 2025, which reduced our cash flow for the relevant period.

In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt and other agreements.

As of December 31, 2024, our Holding Company had cash and cash equivalents of approximately $1.4 billion and total debt of approximately $4.7 billion.

As of December 31, 2025, our Holding Company had cash and cash equivalents of approximately $839 million and total debt of approximately $4.7 billion.

As of December 31, 2025, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.7 billion.

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9.000% senior notes due 2030

Unamortized discounts, premiums, and debt issuance costs

Notes held in treasury (1)

(1) At December 31, 2025 total debt is net of notes held in treasury of $10 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027, $92 million aggregate principal amount of our 4.375% senior notes due 2029, and $50 million aggregate principal amount of our 9.000% senior notes due 2030.

At December 31, 2024 total debt is net of notes held in treasury of $31 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027, and $92 million aggregate principal amount of our 4.375% senior notes due 2029.

At December 31, 2023, total debt is net of shares held in treasury of $12 million aggregate principal amount of our 6.25% senior notes due 2026, $5 million aggregate principal amount of our 5.25% senior notes due 2027, and $ 40 million aggregate principal amount of our 4.375% senior notes due 2029.

(2) Concurrently with the consummation of the issuance of our secured 10.000% senior notes due 2029, the Issuers granted a lien in favor of the holders of the Existing Notes (as defined below) such that the Existing Notes are secured equally and ratably with the secured notes upon the issuance thereof.

Accordingly, while we previously designated the Existing Notes as our senior unsecured notes they are now designated as our senior notes.

Holding Company debt consists of various issues of fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp.

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Interest on each tranche of senior notes is payable semi-annually.

In November 2024, the Issuers issued $500 million in aggregate principal amount of secured 10.000% senior notes due 2029 (the “10% 2029 Notes”).

The 10% 2029 Secured Notes are secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, the guarantor of the 10% 2029 Notes, subject to customary exceptions.

The net proceeds from the issuance were used to partially redeem $500 million of the outstanding 6.250% senior notes due 2026 on December 16, 2024.

Concurrently with the consummation of this issuance, the Issuers granted a lien in favor of the holders of the Issuers’ 6.250% senior notes due 2026, 5.250% senior notes due 2027, 4.375% senior notes due 2029 and the 9.000% senior notes due 2030 (collectively, the “Existing Notes”) such that the Existing Notes are secured equally and ratably with the 10% 2029 Notes upon the issuance thereof.

In May 2024, the Issuers issued $750 million in aggregate principal amount of 9.000% senior notes due 2030.

The net proceeds from the issuance were used to redeem the remaining outstanding 6.375% senior notes due 2025 in full on June 13, 2024.

In August 2025, the Issuers issued an additional $500 million in aggregate principal amount of our existing 10.000% senior secured notes due 2029.

The net proceeds from the issuance, together with cash on hand, were used to partially redeem $500 million of the outstanding 6.250% senior secured notes due 2026 on September 5, 2025.

The redemption included $21 million of notes held in treasury, resulting in a net debt extinguishment of $479 million.

Each of our senior notes and the related guarantees are the senior obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness.

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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.

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, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these 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 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 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 Guarantors, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness).

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 be 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 Guarantors, 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.

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however, we are permitted to issue new notes in connection with debt refinancings of existing notes.

Debt Repurchase and Sales

In November and December of 2023, we repurchased in the open market approximately $35 million aggregate principal amount of our 4.750% senior notes due 2024, $12 million aggregate principal amount of our 6.25% senior notes due 2026, $5 million aggregate principal amount of our 5.25% senior notes due 2027, and $40 million aggregate principal amount of our 4.375% senior notes due 2029 for total cash paid of $84 million for a total aggregate principal amount $92 million.

The Company cancelled and reduced the outstanding principal of the repurchased 4.750% senior notes due 2024, and the remaining repurchased notes of $57 million aggregate principal were extinguished but were not retired and are held in treasury.

In April 2024, we sold the $12 million in aggregate principal amount of our 6.250% senior notes due 2026 and the $5 million in aggregate principal amount of our 5.250% senior notes due 2027, both previously repurchased and held in treasury, in the open market.

In August and September of 2024, we repurchased in the open market approximately $52 million aggregate principal amount of our 6.25% senior notes due 2026, $73 million aggregate principal amount of our 5.25% senior notes due 2027, and $52 million aggregate principal amount of our 4.375% senior notes due 2029 for total cash paid of $168 million and a total aggregate principal amount of $177 million of our senior notes repurchased.

The repurchased notes of $177 million aggregate principal were extinguished but were not retired and are held in treasury.

In December 2024, we received $21 million as part of the redemption of our 6.25% senior notes due 2026 held in treasury.

Settlement of Exchange Offer

In August 2024, we commenced an offer to exchange $700 million aggregate principal amount of our 9.750% senior notes due 2029 that have been registered under the Securities Act for $700 million aggregate principal amount of our issued and outstanding, unregistered 9.750% senior notes due 2029 and $750 million in aggregate principal amount of our 9.000% senior notes due 2030 that have been registered under the Securities Act for $750 million in aggregate principal amount of our issued and outstanding, unregistered 9.000% senior notes due 2030.

The offer expired on October 17, 2024.

Debt Repurchases

During the year ended December 31, 2025, we repurchased in the open market approximately $50 million aggregate principal amount of our 9.000% senior notes due 2030 for total cash paid of $46 million.

The repurchased notes were extinguished but were not retired and are held in treasury.

Senior Notes Redemption

On January 27, 2026, the trustee sent on our behalf a notice of full redemption to holders of our outstanding 2026 Notes, with the redemption scheduled for February 26, 2026.

The redemption price will be equal to 100.000% of the principal amount of the remaining 2026 Notes, plus accrued and unpaid interest thereon to, but not including, the redemption date and will be net of notes held in treasury.

Upon the redemption of the 2026 Notes, none of the 2026 Notes will remain outstanding.

We expect to use cash on hand to pay the redemption price for the 2026 Notes.

Future Debt Service Obligations

Interest payments on our Holding Company’s senior notes will be approximately $332 million for 2025, $304 million for 2026, $242 million for 2027, $215 million for 2028 and an aggregate of $147 million for 2029 through 2030.

Interest payments on our Holding Company’s senior notes will be approximately $337 million for 2026, $296 million for 2027, $260 million for 2028, $212 million for 2029 and $32 million for 2030.

At-The-Market Offerings

In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement for the sale of depositary units, from time to time, for up to $400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering.

This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms.

During the year ended December 31, 2024, Icahn Enterprises sold 5,806,986 depositary units pursuant to its existing agreement, resulting in gross proceeds of $102 million.

During the year ended December 31, 2023, Icahn Enterprises sold 3,395,353 depositary units pursuant to its then current agreement, resulting in gross proceeds of $175 million.

On August 26, 2024, we entered into a new Open Market Sales Agreement providing for sales of depositary units of up to $400 million.

We continue to have effective Open Market Sale Agreements and Icahn Enterprises may sell its depositary units for up to an additional $47 million in aggregate gross sale proceeds pursuant to its Open Market Sales Agreement entered into November 21, 2022 and up to $400 million in aggregate gross sales proceeds pursuant to its Open Market Sales Agreement entered into August 26, 2024.

No assurance can be made that any or all amounts will be sold during the term of the agreements, and we have no obligation to sell additional depositary units under these Open Market Sale Agreements.

Depending on market conditions, we may continue to sell depositary units under the Open Market Sale Agreements, 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 Open Market Sale Agreements.

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.

During the year ended December 31, 2025, Icahn Enterprises sold 10,067,399 depositary units for aggregate gross proceeds of $84 million.

During the year ended December 31, 2024, Icahn Enterprises sold 5,806,986 depositary units for aggregate gross proceeds of $102 million.

As of December 31, 2025, Icahn Enterprises sold the maximum aggregate amount permitted under the Open Market Sale Agreement entered into on November 21, 2022.

As of December 31, 2025, 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.

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 Open Market Sale Agreement.

Depending on market conditions, we may continue to sell depositary units under the 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 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.

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Depositary unitholders will have until April 3, 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.

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 April 10, 2026.

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Repurchase Authorization

On May 9, 2023, the board of directors of Icahn Enterprises GP, the Company’s 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.

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.

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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.

As of December 31, 2024, the Company has not repurchased any of the Company’s depositary units and the Company has repurchased $269 million worth of senior notes in aggregate under the Repurchase Program.

On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Program, we are authorized to repurchase up to an additional $500 million worth of our outstanding fixed-rate senior notes, in addition to the approximately $269 million we have already repurchased under the Repurchase Program, and we remain authorized to repurchase up to $500 million of our depositary units, in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.

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 year ended December 31, 2025, the Company did not repurchase any of the Company’s depositary units under the Repurchase Program and has repurchased $50 million worth of our outstanding fixed-rate senior notes.

The repurchased notes were extinguished but were not retired and are 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.

Captive Insurance Program

During 2023, we established a captive insurance program to supplement the insurance coverage of the officers, directors, employees and agents of the Company, its subsidiaries and our general partner, in addition to our newly established commercial insurance program.

As a result, cash available to our Holding Company decreased by $108 million and $100 million at December 31, 2024 and December 31, 2023, respectively, as these assets were transferred to restricted cash.

We established a captive insurance program to supplement the insurance coverage of the officers, directors, employees and agents of the Company, its subsidiaries and our general partner.

Holding company restricted cash related to this program as of December 31, 2025 and December 31, 2024 was $113 million and $108 million, respectively.

Whenever the captive insurance program is cancelled, any remaining assets will become available to the Holding Company.

Sale of Investments

The Holding Company did not sell any investments during 2024 and 2023.

The Holding Company did not recognize any material gains or losses from the sale of investments during 2025 and 2024.

Investment Segment Liquidity

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Icahn, the Investment Funds historically have access to significant amounts of cash available from prime brokerage lines of credit, subject to customary terms and market conditions.

Our cash held at consolidated affiliated partnerships balance was $0.9 billion and $1.1 billion as of December 31, 2024 and December 31, 2023, respectively.

Our cash held at consolidated affiliated partnerships balance was $746 million and $915 million as of December 31, 2025 and December 31, 2024, respectively.

Cash held at consolidated affiliated partnerships relates to our Investment segment and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, are not used for the general operating needs of Icahn Enterprises.

Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds.

As of December 31, 2024, the Investment Funds had a net long notional exposure of 22%.

The Investment Funds’ long exposure was 102% (97% long equity and 5% long credit) and its short exposure was 80% (72% short equity, 7% short credit and 1% short commodity).

As of December 31, 2025, the Investment Funds had a net short notional exposure of 13%.

The Investment Funds’ long exposure was 101% (101% long equity) and its short exposure was 114% (104% short equity and 10% short commodity).

The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at December 31, 2025.

Of the Investment Funds’ 101% long exposure, 59% was comprised of the fair value of its long positions and 42% was comprised mostly of single name equity forward and swap contracts.

Of the Investment Funds’ 80% short exposure, 33% was comprised of the fair value of its short positions and 47% was comprised mostly of short broad market index swap derivative contracts, short credit default swap contracts and short commodity contracts.

Of the Investment Funds’ 114% short exposure, 38% was comprised of the fair value of its short positions and 76% was comprised mostly of short broad market index swap derivative contracts and short commodity contracts.

With respect to both our long positions that are not notionalized (59% long exposure) and our short positions that are not notionalized (38% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value).

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Investment Funds Redemptions and Distributions

During the year ended December 31, 2024 and 2023, Mr.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $250 million and $2.0 billion from his personal interests in the Investment Funds included in the Investment segment.

As of December 31, 2024 and 2023, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.7 billion and $3.2 billion, respectively, representing approximately 64% and 60% of the Investment Funds’ assets under management as of each respective date.

During the year ended December 31, 2024 and 2023, the Investment Funds issued a pro-rata distribution of $650 and $400 million, including $256 million and $158 million to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) and $394 million and $242 million to the Holding Company, respectively.

During the years ended December 31, 2025 and 2024, Mr.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $508 million and $250 million, respectively, from his personal interests in the Investment Funds included in the Investment segment.

As of December 31, 2025 and 2024, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.7 billion, representing approximately 75% and 64% of the Investment Funds’ assets under management as of each respective date.

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, respectively.

Other Segment Liquidity

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Food Packaging

As of December 31, 2023, our Energy segment’s cash and cash equivalents included to $598 million of reserved funds that were utilized for the repayment of the 5.250% senior notes due 2025 on February 15, 2024.

Sale of Equity Method Investment

During the fourth quarter of 2024, our Energy segment sold an equity method investment for cash consideration of approximately $90 million, resulting in a gain of $24 million included within Other income, net.

During the year ended December 31, 2025, our energy segment did not sell any equity method investments.

During the year ended December 31, 2024, our Energy segment sold an equity method investment for cash consideration of approximately $90 million, resulting in a gain of $24 million included within Other income, net.

Segment Borrowings and Availability

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Food Packaging

In December 2024, CVR Energy and certain of its subsidiaries (the “Term Loan Borrowers”) entered into a senior secured term loan facility in the amount of $325 million, which was borrowed in full on the closing date, with net proceeds of $318 million.

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 first quarter of 2026, (ii) fund 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 first quarter of 2026, and (iii) repaid the aggregate principal balance of CVR Energy’s Term Loan, resulting in a $3 million loss on extinguishment in the first quarter of 2026.

In February, 2026, CVR Energy and certain of its subsidiaries entered into Amendment No.

5 to the Amended and Restated ABL Credit Agreement (the “CVR Energy ABL Amendment”) with a group of lenders Wells Fargo Bank, National Association, a national banking associate (“Wells Fargo”), as administrative agent, collateral agent and a lender.

The CVR Energy ABL Amendment amended that certain Credit Agreement, dated December 20, 2012, to, among other things, (i) increase the aggregate principal amount available under the CVR Energy ABL from $345 million to $550 million, which commitments may be further increased up to $700 million in accordance with the CVR ABL

Amendment, (ii) extend the maturity date by an additional three years from June, 30 2027 to February 12, 2031, and (iii) make certain amendments to the borrowing base calculation and negative covenants.

In 2025, certain of our Energy segment’s subsidiaries (the “Term Loan Borrowers”) prepaid $165 million in principal amount of the Term Loan.

As a result of these transactions, CVR Energy recognized a $3 million loss on extinguishment of debt for the year ended December 31, 2025.

In December 2024, the Term Loan Borrowers entered into a senior secured term loan facility in the amount of $325 million, which was borrowed in full on the closing date, with net proceeds of $318 million.

At the option of the Term Loan Borrowers, the term loan facility uses a variable interest rate based on SOFR plus 4.00% per year, or an alternate base rate, plus 3.00%.

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As a result of this transaction, CVR Energy recognized a $1 million loss on extinguishment of debt in the year ended December 31, 2024.

In December 2023, CVR Energy issued $600 million in aggregate principal amount of 8.500% senior unsecured notes due 2029.

As of December 31, 2025, all of our subsidiaries were in compliance with all debt covenants.

On February 14, 2025, Viskase entered into an amendment to its credit agreement providing for, among other things, a waiver of any events of default relating to financial covenants under the credit agreement for the measurement period ended December 31, 2024, and greater flexibility for the measurement of the financial covenants for each of the fiscal quarters in 2025.

On January 23, 2026, Viskase entered into an amendment to its credit agreement providing for, among other things, a waiver of any events of default for period ending December 31, 2025.

Our segments have additional borrowing availability under certain revolving credit facilities as summarized below:

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Food Packaging

As of December 31, 2024 and 2023, total available capacity under the CVR Energy ABL and CVR Partners’ variable rate asset based revolving credit facilities aggregated $277 million and $288 million, respectively.

The CVR Energy ABL also had $24 million and $26 million of letters of credit outstanding as of December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2025, total available capacity under the CVR Energy ABL and CVR Partners’ variable rate asset based revolving credit facilities aggregated $296 million.

The CVR Energy ABL also had $10 million of letters of credit outstanding as of December 31, 2025.

The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations.

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Our Energy segment’s future debt maturities (excluding financing leases) are $157 million for 2027, $950 million for 2028 and $600 million for 2029.

Future interest payments for our Energy segment are expected to be approximately $137 million for 2025, $133 to $134 million for each of 2026 and 2027, $69 million for 2028 and $2 million for 2029.

Future interest payments for our Energy segment are expected to be approximately $87 million for 2026, $86 million for 2027, $74 million for 2028 and $5 million for 2029.

Subsidiary Distributions and Dividends

During the year ended December 31, 2024, our Investment segment paid a pro-rata distribution of $650 million, which included $394 million in cash received by the Company in connection with its portion.

During the year ended December 31, 2025, our Energy segment had aggregate distributions paid by CVR Partners of $77 million to non-controlling interests and $3 million to us.

During the year ended December 31, 2024, our Energy segment paid three quarterly distributions aggregating $1.50 per share.

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In addition, during the year ended December 31, 2024, our Energy segment had aggregate distributions of $95 million to non-controlling interests, of which $44 million are distributions paid by CVR Partners to its public unit holders.

Subsidiary Stock Repurchase Program

On May 6, 2020, the Board of Directors of CVR Partners’ general partner approved a unit repurchase program which would enable it to repurchase up to $10 million of its common units from time to time through open market transactions, block trades, privately negotiated transactions or otherwise in accordance with applicable securities laws.

On February 22, 2021, the Board of Directors of CVR Partners authorized an additional $10 million under the unit repurchase program.

On February 20, 2024, the UAN GP Board, on behalf of CVR Partners, terminated the nominal authority remaining under the unit repurchase program.

Purchase Obligations

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Net cash receipts for income taxes, net of payments

Operating transactions with subsidiaries

Operating costs and other

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Cash to operating segments

Proceeds from sale of investments held at the Holding Company segment

Related party note receivable repayments and disbursements, net

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Cash from operating segments is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation.

During 2024, this included cash dividends received from CVR Energy of $100 million, cash distributions received from our Real Estate segment of $32 million and repayments of intercompany loans received from our Pharma segment of $28 million and other distributions of $7 million.

During 2023, this included cash dividends received from CVR Energy of $311 million, cash distributions received from our Real Estate segment of $64 million and repayments of intercompany loans received from our Pharma segment of $10 million.

During 2025, this included repayments of intercompany notes from our Automotive segment of $731 million and distributions received of $6 million;

cash distributions received from our Real Estate segment of $191 million and repayments of intercompany loans of $12 million;

repayments of intercompany loans from our Pharma segment of $36 million;

and a $3 million cash dividend received from CVR Partners.

During 2024, this included cash dividends received from CVR Energy of $100 million;

cash distributions received from our Real Estate segment of $32 million;

and repayments of intercompany loans received from our Pharma segment of $28 million and other distributions of $7 million.

Cash to operating segments is made up of intercompany loans and contributions to our operating segments that are eliminated in consolidation.

During 2025, this included cash contributed to our Automotive segment of $775 million, cash contributed to our Real Estate segment of $49 million and repayments of intercompany notes of $68 million;

and cash paid to our Home Fashion segment of $4 million.

During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million.

During 2023, this included cash paid to our Real Estate segment of $32 million and Automotive segment of $10 million.

Proceeds from the sale of investments include proceeds from the sale of equity investments in 2022.

Cash to operating segments are eliminated in consolidation.

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Partnership contributions represent sales in connection with our “at-the-market” offerings pursuant to our Open Market Sale Agreements, as discussed above.

Payments to acquire additional interests in subsidiaries include proceeds related to the purchase of CVR Partners’ common units in 2024.

Partnership distributions represent cash paid to depositary unitholders in connection with our regularly quarterly distributions.

Partnership distributions represent cash paid to depositary unitholders in connection with our regular quarterly distributions.

Payments to acquire additional interests in subsidiaries during 2025 represent payments to acquire additional interests in CVR Energy and CVR Partners of approximately $66 million and $7 million, respectively, and the private placements of Viskase of $30 million.

Payments to acquire additional interests in subsidiaries in 2024 also includes amounts related to the purchase of CVR Partners’ common units.

Investment Segment

Our Investment segment’s cash flows from operating activities for the comparable periods were attributable to its net investment transactions.

Our Investment segment’s cash flows used in financing activities for the year ended December 31, 2024 was mainly attributable to a pro-rata distribution of $650 million and redemptions paid to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) of $250 million from the Investment Funds.

For 2023, our Investment segment paid redemptions to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) of $2.0 billion and issued a pro-rata distribution of $400 million.

Our Investment segment’s cash flows from operating activities for the comparable periods were attributable to its net investments transactions.

Our Investment segment’s cash flows used in financing activities for the year ended December 31, 2025 was due to redemptions paid to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) of $508 million from the Investment Funds and net redemptions of $18 million related to Brett Icahn in accordance with his manager agreement.

For 2024, our Investment segment paid a pro-rata distribution of $650 million and redemptions paid to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) of $250 million from the Investment Funds, and net redemptions of $4 million related to Brett Icahn in accordance with his manager agreement.

Other Operating Segments

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Acquisition of businesses, net of cash acquired

Proceeds from sale of assets

Proceeds from disposition of businesses and assets

Proceeds from sale of equity method investments

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Cash to Holding Company

Payments to acquire additional interests in consolidated subsidiaries

Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents

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Our other operating segments’ cash flow from operating activities before changes in operating assets and liabilities were primarily attributable to the results of our Energy segment during both periods.

The decrease in cash flows from operating activities for the year ended December 31, 2024 as compared to 2023 was primarily due to a decrease in the operating results of our Energy segment primarily associated with a decrease in our petroleum business’ net sales.

Changes in operating assets and liabilities from operating activities in 2025 were primarily related to our Energy segment mainly attributable to a decrease in working capital of approximately $226 million resulting primarily from unfavorable changes in other current liabilities and accounts payable from the planned maintenance at one of its refineries.

Capital expenditures are primarily from our Energy and Automotive segments and are primarily for maintenance and growth.

Refer to Note 15, “Segment and Geographic Reporting,” for capital expenditures reported for each of our segments.

Turnaround expenditures relates to our Energy segment, which were higher in 2023 due to planned maintenance at one of its refineries.

Repayments of other borrowings are related to our Energy segment’s redemption of $600 million principal amount of its 5.25% senior notes due February 2025.

Turnaround expenditures relates to our Energy segment, which were higher in 2025 compared to 2024, due to planned maintenance at one of its refineries.

Repayments of other borrowings in 2025 are primarily related to our Energy segment’s principal payments on the Term Loan of $168 million.

During 2024, repayments of other borrowings are related to our Energy segment’s redemption of $600 million principal amount of its 5.25% senior notes due February 2025.

Distributions to non-controlling interests were from our Energy segment relating to its regular quarterly dividends and distributions, excluding payments made to us.

Cash from Holding Company is made up of intercompany loans and contributions between our Holding Company and subsidiaries that are eliminated in consolidation.

Cash from Holding Company is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation.

During 2025, this included cash contributed to our Automotive segment of $775 million, cash contributed to our Real Estate segment of $49 million and repayments of intercompany notes of $68 million;

and cash paid to our Home Fashion segment of $4 million.

During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million.

During 2023, this included cash paid to our Real Estate segment of $32 million and Automotive segment of $10 million.

Cash to Holding Company is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation.

Cash to Holding Company is made up of intercompany loans and contributions from our operating segments that are eliminated in consolidation.

During 2025, this included repayments of intercompany notes from our Automotive segment of $731 million and distributions received of $6 million;

cash distributions received from our Real Estate segment of $191 million and repayments of intercompany loans of $12 million;

repayments of intercompany loans from our Pharma segment of $36 million and a $3 million cash dividend received from CVR Partners.

During 2024, this included cash dividends received from CVR Energy of $100 million;

cash distributions received from our Real Estate segment of $32 million and repayments of intercompany loans received from our Pharma segment of $28 million and other distributions of $7 million.

Payments to acquire additional interests in consolidated subsidiaries are related to the Food Packaging private placements of $30 million.

Consolidated Capital Spending

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Management periodically evaluates all evidence, both positive and negative, in determining whether a valuation allowance to reduce the carrying value of deferred tax assets is still needed.

For each of December 31, 2024 and 2023, we concluded, based on the projections of taxable income, that certain of our corporate subsidiaries more likely than not

will realize a partial benefit from their deferred tax assets and loss carry forwards.

For each of December 31, 2025 and 2024, we concluded, based on the projections of taxable income, that certain of our corporate subsidiaries more likely than not will realize a partial benefit from their deferred tax assets and loss carry forwards.

Ultimate realization of the deferred tax assets is dependent upon, among other factors, our corporate subsidiaries’ ability to generate sufficient taxable income within the carryforward periods and is subject to change depending on the tax laws in effect in the years in which the carryforwards are used.

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Similarly, long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

As of December 31, 2024, our long-lived assets did not have any impairment indicators.

Indefinite-lived intangible assets, such as goodwill and trademarks, held by our various segments are reviewed for impairment annually, or more frequently if impairment indicators exist.

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If the carrying amount of the reporting unit exceeds its fair value, an impairment loss, equal to the difference (limited to the total amount of goodwill allocated to the tested reporting unit), is recognized in accordance with U.S.

As of December 31, 2024, our consolidated goodwill was $288 million, primarily within our Automotive segment’s reporting unit.

We perform the annual goodwill impairment test for our Automotive segment

as of October 1 of each year.

This led to a goodwill triggering event during the quarter ended September 30, 2024.

However, if our growth and profitability initiatives do not realize their expected benefits, our assets in this business may be subject to impairment.

On October 1, 2024, we performed a qualitative annual goodwill impairment analysis for our Automotive segment, we determined that it was not more likely than not that the fair value of the Service reporting unit was below its carrying amount and therefore, no impairment is required.

As of December 31, 2024, our Automotive segment had remaining goodwill of $250 million, which is allocated entirely to its reporting unit.

When performing the quantitative analysis for goodwill impairment testing, we base the fair value of our reporting units on consideration of various valuation methodologies, including projecting future cash flows discounted at rates commensurate with the risks involved (“DCF”).

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The inputs used to determine the fair values of our reporting units, including future cash flows, discount rates and growth rates and other assumptions involves a significant degree of judgment.

As of December 31, 2025, our consolidated goodwill was $290 million, primarily within our Automotive segment’s reporting unit.

We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year.

This led to a goodwill triggering event during the quarter ended September 30, 2024.

However, if our growth and profitability initiatives do not realize their expected benefits, our assets in this business may be subject to impairment.

On October 1, 2024, we performed a qualitative annual goodwill impairment analysis for our Automotive segment.

We determined that it was not more likely than not that the fair value of the Service reporting unit was below its carrying amount and therefore, no impairment is required.

As of December 31, 2025, our Automotive segment had remaining goodwill of $250 million, which is allocated entirely to its reporting unit.

See Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for further discussion regarding goodwill and intangible assets.

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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 7. Management’s Discussion and Analysis