What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-26 · 389 added, 342 removed, 1323 unchanged (36% of the section changed)

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We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/GRANT THORNTON LLP

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment – Automotive Reporting Unit

As described further in Notes 2 and 11 to the consolidated financial statements, goodwill is reviewed for impairment annually, or more frequently if impairment indicators exist.

When performing goodwill testing, the Company first

considers qualitative factors and if necessary, a quantitative impairment test is performed.

On October 1, 2025, the Company identified a triggering event at its automotive reporting unit, which resulted in the Company performing a quantitative impairment test.

As part of the quantitative impairment test, management estimated the fair value of the Company’s automotive reporting unit, which was based on a combination of discounted cash flows and guideline public company multiples of current and future earnings.

We identified the revenue growth rates and the discount rates used within the discounted cash flows for the automotive reporting unit quantitative goodwill test as a critical audit matter.

The principal considerations for our determination that the revenue growth rates and the discount rates used within the discounted cash flows is a critical audit matter are that they involve a high degree of management judgement and estimation uncertainty, and because the fair value of the automotive reporting unit is sensitive to changes in these assumptions.

Auditing the revenue growth rates and discount rates required a high degree of auditor judgment.

Our audit procedures related to the revenue growth rates and discount rates used within the quantitative goodwill impairment test for the automotive reporting unit included the following among others:

● Obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s goodwill impairment process for the automotive reporting unit.

● Evaluated the completeness and accuracy of the underlying data used by the Company in its analysis.

● Performed a sensitivity analysis to evaluate the impact of changes in revenue growth rates and discount rates on the reporting unit’s fair value and compared the revenue growth rate assumptions to recent performance and current industry trends.

● Involved our valuation specialists to evaluate the reasonableness of the overall methodologies and the discount rates.

The valuation specialists independently developed a range of discount rates derived using publicly available data and compared the discount rate used to value the automotive reporting unit to this range.

We have served as the Partnership’s auditor since 2004.

/s/GRANT THORNTON LLP

Fort Lauderdale, Florida

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Interest and dividend income

(Loss) gain on disposition of assets, net

Other income (loss), net

Gain (loss) on disposition of assets, net

Other income, net

Cost of goods sold

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Interest expense

(Loss) income before income tax benefit (expense)

Loss before income tax benefit (expense)

Income tax benefit (expense)

net (loss) income attributable to non-controlling interests

net loss attributable to non-controlling interests

Net loss attributable to Icahn Enterprises

Net (loss) income attributable to Icahn Enterprises allocated to:

Net loss attributable to Icahn Enterprises allocated to:

Limited partners

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(in millions)

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss) income, net of tax:

Translation adjustments

Post-retirement benefits and other

Other comprehensive income, net of tax

Other comprehensive income (loss), net of tax

Comprehensive loss

Comprehensive (loss) income attributable to non-controlling interests

Comprehensive loss attributable to non-controlling interests

Comprehensive loss attributable to Icahn Enterprises

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Partnership contributions

Investment segment contributions

Investment segment distributions

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Partnership contributions

Investment segment contributions

Investment segment distributions

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Partnership contributions

Investment segment contributions

Investment segment distributions

Dividends and distributions to non-controlling interests in subsidiaries

Purchase of additional interests in consolidated subsidiaries

Changes in subsidiary equity and other

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Accrued expenses and other liabilities

Net cash provided by operating activities

Net cash (used in) provided by operating activities

Cash flows from investing activities:

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Acquisition of businesses, net of cash acquired

Proceeds from sale of investments

Proceeds from sale of equity investment

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Repayments of subsidiary borrowings

Net cash (used in) provided by financing activities

Net cash used in financing activities

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

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Interests in the Investment Funds are not offered to outside investors.

We had interests in the Investment Funds with a fair value of approximately $ 2.7 billion and $ 3.2 billion as of December 31, 2024 and 2023, respectively.

We had interests in the Investment Funds with a fair value of approximately $ 2.7 billion as of December 31, 2025 and 2024.

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

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

CVR Energy is headquartered in Sugar Land, Texas.

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

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

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

(“CVR Energy”), along with our interest in CVR Partners, LP, a publicly traded limited partnership (“CVR Partners”) and subsidiary of CVR Energy.

CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing businesses, the renewable fuels businesses, as well as in the nitrogen fertilizer manufacturing and distribution businesses through its holdings in CVR Partners.

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

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

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

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

As of December 31, 2024, we owned approximately 66 % of the total outstanding common stock of CVR Energy and 2 % of the outstanding common units of CVR Partners.

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

During the year ended December 31, 2025, we increased our ownership of CVR Energy by acquiring 3,726,090 shares for a total purchase price of approximately $ 65 million.

During this period, we also increased our ownership of CVR Partners by acquiring 98,082 units for a total purchase price of approximately $ 7 million.

ICAHN ENTERPRISES L.P.

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

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

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

CVR Energy maintains the option to switch back to renewable diesel service if economically incentivized to do so.

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

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

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

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

In October and November of 2025, our Automotive segment completed the transfer of $ 465 million of owned real estate properties to our Real Estate segment.

Following the transfer, the Real Estate segment assumed control of the properties and will manage and lease them as part of its ongoing operations.

The Automotive segment entered into fair market value leases with the Real Estate segment for the locations in which it will continue to operate the Automotive Services business.

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

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

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

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

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

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Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products.

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

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

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

is anticipated to close in the first quarter of 2026.

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

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

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

The transaction included seller

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In October and November of 2025, our Automotive segment completed the transfer of $ 465 million of owned real estate properties to our Real Estate segment.

Following the transfer, the Real Estate segment assumed control of the properties and will manage and lease them as part of its ongoing operations.

The Automotive segment entered into fair market value leases with the Real Estate segment for the locations in which it will continue to operate the Automotive Services business.

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

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

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

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

Vivus is a specialty pharmaceutical company with two approved therapies:

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

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

Basis of Presentation and Summary of Significant Accounting Policies

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We structure and intend to continue structuring our investments to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended.

ICAHN ENTERPRISES L.P.

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Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in our inadvertently becoming an investment company that is required to register under the Investment Company Act.

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Principles of Consolidation

Our consolidated financial statements include the accounts of (i) Icahn Enterprises and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises, in addition to variable interest entities (“VIEs”) in which we are the primary beneficiary.

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In evaluating whether we have a controlling financial interest in entities that we consolidate, we consider the following:

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Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and therefore, the balance sheets of Icahn Enterprises and Icahn Enterprises Holdings are substantially the same.

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.

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.

We hold assets in a protected cell, which we are the primary beneficiary of, and therefore consolidate the protected cell.

At December 31, 2024, total assets related to the protected cell were $ 108 million and included in restricted cash in the consolidated balance sheet.

Our total assets related to the protected cell were $ 113 million and $ 108 million as of December 31, 2025 and 2024, respectively, and included in restricted cash in the consolidated balance sheet.

Discontinued Operations and Assets Held For Sale

We classify assets and liabilities as held for sale when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition.

ICAHN ENTERPRISES L.P.

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and whether actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn.

We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn.

Our assets held for sale were $ 25 million as of December 31, 2024, all of which relates to certain properties in our Real Estate segment.

In November 2024, we entered into a purchase and sale agreement to sell certain properties, which is expected to close in the first quarter of 2025.

In November 2024, we entered into a purchase and sale agreement to sell certain properties, which closed in August 2025.

In accordance with U.S.

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GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.

Due to the inherent uncertainty involved in making estimates, actual results may differ from the estimates and assumptions used in preparing the consolidated financial statements.

Reclassifications

Certain reclassifications from the prior year presentation have been made to conform to the current year presentation, which did not have an impact on previously reported net income and equity and are not deemed material.

Due to the inherent uncertainty involved

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in making estimates, actual results may differ from the estimates and assumptions used in preparing the consolidated financial statements.

Fair Value of Financial Instruments

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The discount rates used were commensurate with the inherent risks associated with each type of asset and the level and timing of cash flows appropriately reflect market participant assumptions.

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primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

The primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

Acquisition, Investments and Disposition of Entities under Common Control

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In the case of acquisitions of entities under common control, such Common Control Gains or Losses are allocated in accordance with their respective partnership percentages under the Amended and Restated Agreement of Limited Partnership dated as of May 12, 1987, as amended from time to time (together with the partnership agreement of Icahn Enterprises Holdings, the “Partnership Agreement”) (i.e., 98.01 % to the limited partners and 1.99 % to the general partner).

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents and restricted cash and restricted cash equivalents in our consolidated statements of cash flows is comprised of (i) cash and cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash.

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We consider short-term investments, which are highly liquid with original maturities of three months or less at date of purchase, to be cash equivalents.

As of December 31, 2023, our cash and cash equivalents balance included $ 598 million of reserved funds at our Energy segment to be utilized for the repayment of our Energy segment’s 5.250 % senior unsecured notes due 2025.

Cash Held at Consolidated Affiliated Partnerships and Restricted Cash

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

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

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Investment transactions of the Investment Funds are recorded on a trade date basis.

Realized gains or losses on sales of investments are based on the first-in, first-out or

ICAHN ENTERPRISES L.P.

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the specific identification method.

Realized gains or losses on sales of investments are based on the first-in, first-out or the specific identification method.

Realized and unrealized gains or losses on investments are recorded in the consolidated statements of operations.

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Such fluctuations are reflected in net gain (loss) from investment activities in the consolidated statements of operations.

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Fair Values of Financial Instruments.

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Dividend income is recorded on the ex-dividend date and interest income is recognized when earned.

ICAHN ENTERPRISES L.P.

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TEB LLC (“TEB”).

In August 2025, the Company sold certain properties to TEB.

TEB was formed by a third-party developer for such developer to acquire, redevelop and operate the properties sold by the Company.

In connection with the sale of the properties, the Company received cash, provided certain seller financing and also received a preferred equity interest and a profits interest in TEB.

The Company did not provide any cash capital to TEB and the Company is not obligated to invest any capital contributions to support TEB or its operations in the future.

The operation of TEB’s business is the sole responsibility of the other member who serves as manager of TEB and the Company does not have control over the operations of the business.

The Company has certain protective rights in connection with its preferred equity interest.

The Company has evaluated its involvement with TEB and determined that the entity meets the definition of a variable interest entity.

The Company determined it is not the primary beneficiary, as certain decisions related to the entity’s operations require the consent of both the Company and the other member serving as the manager.

As a result, the Company does not consolidate TEB and accounts for its preferred equity investment under the equity method.

As of December 31, 2025, the carrying amount of our equity method investment in TEB was $ 74 million and is included in investments in the condensed consolidated balance sheet.

Our maximum exposure to loss in connection with our involvement in TEB is limited to the carrying value of our equity investment and related party loan receivable, which together total $ 203 million as of December 31, 2025.

Fair Value Option for Financial Assets and Financial Liabilities

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Subsequent changes in fair value must be recorded in earnings.

In estimating the fair value for financial instruments for which the fair value option has been elected, we use the valuation methodologies in accordance to where the financial instruments are classified within the fair value hierarchy as discussed in Note 6, “Fair Value Measurements.” For our Investment segment, we apply the fair value option to our investments that would otherwise be accounted under the equity method.

In estimating the fair value for financial

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instruments for which the fair value option has been elected, we use the valuation methodologies in accordance to where the financial instruments are classified within the fair value hierarchy as discussed in Note 6, “Fair Value Measurements.” For our Investment segment, we apply the fair value option to our investments that would otherwise be accounted under the equity method.

From time to time, our subsidiaries enter into derivative contracts, including purchased and written option contracts, swap contracts, futures contracts and forward contracts.

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Cost is determined by using the FIFO method, except for our Automotive segment which uses the last-in, first out (“LIFO”) method and the Pharma segment which utilizes weighted-average cost.

Inventory recorded using the LIFO method was $ 168 million and $ 228 million as of December 31, 2024 and 2023, respectively, all of which

Inventory recorded using the LIFO method was $ 164 million and $ 168 million as of December 31, 2025 and 2024, respectively, all of which relates to finished goods.

The cost of manufactured goods includes the cost of direct materials, labor and manufacturing overhead.

Our Automotive, Food Packaging, Home Fashion and Pharma segments write-down inventory for estimated excess, slow-moving and obsolete inventory as well as inventory whose carrying value is in excess of net realizable value.

ICAHN ENTERPRISES L.P.

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relates to finished goods.

The cost of manufactured goods includes the cost of direct materials, labor and manufacturing overhead.

Long-Lived Assets

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Depreciation and amortization are computed principally by the straight-line method for financial reporting purposes.

During the second quarter of 2023, a significant tenant of a commercial high-rise property within our Real Estate segment was notified of default for non-payment.

The tenant was unable to cure the default status and the lease was terminated.

We considered this default, along with other facts and circumstances, a triggering event for potential impairment and we assessed the carrying value of this long-lived asset for recoverability using the undiscounted cash flow method during the second quarter of 2023.

We determined the total undiscounted cash flows of the property exceeded its carrying value and therefore, no impairment is required.

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

In accordance with ASC 360-10, our Energy segment evaluated the recoverability of the asset group and concluded the carrying value was recoverable.

However, due to the change in planned utilization, the estimated remaining useful lives of certain assets within its renewables business were adjusted downward beginning September 2025.

Approximately $ 93 million of the impacted property, plant and equipment’s carrying value was fully depreciated before the reversion of the RDU back to hydrocarbon processing commenced.

In October and November of 2025, the Automotive segment transferred $ 465 million of owned land and buildings to the Real Estate segment.

In connection with the transfer of the Automotive segment owned real estate to the Real Estate segment, the Automotive segment determined the net assets of the segment changed materially and therefore a triggering event occurred.

The segment performed a recoverability analysis of its long-lived assets and determined that certain assets were unrecoverable on an un-discounted cash flow basis and recognized an impairment of $ 23 million as of the date of transfer in October of 2025.

As of December 31, 2025, our long-lived assets did not have any impairment indicators.

Land and construction in progress are stated at the lower of cost or net realizable value.

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Our Energy segment’s turnaround expenditures are deferred for its petroleum business and expensed as incurred for its nitrogen fertilizer business.

Turnarounds generally occur every four to five years for our Energy segment’s refineries and generally every three years for its nitrogen fertilizer plants.

Major planned turnaround activities for the petroleum business vary in frequency dependent on refinery units, but generally occur every four to five years, with minor turnaround activities occurring more frequently, while the frequency of turnarounds in the Nitrogen Fertilizer business is generally every three years.

Deferred turnaround costs, net of accumulated amortization, are included in other assets in the consolidated financial statements.

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Goodwill is reviewed for impairment annually, or more frequently if impairment indicators exist.

An impairment exists when a reporting unit’s carrying value exceeds its fair value.

When performing the goodwill impairment testing, we first consider qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Qualitative factors include considering macroeconomic conditions, industry and market conditions, overall financial performance and other factors.

If necessary, a quantitative impairment test is performed.

When a quantitative impairment test is performed, a reporting units’ fair value is based on valuation techniques using the best available information, primarily discounted cash flow

An impairment exists when a reporting unit’s carrying value exceeds its

ICAHN ENTERPRISES L.P.

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projections, guideline transaction multiples, and multiples of current and future earnings.

Qualitative factors include considering macroeconomic conditions, industry and market conditions, overall financial performance and other factors.

If necessary, a quantitative impairment test is performed.

When a quantitative impairment test is performed, a reporting units’ fair value is based on valuation techniques using the best available information, primarily discounted cash flow projections and guideline public company multiples of current and future earnings.

The impairment charge, if any, is the excess of the tested reporting unit’s carrying value over its fair value, limited to the total amount of goodwill allocated to the tested reporting unit.

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Additionally, in acquisitions of common control companies accounted for at historical cost similar to a pooling of interests, the general partner’s capital account would be charged (or credited) in a manner similar to a distribution (or contribution) for the excess (or deficit) of the fair value of consideration paid over historical basis in the business acquired.

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Capital Accounts, as defined under the Partnership Agreement, are maintained for our general partner and our limited partners.

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Under our Partnership Agreement, the general partner is required to make additional capital contributions to us upon the issuance of any additional depositary units in order to maintain a capital account balance equal to 1.99 % of the total capital accounts of all partners.

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Generally, net earnings for U.S.

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Except as described below, no provision has been made for federal, state, local or foreign income taxes on the results of operations generated by partnership activities, as such taxes are the responsibility of the partners.

Provision has been made for federal, state, local or foreign income taxes on the results of operations generated by our corporate subsidiaries and these are reflected within continuing and discontinued operations.

Provision has been made for federal, state, local or foreign income taxes on the results of operations generated by our corporate subsidiaries and these are reflected within continuing operations.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.

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The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged.

If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is greater than 50 percent likely to be recognized upon ultimate settlement with the taxing authority is recorded.

See Note 16, “Income Taxes,” for additional information.

The determination of whether an arrangement is or contains a lease occurs at inception.

We account for arrangements that contain lease and non-lease components as a single lease component for all classes of underlying

If an uncertain tax position meets the “more-likely-than-not” threshold, the

ICAHN ENTERPRISES L.P.

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largest amount of tax benefit that is greater than 50 percent likely to be recognized upon ultimate settlement with the taxing authority is recorded.

See Note 16, “Income Taxes,” for additional information.

The determination of whether an arrangement is or contains a lease occurs at inception.

We account for arrangements that contain lease and non-lease components as a single lease component for all classes of underlying assets.

Leases in which we are the lessor are primarily within our Automotive segment and Real Estate segment.

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Cash receipts for all lease payments received are included in net cash flows from operating activities in the consolidated statements of cash flows.

Intercompany leases between the Automotive and Real Estate segments are eliminated in consolidation.

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Revenue From Contracts With Customers and Contract Balances

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Related contract assets are included in accounts receivable, net or other assets and related contract liabilities are included in accrued expenses and other liabilities in the consolidated balance sheets.

Our disaggregation of revenue information includes our net sales and other revenues from operations for each of our reporting segments as well as additional disaggregation of revenue information for our Energy

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and Automotive segments.

See Note 15, “Segment and Geographic Reporting,” for our complete disaggregation of revenue information.

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As of December 31, 2025, our Energy segment had $ 4 million of remaining performance obligations for contracts with an original expected duration of more than one year.

Our Energy segment expects to recognize approximately $ 4 million of these performance obligations as revenue by the end of 2025 , an additional $ 3 million by the end of 2026 , and the remaining balance thereafter.

Our Energy segment expects to recognize approximately $ 3 million of these performance obligations as revenue by the end of 2026 , and the remainder in 2027.

Contract balances:

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Contracts requiring prepayment are generally short-term in nature and, as discussed above, revenue is recognized at the point in time in which the customer obtains control of the product.

In addition, it includes deferred revenue associated with agreements entered into with third-party investors that has allowed our Energy segment to monetize certain tax credits available under Section 45Q of the Internal Revenue Code (the “45Q Transaction”).

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(the “45Q Transaction”).

Our Energy segment had deferred revenue of $ 44 million and $ 78 million as of December 31, 2025 and 2024, respectively.

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Our Automotive segment recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

Our Automotive segment revenue from retail and commercial parts sales

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties.

Our Automotive segment revenue includes the sale of installed parts related to Automotive Services and is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties.

Automotive Service revenues are recognized on completion of the service and consist of products and the labor charged for installing products or maintaining or repairing vehicles.

17 unchanged sentences

Our Pharma segment records product and supply revenue at the time of shipment at which time it has satisfied its performance obligations.

Product revenue represents the significant majority of our Pharma segment’s revenue and is recognized net of estimated returns as well as net of consideration paid to customers, wholesalers and certified pharmacies for services rendered in accordance with their respective services network agreements and includes a fixed rate per prescription shipped and monthly program management and data fees.

Consideration fees are not deemed sufficiently separable from the customers’ purchase of the products and therefore, such fees are recorded as a reduction of revenue at the time of revenue recognition.

Our Pharma segment, as the principal party in a supply arrangement, recognizes supply revenue on a gross basis.

Our Pharma segment also recognizes license and royalty revenue, which are not significant.

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

pharmacies for services rendered in accordance with their respective services network agreements and includes a fixed rate per prescription shipped and monthly program management and data fees.

Our Pharma segment, as the principal party in a supply arrangement, recognizes supply revenue on a gross basis.

Our Pharma segment also recognizes license and royalty revenue, which are not significant.

Other Revenue and Expense Recognition

18 unchanged sentences

Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency Translation

3 unchanged sentences

Deferred taxes are not provided on translation adjustments, other than for intercompany loans not designated as permanently reinvested, as the earnings of the subsidiaries are considered to be permanently reinvested.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentrations of credit risk

6 unchanged sentences

Adoption of New Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , which includes requirements for more robust disclosures of significant segment expenses and measures of a segment’s profit and loss used in assessing performance.

This standard is effective for the Company’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025 with early adoptions permitted.

We adopted this ASU effective January 1, 2024.

The adoption of this standard did not have a significant impact on our consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which amends guidance in Topic 820, Fair Value Measurement.

The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value.

The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

The amendment requires the following disclosures for equity securities subject to contractual sale restrictions:

the fair value of equity securities subject to contractual sale restrictions;

the nature and remaining duration of the restriction(s);

and the circumstances that could cause a lapse in the restriction(s).

The amended guidance is effective January 1, 2024 on a prospective basis.

We adopted this ASU effective January 1, 2024.

The adoption of this standard did not have a significant impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows.

Effective January 1, 2025, we adopted ASU No.

2023-09, Income Taxes (Topic 740) Improvements to Income Taxes Disclosures on a prospective basis.

The adoption did not have a material impact on the Company’s consolidated financial statements;

however, it resulted in expanded income tax disclosures.

Recently Issued Accounting Standards

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We are currently assessing the impact of adopting this standard on our consolidated financial statements.

This standard is effective for the Company beginning January 1, 2025 with early adoption permitted.

While the Company does not expect adoption will have a material impact on our consolidated financial statements, we currently expect additional disclosures will be included for our annual reporting period beginning January 1, 2025.

The Company does not intend to early adopt this ASU.

In September 2025, the FASB issued ASU 2025-06, Intangibles (Subtopic 350-40):

Targeted Improvements to the

Accounting for Internal-Use Software , which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40, including the elimination of accounting consideration of software project development stages and enhancement of the guidance around the ‘probable-to-complete’ threshold.

This standard is effective for the Company’s annual and interim reporting periods beginning January 1, 2028.

Retrospective application to comparative periods is optional, and early adoption is permitted.

The Company is evaluating the effects of adopting this new accounting guidance.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) , which establishes the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and (2) a grant related to income.

This standard is effective for the Company’s annual reporting period beginning January 1, 2029 and interim reporting periods beginning within that annual reporting period.

Retrospective application to comparative periods is optional, and early adoption is permitted.

The Company is evaluating the potential impacts of adopting this new accounting guidance.

Subsidiary Bankruptcy and Deconsolidation

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On May 2, 2023, the Bankruptcy Court approved a global settlement in the Chapter 11 Cases between Auto Plus, its non-Auto Plus affiliates, and the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases (the “Committee”) that provides for a guaranteed recovery to unsecured creditors, the payment of all administrative and priority claims in the Chapter 11 Cases, and the resolution of all disputes between Auto Plus, its non-Auto Plus affiliates, and the Committee.

On May 19, 2023, the Bankruptcy Court approved five sales of Auto Plus’ assets to five different bidders pursuant to Section 363 of the Bankruptcy Code, comprising a significant majority of Auto Plus’ total assets (the “363 Sales”).

On May 19, 2023, the Bankruptcy Court approved five sales of Auto Plus’s assets to five different bidders pursuant to Section 363 of the Bankruptcy Code, comprising a significant majority of Auto Plus’s total assets (the “363 Sales”).

AEP PLC was the buyer for one of the 363 Sales, pursuant to a credit bid of $ 10 million for a portion of its senior secured debtor-in-possession loan to Auto Plus.

The last of the 363 Sales closed on June 12, 2023.

The proceeds of the 363 Sales have been and will continue to be used to satisfy obligations to Auto Plus’ creditors.

On June 16, 2023, the Bankruptcy Court entered an order approving Auto Plus’ Third Amended Combined Disclosure Statement and Joint Plan of Liquidation (the “Bankruptcy Plan”).

The proceeds of the 363 Sales have been and will continue to be used to satisfy obligations to Auto Plus’s creditors.

On June 16, 2023, the Bankruptcy Court entered an order approving Auto Plus’s Third Amended Combined Disclosure Statement and Joint Plan of Liquidation (the “Bankruptcy Plan”).

The effective date of the Bankruptcy Plan occurred on October 6, 2023.

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Related Party Transactions

Our second amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act.

Our third amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act.

The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates.

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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, representing approximately 35 % and 39 % of the Investment Funds’ assets under management as of each respective date.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $ 250 million and $ 2.0 billion from the Investment Funds for the years ended December 31, 2024 and 2023, respectively.

Icahn and his affiliates (excluding us and Brett Icahn) was $ 908 million and approximately $ 1.5 billion, respectively, representing approximately 25 % and 35 % of the Investment Funds’ assets under management as of each respective date.

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, the Investment Funds issued a pro-rata distribution in cash of $ 650 million, including $ 256 million to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) and $ 394 million to the Holding Company during the year ended December 31, 2024.

The Investment Funds issued a pro-rata distribution in cash of $ 400 million, including $ 158 million to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) and $ 242 million to the Holding Company during the year ended December 31, 2023.

We pay for expenses pertaining to the operation, administration and investment activities of our Investment segment for the benefit of the Investment Funds (including salaries, benefits and rent).

Effective April 1, 2011, based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds.

For the years ended December 31, 2024, 2023 and 2022, $ 19 million, $ 18 million and $ 18 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

For the years ended

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023, $ 15 million, $ 19 million and $ 18 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

In August 2025, the Company sold certain properties to TEB LLC (“TEB”).

TEB was formed by a third-party developer for such developer to acquire, redevelop and operate the properties sold by the Company.

In connection with the sale of the properties, the Company provided certain seller financing and received cash, a preferred equity interest and a profits interest in TEB.

The Company did not provide any cash capital to TEB and the Company is not obligated to invest any capital contributions to support TEB or its operations in the future.

The operation of TEB’s business is the sole responsibility of the other member who serves as manager of TEB and the Company does not have control over the operations of the business.

The Company has certain protective rights in connection with its preferred equity interest.

The Company does not consolidate TEB and accounts for its preferred equity investment under the equity method.

Entities that are recognized under the equity method of accounting are deemed to be related parties.

Auto Plus and AEP PLC

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For the eleven months from the date of deconsolidation of January 31, 2023 through December 31, 2023, the total lease revenues of entities within the Real Estate segment from Auto Plus were $ 3 million.

Note Receivable from Auto Plus

In connection with the Auto Plus bankruptcy filing, we entered into a priming, senior secured, super priority debtor-in-possession credit facility with Auto Plus (the “DIP Credit Facility”) on January 31, 2023, under which (i) we agreed to provide new loans in an aggregate amount of up to $ 75 million and (ii) subject to final approval of the DIP Credit Facility by the Bankruptcy Court, all the loans under our pre-petition credit facility with Auto Plus would be rolled-up and converted into loans under the DIP Credit Facility.

On February 6, 2023, we loaned $ 17 million in cash pursuant to the DIP Credit Facility.

On May 2, 2023, we converted and rolled up our related party note receivable with our existing loans under the DIP Credit Facility.

We collected cash for the repayment of the note receivable of $ 48 million as of December 31, 2024.

We estimated our cash to be collected for the repayment of the note receivable to be $ 11 million at December 31, 2024, resulting in a write-off of $ 127 million during the year ended December 31, 2024.

In connection with the Auto Plus auction, AEP PLC acquired $ 10 million of assets mostly comprised of Aftermarket Parts inventory during the year ended December 31, 2023.

1 unchanged sentence

The results of AEP PLC are consolidated within our Automotive segment at December 31, 2024 and were not material.

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.

The final remaining inventory was sold in 2025, removing us from the Aftermarket Parts business.

Other Related Party Agreements

5 unchanged sentences

Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one -time lump sum payment as described in and computed pursuant to the manager agreement.

Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement.

Brett Icahn will not be

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

accordance with the manager agreement, Brett Icahn will co-invest with the Investment Funds in certain positions, will make cash contributions to the Investment Funds in order to fund such co-investments and will have a special limited partnership interest in the Investment Funds through which the profit and loss attributable to such co-investments will be allocated to him.

entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement.

In accordance with the manager agreement, Brett Icahn will co-invest with the Investment Funds in certain positions, will make cash contributions to the Investment Funds in order to fund such co-investments and will have a special limited partnership interest in the Investment Funds through which the profit and loss attributable to such co-investments will be allocated to him.

Brett Icahn had net redemptions of $ 18 million and $ 4 million in the years ended December 31, 2025 and 2024, respectively.

12 unchanged sentences

Debt securities:

Communications

Securities sold, not yet purchased, at fair value:

Equity securities:

Consumer, non-cyclical

Consumer, cyclical

Debt securities:

Communications

The portions of unrealized losses that relate to securities still held by our Investment segment, primarily equity securities, were $ 187 million, $ 302 million and $ 1,544 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The portions of unrealized gains and (losses) that relate to securities still held by our Investment segment, primarily equity securities, were $ 140 million, $( 187 ) million and $( 302 ) million for the years ended December 31, 2025, 2024 and 2023, respectively.

As discussed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” when certain investments become subject to the equity method of accounting, our Investment segment elects the fair value option to such investment.

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Conversely, there is a presumption that for investments in which we have less than 20% of the voting interests of the investee that we do not have the ability to exercise significant influence.

However, such presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is present, such as when we have representation on the board of directors of such investee.

After considering specific facts and circumstances, including the collective ownership in entities by the Investment Funds and affiliates of Mr.

Icahn, as well as their collective representation on each of the boards of directors, we have

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

such presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is present, such as when we have representation on the board of directors of such investee.

After considering specific facts and circumstances, including the collective ownership in entities by the Investment Funds and affiliates of Mr.

Icahn, as well as their collective representation on each of the boards of directors, we have determined that we had the ability to exercise significant influence over the operating and financial policies of certain investees of our Investment segment.

During the third quarter of 2023, the Investment Funds sold their entire investment in Xerox.

Prior to the sale of its investment in Xerox, the Investment Funds owned approximately 22.0 % of the outstanding common stock of Xerox.

Due to the nature of our Investment segment’s operations, the sale of Xerox was deemed to be in the ordinary course of business.

Fair Value of

Gains (Losses)

Recognized in Other loss, net

Year Ended December 31,

(in millions)

Xerox Holding Corporation

The following tables contain summarized financial information with respect to our investment in Xerox during the period (or partial periods) in which we possessed the ability to exercise significant influence over the operating and financial policies of the investee.

Year Ended December 31,

(in millions)

Net sales/Other revenue from operations

Cost of goods sold/Other expenses from operations

Net loss attributable to investee shareholders

determined that we had the ability to exercise significant influence over the operating and financial policies of certain investees of our Investment segment.

Other Segments and Holding Company

5 unchanged sentences

Other investments measured at fair value

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were no unrealized gains and (losses) that relate to equity securities still held by our other segments and our Holding Company for the years ended December 31, 2024 and 2023, and unrealized gains of $ 61 million for the year ended December 31, 2022.

There were no unrealized gains and (losses) that related to equity securities still held by our other segments and our Holding Company for the years ended December 31, 2025, 2024 and 2023.

In August 2025, we recognized a preferred equity investment in TEB in connection with the sale of certain properties to the entity, which contributed to the increase in our equity method investments as of December 31, 2025.

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.

10 unchanged sentences

Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

2 unchanged sentences

Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

13 unchanged sentences

Such valuation used a combination of the market approach and the discounted cash flow methodology with key inputs including the discount rate, contractual and expected future cash flows, and market multiples.

CVR Partners determined the estimated fair value of the consideration received to be $ 46 million in the first quarter of 2023.

Holding Company

The estimated fair value of the Company’s note receivable from Auto Plus was measured at January 31, 2023 using the income approach with Level 3 inputs by discounting the forecasted cash inflows associated with the note using an estimated market discount rate.

The Company measured the fair value of the related party note using the practical expedient for a collateral-dependent loan in accordance with ASC Topic 326 to determine the allowance based on the fair value of collateral less costs to sell.

The collateral for the note primarily consists of cash and accounts receivable.

The Company estimated the fair value of the accounts receivable by using an average from a range of expected cash collection projections.

We determined the estimated fair value to be $ 7 million at December 31, 2024.

Financial Instruments

In the normal course of business, the Investment Funds may trade various financial instruments and enter into certain investment activities, which may give rise to off-balance-sheet risks, with the objective of capital appreciation or as economic hedges against other securities or the market as a whole.

The Investment Funds’ investments may include

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Instruments

The Investment Funds’ investments may include futures, forwards, options, swaps and securities sold, not yet purchased.

futures, forwards, options, swaps and securities sold, not yet purchased.

These financial instruments represent future commitments to purchase or sell other financial instruments or to exchange an amount of cash based on the change in an underlying instrument at specific terms at specified future dates.

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The Investment Funds may utilize forward contracts in securities, or to seek to protect their assets denominated in foreign currencies and precious metals holdings from losses due to fluctuations in foreign exchange rates and spot rates.

The Investment Funds’ exposure to credit risk associated with non-performance of such forward contracts is limited to the unrealized gains or losses inherent in such contracts, which are recognized in other assets and accrued expenses and other liabilities in our consolidated balance sheets, and to the independent amount posted on such forward contracts pursuant to the margin requirements of the relevant agreement, which is recognized in restricted cash in our consolidated balance sheets.

The Investment Funds may also enter into foreign currency contracts for purposes other than hedging denominated securities.

1 unchanged sentence

The Investment Funds record unrealized gains or losses on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Investment Funds may also purchase and write option contracts.

2 unchanged sentences

Accordingly, these transactions result in off-balance-sheet risk, as the Investment Funds’ satisfaction of the obligations may exceed the amount recognized in our consolidated balance sheets.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain terms of the Investment Funds’ contracts with derivative counterparties, which are standard and customary to such contracts, contain certain triggering events that would give the counterparties the right to terminate the derivative instruments.

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(1) The short notional amount on our credit default swap positions was approximately $ 213 million at December 31, 2024.

However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is approximately $ 55 million as of December 31, 2024.

The short notional amount on our credit default swap positions was approximately $ 2.5 billion as of December 31, 2023.

However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is $ 0.4 billion as of December 31, 2023.

However, because credit spreads cannot compress below zero , our downside short notional exposure to loss was approximately $ 55 million as of December 31, 2024.

Certain derivative contracts executed by each of the Investment Funds with a single counterparty are reported on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement.

30 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024 and 2023, CVR Energy had swap positions for crack spreads of less than 1 million barrels and 11 million barrels of refined products, respectively.

As of December 31, 2024 and 2023, CVR Energy had future contracts of less than 1 million barrels and no future contracts, respectively.

As of December 31, 2024 and 2023, CVR Energy had forward contracts of less than 1 million barrels at each period.

As of December 31, 2025 and 2024, CVR Energy had swap positions for crack spreads that offset to 3,120 thousand and 63 thousand barrels at each period, respectively.

As of December 31, 2025 and 2024, CVR Energy had 75 thousand and 159 thousand barrels of future contracts at each period, respectively.

As of December 31, 2025 and 2024, CVR Energy had forward contracts of 736 thousand and 11 thousand barrels of forward contracts at each period, respectively.

As of December 31, 2025, CVR Energy had open fixed-price commitments to purchase a net 11 million RINs.

As of December 31, 2023, CVR Energy had open fixed-price commitments to sell a net of 11 million RINs.

As of December 31, 2024, CVR Energy had open fixed-price commitments to purchase a net of 7 million RINs.

The following table presents the fair value of our Energy segment’s derivatives and the effect of the collateral netting:

12 unchanged sentences

There were no derivative liabilities in our Energy segments’ derivative instruments with credit-risk-related contingent features as of December 31, 2025 and 2024, and no collateral has been posted.

Gains and (losses) recognized on derivatives for our Energy segment were $ 13 million, $ 5 million and $( 55 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

Gains and (losses) recognized on derivatives for our Energy segment are included in cost of goods sold on the consolidated statements of operations.

Net gains recognized on derivatives for our Energy segment were $ 22 million, $ 13 million and $ 5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Gains recognized on derivatives for our Energy segment are included in cost of goods sold on the consolidated statements of operations.

Related Party Notes Receivable, Net

4 unchanged sentences

Related party notes receivable, net

Allowance for expected credit losses:

Beginning Balance as of December 31, 2023

Credit loss provision

Ending Balance as of December 31, 2024

There were no write-offs associated with related party notes receivable for the year ended December 31, 2025.

Write-offs associated with related party notes receivable were $ 127 million for the year ended December 31, 2023.

See Note 6, “Fair Value Measurements” for additional information related to the fair value of the related party notes receivable.

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were no write-offs associated with related party notes receivable for the year ended December 31, 2024.Write-offs associated with related party notes receivable were $ 127 million for the year ended December 31, 2023.

See Note 6, “Fair Value Measurements” for additional information related to the fair value of the related party notes receivable.

Inventories, Net

15 unchanged sentences

Depreciation and amortization expense related to property, plant and equipment for the years ended December 31, 2025, 2024 and 2023 was $ 465 million, $ 400 million and $ 384 million, respectively.

In connection with our Energy segment’s reversion of RDU back to hydrocarbon processing service, our Energy segment assessed the petroleum business and renewable business asset groups for impairment in accordance with ASC 360-10 and concluded the carrying value of the asset group was recoverable.

However, the remaining useful lives of certain assets within the renewables business were adjusted as a result of changes in their expected utilization beginning in September 2025.

As a result, approximately, $ 93 million of the impacted property, plant and equipment’s carrying value was fully depreciated before the reversion back to hydrocarbon processing commenced.

In October and November of 2025, the Automotive segment transferred $ 465 million of owned land and buildings to the Real Estate segment.

As of December 31, 2025, our long-lived assets did not have any impairment indicators.

ICAHN ENTERPRISES L.P.

45 unchanged sentences

We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year, or more frequently if impairment indicators exist.

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.

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

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.

During 2023, our Automotive segment performed a quantitative impairment analysis at its reporting unit and determined that the fair value was higher than the carrying value and therefore, no impairment was required.

Impairment of Intangible Assets

In conjunction with our goodwill impairment test, we also performed a trademarks and brand names impairment analysis in accordance with FASB ASC 350, Intangibles-Goodwill and other , as of December 31, 2023.

Our impairment analyses compare the fair values of these assets to the related carrying values, and impairment charges are

Our goodwill impairment testing concluded that no impairment was required at that time.

In October and November of 2025, the Automotive segment transferred $ 465 million of owned land and buildings to the Real Estate segment.

In connection with this transfer the Automotive segment determined the net assets of the company changed materially and therefore a triggering event occurred.

The Automotive segment performed a quantitative analysis for goodwill impairment testing and concluded that its fair value exceeded its carrying value and therefore no impairment was recognized.

In connection with this analysis the Automotive segment recognized $ 23 million of impairment of its long-lived assets and $ 2 million of impairment of its indefinite lived assets.

ICAHN ENTERPRISES L.P.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recorded for any excess of carrying values over fair values.

The fair values of these assets are based upon the prospective stream of hypothetical after-tax royalty cost savings discounted at rates that reflect the rates of return appropriate for these intangible assets.

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

Impairment of Intangible Assets

In conjunction with our goodwill impairment tests, we also performed a trademarks and brand names impairment analysis in accordance with FASB ASC 350, Intangibles-Goodwill and other .

Our impairment analyses compared the fair values of these assets to the related carrying values, and impairment charges should be recorded for any excess of carrying values over fair values.

The fair values of these assets were based upon the prospective stream of hypothetical after-tax royalty cost savings discounted at rates that reflect the rates of return appropriate for these intangible assets.

The inputs used to determine the fair values of tradenames and trademarks are (i) the projected revenue growth, (ii) the royalty rate, (iii) the discount rate, and (iv) the tax rate.

Following this analysis, our Automotive segment recognized a $ 7 million impairment charge in the fourth quarter of 2023, resulting from a decrease in projected revenue growth.

Following this analysis, our Automotive segment recognized no impairment charge in the fourth quarter of 2024 and a $ 2 million impairment charge in the fourth quarter of 2025.

All Segments and Holding Company

42 unchanged sentences

Revenues from operating leases are included in other revenue from operations in the consolidated statements of operations and expenses from operating leases are included in other expenses from operations in the consolidated statements of operations.

Our Automotive segment’s anticipated future receipts of minimum operating lease payments are $ 23 million for 2025, $ 22 million for each of 2026, 2027 , 2028 , $ 21 million for 2029 and an aggregate of $ 56 million for 2030 and thereafter .

Our Automotive segment’s anticipated future receipts of minimum operating lease payments are $ 16 million for 2026 and 2027, $ 15 million for 2028, $ 14 million for each of 2029 and 2030, and an aggregate of $ 30 million for 2031 and thereafter .

Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases.

1 unchanged sentence

Our Real Estate segment’s revenue from operating leases were $ 14 million, $ 10 million and $ 17 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in other revenue from operations in the consolidated statements of operations.

Our Real Estate segment’s anticipated future receipts of minimum operating lease payments are $ 6 million for each of 2025 and 2026 , $ 5 million for 2027 , $ 6 million for each of 2027 and 2028 and an aggregate of $ 14 million for 2030 and thereafter .

Our Real Estate segment’s anticipated future receipts of minimum operating lease payments are $ 15 million for each of 2026 and 2027 , $ 16 million for each of 2028, 2029 and 2030 , and an aggregate of $ 32 million for 2031 and thereafter .

ICAHN ENTERPRISES L.P.

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9.000 % senior notes due 2030

Reporting Segments:

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

In August 2025, we, together with Icahn Enterprises Finance Corp., 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.

On February 26, 2026, we expect to use cash on hand to fully redeem the remaining outstanding 6.250 % senior secured notes due 2026.

See Note 22, “Subsequent Events.”

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.

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

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

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 of 1933, as amended (the “Securities Act”), for $ 700 million in aggregate principal amount of our issued and outstanding, unregistered 9.750 % senior notes due 2029 and $ 750 million aggregate principal amount of our 9.000 % senior notes due 2030 that have been registered under the Securities Act for $ 750 million aggregate principal amount of our issued and outstanding, unregistered 9.000 % senior notes due 2030.

The offer expired on October 17, 2024.

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.

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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.

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The net proceeds from such issuance, 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.

Icahn Enterprises recorded a gain on extinguishment of $ 8 million in 2024, a gain on extinguishment of debt of $ 13 million in 2023 and a loss on extinguishment of debt of $ 2 million in 2022 in connection with debt transactions.

Icahn Enterprises recorded a gain on extinguishment of $ 3 million in 2025, a gain on extinguishment of debt of $ 8 million in 2024 and a gain on extinguishment of debt of $ 13 million in 2023.

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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As of December 31, 2025 and 2024, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.

Additionally, as of December 31, 2024, based on covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness;

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

Additionally, as of December 31, 2025 and 2024, based on

ICAHN ENTERPRISES L.P.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness;

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

Reporting Segments

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Interest for each of these notes is accrued and paid based on contractual terms.

In December 2023, CVR Energy issued $ 600 million in aggregate principal amount of 8.50 % senior unsecured notes due 2029.

The proceeds from the issuance of these notes were used to fund the redemption in full of CVR Energy’s existing $ 600 million in aggregate principal amount of 5.25 % senior unsecured notes due 2025, at par in February 2024.

In February 2026, CVR Energy completed the issuance of $ 1 billion aggregate principal amount, 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 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 %.

In February 2024, CVR Energy redeemed all outstanding 5.250 % senior unsecured notes due 2025, at par.

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

These senior secured notes issued by CVR Partners are guaranteed on a senior secured basis by all of CVR Partners’ existing domestic subsidiaries, excluding CVR Nitrogen Finance Corporation.

The indenture governing these notes contain certain covenants that restrict the ability of the issuers and their restricted subsidiaries from incurring additional debt or issuing certain disqualified equity, create liens on certain assets to secure debt, pay dividends/distributions or make other equity distributions, purchase or redeem capital stock/common units, make certain investments, transfer and sell assets, agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to the issuers, consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets, engage in transactions with affiliates and designate restricted subsidiaries as unrestricted subsidiaries.

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.

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 %.

In September 2023, CVR Energy and certain of its subsidiaries (the “Credit Parties”) entered into Amendment No.

4 to the Amended and Restated ABL Credit Agreement dated December 20, 2012 (the “Amendment”, and as amended, the “CVR Energy ABL”), with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”).

The CVR Energy ABL is a senior secured asset based revolving credit facility in an aggregate principle amount of up to $ 275 million with a $ 125 million incremental facility, which is subject to additional lender commitments and certain other conditions.

The proceeds of the loans may be used for capital expenditures, working capital and general corporate purposes of the Credit Parties and their subsidiaries.

The CVR Energy ABL provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to certain borrowing base conditions, with sub-limits of $ 30 million for swingline loans and $ 60 million (or $ 100 million if increased by the Agent) for letters of credit.

The CVR Energy ABL is scheduled to mature on June 30, 2027.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

transfers to the issuers, consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets, engage in transactions with affiliates and designate restricted subsidiaries as unrestricted subsidiaries.

As of December 31, 2025 and 2024, total availability under the CVR Energy ABL and CVR Partners variable rate asset based revolving credit facilities aggregated $ 296 million and $ 277 million, respectively.

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Food Packaging

Viskase’s debt primarily consists of a credit agreement providing for a $ 134 million term loan and a $ 10 million revolving credit facility.

Viskase’s debt primarily consists of a credit agreement providing for a $ 99 million term loan and a $ 37 million revolving credit facility, of which $ 33 million is utilized.

The interest rate on Viskase’s term loans were 6.8 % and 7.5 % as of December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the total availability under the term loan aggregated $ 5 million and $ 25 million, respectively.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

All of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument.

These covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments and affiliate and extraordinary transactions.

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.

During 2025 and 2026, 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, 2025 and December 31, 2024, and greater flexibility for the measurement of the financial covenants for each of the fiscal quarters in 2025.

Non-Cash Charges to Interest Expense

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Unit distributions

2017 Incentive Plan

At-the-market offerings

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Icahn and his affiliates.

The aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $ 301 million, of which $ 70 was distributed to Mr.

The aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $ 383 million, of which $ 220 million was distributed to Mr.

Icahn and his affiliates, for the year ended December 31, 2024.

At-The-Market Offerings

In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement for the sale of its 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 current agreement, resulting in gross proceeds of $ 102 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.

As of December 31, 2024, 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 sale proceeds pursuant to its Open Market Sales Agreement entered into August 26, 2024.

From time to time Icahn Enterprises enters into Open Market Sale Agreements providing for the sale of its 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.

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.

ICAHN ENTERPRISES L.P.

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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 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.

2017 Incentive Plan

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Restructuring, net

Credit loss on notes receivable

Loss on deconsolidation

Interest expense

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Restructuring, net

Credit loss on notes receivable

Loss on deconsolidation

Interest expense

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Geographic locations for net sales and other revenues from operations are based on locations of the customers and geographic locations for property, plant, and equipment are based on the locations of the assets.

Effective January 1, 2025, we adopted ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Taxes Disclosures prospectively.

The difference between the book basis and the tax basis of our net assets, not directly subject to income taxes, is as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income tax benefit (expense) attributable to continuing operations is as follows:

Year Ended December 31,

Income tax benefit (expense) attributable to continuing operations using the updated requirements of ASU 2023-09 for 2025 is as follows:

(in millions)

Domestic Federal

Domestic State

International

Total current

Domestic Federal

Domestic State

International

Total deferred

A reconciliation of the income tax benefit (expense) calculated at the federal statutory rate to income tax benefit (expense) on continuing operations as shown in the consolidated statements of operations is as follows:

Income tax benefit (expense) attributable to continuing operations prior to the adoption of the guidance in ASU 2023-09 is as follows:

International

Total current

International

Total deferred

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table is a reconciliation of the U.S.

federal statutory rate of 21 % to the Company’s effective tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09.

Year Ended December 31,

(in millions)

Amount (in millions)

Income tax benefit at U.S.

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Tax effect from:

Foreign tax effects:

Changes in Valuation allowance

Other foreign jurisdictions

State and local income taxes, net of federal benefit (1)

Changes in Valuation allowance

Nontaxable or nondeductible items:

Non-controlling interest

Income not subject to taxation

Non-deductible executive compensation

Uncertain tax positions

Other adjustments:

Dividends received

Income tax benefit

(1) In 2025, the states that contributed to the majority ( greater than 50% ) of the tax effect in this category are Kansas, Tennessee and Oklahoma

A reconciliation of the income tax benefit (expense) calculated at the federal statutory rate to income tax benefit (expense) on continuing operations prior to the adoption of the guidance in ASU-2023-09 is as follows:

Income tax benefit at U.S.

statutory rate

Tax effect from:

Valuation allowance

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Disclosed below is a summary of net income taxes paid/(refunded) by jurisdiction pursuant to the disclosure requirements of ASU No.

2023-09 for the year ended December 31, 2025:

(in millions)

United States Federal

The tax effect of significant differences representing deferred tax assets (liabilities) (the difference between financial statement carrying value and the tax basis of assets and liabilities) is as follows:

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Projected future income, tax planning strategies and the expected reversal of deferred tax liabilities are considered in making this assessment.

As of December 31, 2024 we had a valuation allowance of approximately $ 908 million primarily related to tax loss and credit carryforwards and other deferred tax assets.

As of December 31, 2025 we had a valuation allowance of

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

approximately $ 722 million primarily related to tax loss and credit carryforwards and other deferred tax assets.

The current and future provisions for income taxes may be significantly impacted by changes to valuation allowances.

These allowances will be maintained until it is more likely than not that the deferred tax assets will be realized.

For the year ended December 31, 2024, the valuation allowance on deferred tax assets increased $ 48 million.

The increase was primarily attributable to increases in capital loss carryforwards and state net operating loss carryforwards.

For the year ended December 31, 2025, the valuation allowance on deferred tax assets decreased $ 186 million.

The decrease was primarily attributable to changes in capital loss carryforwards.

At December 31, 2025, American Entertainment Properties Corp.

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These credits, if not used, will begin expiring in 2040.

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, we have not provided taxes on approximately $ 141 million of undistributed earnings in foreign subsidiaries which are deemed to be indefinitely reinvested.

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Balance at January 1

Addition based on tax positions related to the current year

Increase for tax positions of prior years

Decrease for tax positions of prior years

Increase for currency translation

Decrease for statute of limitation expiration

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The total unrecognized tax benefits differ from the amount which would affect the effective tax rate primarily due to the impact of valuation allowances.

During the next 12 months, we do not expect any amount of unrecognized tax benefits to be released.

We recognize interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense.

We recorded less than $ 1 million, $ 4 million and $ 6 million as of December 31, 2024, 2023 and 2022, respectively, in liabilities for tax related net interest and penalties in our consolidated balance sheets.

We recorded less than $ 1 million, less than $ 1 million and $ 4 million as of December 31, 2025, 2024 and 2023, respectively, in liabilities for tax related net interest and penalties in our consolidated balance sheets.

Income tax expense (benefit) related to interest and penalties were $ 1 million, $( 4 ) million and $( 2 ) million for the years December 31, 2025, 2024 and 2023, respectively.

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Balance, December 31, 2025

Other Loss, Net

Other loss, net consists of the following:

Other Income, Net

Other income, net consists of the following:

Year Ended December 31,

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Gain on sale of equity investment

Foreign currency transaction loss

Foreign currency transaction gain (loss)

Gain on lease termination

Legal settlement loss

Gain (loss) on extinguishment of debt, net

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Due to the nature of our business, certain of our subsidiaries’ operations are subject to numerous existing and proposed laws and governmental regulations designed to protect human health and safety and the environment, particularly regarding plant wastes and emissions and solid waste disposal.

Our consolidated environmental liabilities on an undiscounted basis were $ 3 million and $ 19 million as of December 31, 2024 and 2023, respectively, primarily within our Energy segment, which are included in accrued expenses and other liabilities in our consolidated balance sheets.

Our consolidated environmental liabilities on an undiscounted basis were $ 3 million as of December 31, 2025 and 2024, primarily within our Energy segment, which are included in accrued expenses and other liabilities in our consolidated balance sheets.

We do not believe that environmental matters will have a material adverse impact on our consolidated results of operations and financial condition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CVR Energy’s obligated-party subsidiaries are subject to the Renewable Fuel Standard (“RFS”) implemented by the EPA which requires refiners to either blend renewable fuels into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending, in an amount equal to the renewable volume obligation (“RVO”) for the applicable compliance year.

CVR Energy’s obligated-party subsidiaries, Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC”), are subject to the Renewable Fuel Standard (“RFS”) of the Clean Air Act implemented by the EPA which requires refiners to either blend renewable fuels into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending, in an amount equal to the renewable volume obligation (“RVO”) for the applicable compliance year.

CVR Energy’s obligated-party subsidiaries are not able to blend the substantial majority of their transportation fuels and, unless their obligations are waived or exempted by the EPA, must either purchase RINs on the open market from third parties including its affiliates or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

One of CVR Energy’s obligated-party subsidiaries, Wynnewood Refining Company, LLC (“WRC”), qualifies as a “small refinery” defined under the RFS as a refinery with an average aggregate daily crude oil throughput for a calendar year no greater than 75,000 barrels, which enables WRC to petition for and receive small refinery exemptions (“SREs”) under the RFS should it be able to establish it suffered disproportionate economic hardship.

CVR Energy’s obligated-party subsidiaries have been parties to numerous lawsuits relating to the RFS, including lawsuits relating to WRC’s SREs for the 2017 through 2024 compliance years, which petitions are in various stages of review by the EPA and/or various courts, primarily including the following:

• Regarding WRC’s petitions for the 2017 to 2021 compliance periods which, together with the SRE petitions from certain other small refineries, had been denied by the EPA in 2022 (the “2022 Denials”), the EPA has yet to act on those petitions after the EPA’s denials were vacated by the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) in November 2023 and remanded back to the EPA on the grounds that the EPA’s denials were impermissibly retroactive and that the EPA’s interpretation was contrary to law and arbitrary and capricious as applied to petitioners’ exemptions.

In May 2024, the EPA and certain biofuels groups sought certiorari before the Supreme Court of the United States (“SCOTUS”) seeking review of whether venue for these challenges to the 2022 Denials lies exclusively in the United States Court of Appeals for the District of Colombia Circuit (the “DC Circuit”), which certiorari was granted in October 2024.

Oral argument is expected sometime in 2025.

• Regarding WRC’s petition for the 2022 compliance period, that petition was denied by the EPA in July 2023 largely on the same grounds as the 2022 Denials and had been stayed by the Fifth Circuit pending issuance of the mandate in case brought by other small refiners in July 2024 in the United States Court of Appeals for the District of Colombia Circuit (the “DC Circuit”) ruled in favor of certain small refineries also challenging the 2022 Denials, holding that the 2022 Denials as applicable to those small refineries was arbitrary and capricious, vacating such denials and remanding such petitions back to the EPA.

The DC Circuit also dismissed a challenge brought by biofuel producers to the EPA’s alternative compliance action, concluding that the petitioners had not established any harm from EPA’s decision and therefore lacked standing to sue.

WRC’s SRE petition for the 2022 compliance period, which was denied by the EPA in July 2023 largely on the same grounds as the 2022 Denials, had been stayed pending issuance of the mandate in the DC Circuit case.

• Regarding WRC’s petition for the 2023 compliance period, the United States District Court for the Southern District of Texas ruled in favor of WRC in its suit seeking a declaration that the Administrator of the EPA violated the CAA by failing to rule on WRC’s petition within 90 days, and issued a ruling that EPA must act on WRC’s petition in January 2025.

In January 2025, the EPA denied WRC’s petition.

In February 2025, WRC filed a petition with the Fifth Circuit seeking stay of WRC’s obligations under the RFS.

In its filings with the Fifth Circuit in February 2025, the EPA reported that it was reviewing its denial and did not oppose WRC’s stay.

• Regarding WRC’s petition for the 2024 compliance period, EPA has not yet ruled on WRC’s petition despite its ninety-day deadline.

WRC served on the EPA a notice of intent to sue EPA for this failure.

Our Energy segment recognized, net of RINS sales, an expense of approximately $ 46 million and a benefit of approximately $ 114 million for the years ended December 31, 2024 and 2023, and an expense of $ 435 million for the

ICAHN ENTERPRISES L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

year ended December 31, 2022, respectively, for CVR Energy’s obligated-party subsidiaries’ compliance with the RFS (based on the 2020, 2021, 2022 and 2023 annual RVO for the respective periods, excluding the impacts of any exemptions or waivers to which the obligated-party subsidiaries may be entitled).

One of CVR Energy’s obligated-party subsidiaries, Wynnewood Refining Company, LLC (“WRC”), currently qualifies as a “small refinery” defined under the RFS as a refinery with an average aggregate daily crude oil throughput for a calendar year no greater than 75,000 barrels, which enables WRC to petition for and receive small refinery exemptions (“SREs”) under the RFS should the EPA conclude WRC suffered disproportionate economic hardship.

Taking into account the August 2025 SRE Decision, our Energy segment recognized, net of RINs sales, a benefit of approximately $ 94 million and a expense of approximately $ 46 million for the years ended December 31, 2025 and 2024, and a benefit of $ 114 million for the year ended December 31, 2023, respectively, for CVR Energy’s obligated-party subsidiaries’ compliance with the RFS (based on the 2020, 2021, 2022 and 2023 annual RVO for the respective periods, excluding the impacts of any exemptions or waivers to which the obligated-party subsidiaries may be entitled).

The costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel are included within cost of goods sold in the consolidated statements of operations.

At each reporting period, to the extent RINs purchased or generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which CVR Energy’s obligated-party subsidiaries may be entitled), the remaining position is valued using RIN market prices at period end using each specific or closest vintage year.

As of December 31, 2025 and December 31, 2024, CVR Energy’s obligated-party subsidiaries’ RFS position was $ 72 million and $ 323 million, respectively, and is included in accrued expenses and other liabilities in the condensed consolidated balance sheets.

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In January 2023, CVR Partners and certain of its subsidiaries entered into a joint venture and related agreements with unaffiliated third-party investors and others intended to qualify for certain tax credits available under Section 45Q of the Internal Revenue Code.

Under the agreements entered into in connection with the 45Q Transactions, CVR Partners and certain of its subsidiaries are obligated to meet certain minimum quantities of carbon dioxide supply each year during the term of the agreement and could be subject to fees of up to $ 15 million per year, with an overall cap at $ 45 million, should it fail to perform.

Under the agreements entered into in connection with the 45Q Transactions, CVR Partners and certain of its subsidiaries are obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $ 15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $ 45 million cap, if these minimum quantities are not delivered.

From time to time, we and our subsidiaries are involved in various lawsuits arising in the normal course of business.

We do not believe that such normal routine litigation will have a material effect on our financial condition or results of operations.

Call Option Coverage Case – CVR Energy and certain of its affiliates (the “Call Defendants”) are engaged in two lawsuits relating to settlement of the consolidated lawsuits (collectively, the “Call Option Lawsuits”) filed by purported former unitholders of CVR Refining on behalf of themselves and an alleged class of similarly situated unitholders against CVR Energy and certain of its affiliates including Mr.

Icahn (the “Call Defendants”) relating to CVR Energy’s exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner including the Stipulation, Compromise and Release (the “Settlement”), which Settlement was entered into in August 2022 and had no further impact on CVR Energy’s financial position or results of operations beyond the amount recognized within Other (expense) income, net in the Consolidated Statements of Operations for the year ended December 31, 2022.

In the Texas declaration judgment commenced by CVR Energy’s primary and excess insurers (the “Insurers”) seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $ 50 million, the Call Defendants have appealed the entry of summary judgment by the lower court to the Texas appellate court, which appeal remains pending.

In the Delaware action filed by the Call Defendants against the Insurers seeking recovery of all amounts paid in connection with Settlement, mediation in 2024 was unsuccessful and motion practice remains in process.

While both cases remain pending, CVR Energy does not expect the outcome of these lawsuits to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

Guaranty Dispute – In connection with mediation conducted in September 2024, Exxon Mobil Corporation (“XOM”) formally demanded, pursuant to a guaranty claimed by XOM to have been issued in its favor in 1993 by a subsidiary of CVR Energy (the “Alleged Guaranty”), that a subsidiary of CVR Energy defend and indemnify it against claims asserted by various property owners in Louisiana alleging contamination from historic well operations relating to oil and gas leases in Louisiana sold by XOM in 1993 (the “LA Leases”).

CVR Energy disputes the validity of the alleged guaranty and has filed suit in the Superior Court of the State of Delaware for declaratory judgment relating thereto,

Call Option Coverage Cases - CVR Energy and certain of its affiliates (the “Call Defendants”) are engaged in two lawsuits with certain of the Call Defendants’ primary and excess insurers (the “Insurers”) relating to the August 2022 settlement (the “Settlement”) of the consolidated lawsuits filed by purported former unitholders of CVR Refining on

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

which suit remains pending.

As this matter remains in its early stages, CVR Energy cannot yet determine whether its outcome will have a material adverse impact on CVR Energy’s financial position, results of operations, or cash flows.

While CVR Energy vigorously oppose XOM’s claims, if the Alleged Guaranty is determined to obligate CVR Energy to indemnity XOM for all damages it could incur relating to the LA Leases, it could have a material effect on CVR Energy’s financial position, results of operations, or cash flows.

behalf of themselves and an alleged class of similarly situated unitholders against the Call Defendants relating to CVR Energy’s exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership, including a declaratory judgment action commenced in Texas by the Insurers seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $ 50 million (the “Texas Suit”) and an action filed by the Call Defendants in Delaware against the Insurers seeking recovery of all amounts paid in connection with the Settlement (the “Delaware Suit”).

CVR Energy’s appeal of summary judgment entered by the court in the Texas Suit in favor of the Insurers has been fully briefed but has not yet been ruled on by the appellate court.

The Delaware Suit has been effectively stayed by the Delaware court pending the outcome of the Texas Suit appeal.

While both cases remain pending, CVR Energy does not expect the outcome of these lawsuits to have a material adverse impact on its financial position, results of operations, or cash flows.

Renewable Fuel Standard Litigation - WRC’s previous legal challenges against the EPA relating to WRC’s SRE petitions for its historical compliance periods were effectively mooted by the 2025 SRE Decision and were dismissed in January 2026.

In October 2025, WRC filed in the DC Circuit a petition for review of the 2025 SRE Decision with respect to WRC’s 2020, 2022, 2023 and 2024 SREs, primarily intended to preserve WRC’s rights to challenge scoring and decisions relating to WRC’s future SRE petitions;

similar petitions for review of the 2025 SRE Decision were filed by multiple other refineries and others.

Certain small refineries, including WRC, have been granted leave to intervene in the petitions for review filed by certain biofuels groups challenging the EPA’s grant of SREs in the August 2025 SRE Decisions.

In July 2025, WRC submitted its SRE petition for the 2025 compliance period, which petition it supplemented in December 2025;

the EPA has yet to rule on WRC’s pending petition.

WRC is currently evaluating any actions WRC may take relating to its 2025 SRE petition should the EPA fail to rule, or adversely rule, on WRC’s 2025 SRE petition.

As these matters are in their earliest stages, the Company cannot yet determine the impact thereof, or any actions of the EPA relating thereto, could have on WRC’s past, current, and future obligations under the RFS or the Company’s financial position, results of operations, or cash flows, which could be material.

Wynnewood Refinery 2023 Fire Claim - In January 2025, a subsidiary of CVR Energy agreed to settlement of the lawsuit filed by three contractor employees alleging personal injuries arising from the 2023 fire at the Wynnewood refinery, which settlement is in process and is not expected to have any financial impact on CVR Energy.

CRNF Ammonia Release - CVR Energy, CVR Partners and certain of their affiliates (collectively, the “Ammonia

Defendants”) have been served with several lawsuits filed in state courts in Fort Bend County, Texas and/or received demand letters each alleging damages arising from an ammonia release that occurred at the fertilizer facility owned and operated by a CVR Partners subsidiary in October 2025, following which multiple individuals were transported to hospitals for evaluation and treatment.

As these matters are in their earliest stages, CVR Energy and CVR Partners cannot yet determine whether this incident or these lawsuits could have a material adverse effect on CVR Energy’s or CVR Partners’ financial position, results of operations, or cash flows.

Guaranty Dispute – Exxon Mobil Corporation (“XOM”) has demanded that a subsidiary of CVR Energy defend and indemnify it against multiple lawsuits filed against XOM between 2018 and 2025 by property owners in Louisiana alleging property contamination from oil wells (collectively, the “LA Suits”) under an alleged guaranty claimed by XOM to have been issued in its favor in 1993 by such subsidiary.

In 2024, that subsidiary filed action in the Superior Court of the State of Delaware disputing the validity of the alleged guaranty (the “Guaranty Dispute”).

All deadlines in the Guaranty Dispute have been deferred until after mediation currently scheduled for March 2026.

As these matters remain in their early stages, CVR Energy cannot yet determine whether its outcome will have a material adverse impact on CVR Energy’s financial position, results of operations, or cash flows.

Kansas Environmental Claims - In January 2026, a lawsuit was filed in the United States District Court for the District of Kansas against CVR Energy, CVR Partners and certain of their affiliates (collectively, the “Kansas Defendants”) by three residents of Coffeyville and a purported class of similarly situated persons seeking compensatory and punitive damages in excess of $ 5 million dollars for nuisance and other equitable relief arising from alleged environmental abuse from operations at the Coffeyville refinery and the Coffeyville Fertilizer Facility.

On February 3,

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2026, the Kansas Defendants were served with the lawsuit.

The Kansas Defendants dispute the lawsuit claims and intend to vigorously defend themselves.

As this matter is in its earliest stages, the Company cannot yet determine whether this lawsuit could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Other Matters

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Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr.

Icahn has a direct or indirect ownership interest of at least 80 %, which includes the liabilities of pension plans sponsored by Viskase and ACF Industries LLC (“ACF”), an affiliate of Mr.

All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2024.

Icahn has a direct or indirect ownership interest of at least 80 %, which includes the liabilities of pension plans sponsored by Viskase (and, prior to their termination, by ACF Industries LLC (“ACF”), an affiliate of Mr.

All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase plans have been met as of December 31, 2025.

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

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These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability.

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

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

In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans.

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

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

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

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

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was contacted on May 3, 2023 by the U.S.

Attorney’s office for the Southern District of New York and on June 21, 2023 by the staff of the Division of Enforcement of the U.S.

Securities and Exchange Commission (the “SEC”), seeking production of information relating to the Company and certain of its affiliates’ corporate governance, capitalization, securities offerings, disclosure, dividends, valuation, marketing materials, due diligence and other materials.

On August 19, 2024, the Company and Mr.

Icahn, entered into settlement agreements with the SEC in connection with this inquiry.

In connection with that settlement, the SEC entered an order in an administrative proceeding that contains non-scienter based findings that the Company failed to disclose in its Form 10-Ks for the years 2018, 2019 and 2020 that Mr.

Icahn pledged IEP securities as collateral to secure personal margin loans as required by Item 403(b) of Regulation S-K.

The order relating to Mr.

Icahn contains non-scienter based findings that, while Mr.

Icahn’s prior Schedule 13D filings generally disclosed that he had pledged IEP depositary units as collateral for personal margin loans, subsequent Schedule 13D filings were not amended to describe loan agreements and amendments to loan agreements or to attach guarantees as required by Items 6 and 7 of Schedule 13D.

Without admitting or denying the SEC’s allegations (other than with respect to the SEC’s jurisdiction), under the terms of the settlements, (i) IEP consented to the entry of an order requiring it to pay a civil penalty of $ 1.5 million and to cease and desist from violations and any future violations of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13a-1 thereunder, and (ii) Mr.

Icahn consented to the entry of an order requiring him to pay a civil penalty of $ 500,000 and to cease and desist from committing or causing any violations of Section 13(d)(2) of the Exchange Act and Rule 13d-2(a) thereunder.

With respect to the request from the U.S.

Attorney’s office for the SDNY, the Company produced documents in response to that inquiry and has had no substantive communication with the U.S.

Attorney’s office for the Southern District of New York, seeking production of information relating to the Company and certain of its affiliates’ corporate governance, capitalization, securities offerings, disclosure, dividends, valuation, marketing materials, due diligence and other materials.

The Company produced documents in response to that inquiry and has had no substantive communication with the U.S.

Attorney’s office since the initial inquiry on May 3, 2023.

A derivative complaint was filed in the U.S.

District Court for the Southern District of Florida, naming the Company’s general partner, its directors, and certain current and former officers as defendants, and the Company as a nominal defendant, alleging breaches of fiduciary duties with respect to the Company’s disclosure, Patrick Pickney v.

Icahn Enterprises G.P.

1:23-cv-22932-KMW (S.D.

On December 6, 2024, the derivative complaint was dismissed without prejudice.

In addition, an action to compel inspection of our books and records was filed on November 2, 2023 in the Court of Chancery of the State of Delaware, Bruno v.

Icahn Enterprises, L.P.

2023-1170-SEM.

On January 6, 2025, this books and records case was dismissed without prejudice.

We believe that we maintain a strong compliance program and, while no assurances can be made, and we continue to evaluate these matters, we do not currently believe that the remaining inquiries and litigations will have a material impact on our business, financial condition, results of operations or cash flows.

Unconditional Purchase Obligations

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The minimum required payments for our Energy and Pharma segments’ unconditional purchase obligations are as follows:

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(in millions)

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The pension benefits are funded based on the funding requirements of federal and international laws and regulations, as applicable, in advance of benefit payments and the other benefits are funded as benefits are provided to participating employees.

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Components of net periodic benefit cost (credit) are as follows:

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The following table provides disclosures for Viskase’s benefit obligations, plan assets, funded status, and recognition in the consolidated balance sheets.

As pension costs for Viskase are not material to our consolidated

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financial position and results of operations, we do not provide information regarding their inputs and valuation assumptions.

As pension costs for Viskase are not material to our consolidated financial position and results of operations, we do not provide information regarding their inputs and valuation assumptions.

Pension Benefits

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Exchange traded funds

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Supplemental Cash Flow Information

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Non-cash Investment segment contributions from non-controlling interests

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Non-cash recognition of equity method investment

Non-cash related party note receivable

Subsequent Events

Icahn Enterprises

ACF Industries LLC Pension Termination Approva1

On January 31, 2025, the Executive Committee of ACF Industries (“ACF LLC”) approved a resolution to terminate its qualified pension plans, which is frozen and no longer accrues benefits.

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

The termination of the plan is effective January 31, 2025, is subject to the appropriate regulatory approvals, and is expected to be completed in fiscal 2025.

The ACF LLC ultimate settlement obligation will depend upon both the nature and timing of participant settlements and prevailing market conditions.

6.250 % Senior Notes due 2026 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, no ne of the 2026 Notes will remain outstanding.

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

CVR Energy, Inc.

In February of 2026, we acquired additional shares of common stock of CVR Energy, Inc.

in open market purchases, including 783,404 additional shares purchased in February that settled as of February 25, 2026.

LP Unit Distribution

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Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any unitholders electing to receive (or who are deemed to have elected to receive) depositary units.

Purchases of CVR Energy Shares and CVR Partners’ Units

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.

On December 20, 2024, AEPC, our wholly-owned subsidiary, 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.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data