ICAHN ENTERPRISES L.P. 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition. This section should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Report. Executive Overview Introduction Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987 and headquartered in Sunny Isles Beach, Florida. We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises (unless otherwise noted), and investment activity and expenses associated with our Holding Company. References to “we,” “our,” “us” or “the Company” herein include Icahn Enterprises and its subsidiaries, unless the context otherwise requires. Icahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”). Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is indirectly owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of December 31, 2025, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Mr. Icahn and his affiliates owned approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2025. Significant Transactions and Developments Energy In February 2026, CVR Energy completed the issuance of $1 billion aggregate principal amount of senior notes, consisting of $600 million of 7.50% senior notes due February 2031 and $400 million of 7.875% senior notes due February 2034. The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 at a redemption price equal to 104.250% of the principal amount in February 2026, resulting in a $28 million loss on extinguishment of debt in the first quarter of 2026, (ii) fund the partial redemption of $217 million of CVR Energy’s existing $400 million in aggregate principal amount of 5.75% senior unsecured notes due 2028 at par in February 2026, resulting in a less than $1 million loss on extinguishment of debt in the first quarter of 2026, and (iii) repaid the aggregate principal balance of CVR Energy’s senior secured term loan facility (the “Term Loan”), resulting in a $3 million loss on extinguishment in the first quarter of 2026. In December 2025, our Energy segment reverted the renewable diesel unit (“RDU”) back to hydrocarbon processing service, considering unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business. CVR Energy maintains the option to switch back to renewable diesel service if economically incentivized to do so. In August 2025, the U.S. Environmental Protection Agency (the “EPA”) issued a decision document to a subsidiary of our Energy segment, Wynnewood Refining Company, LLC (“WRC”), affirming the validity of its previous grant of WRC’s petitions for small refinery hardship relief under the Renewal Fuel Standards (“RFS”) for WRC’s 2017 and 2018 compliance periods, granting 100 percent waivers for WRC’s 2019 and 2021 compliance periods and granting 50 35 Table of Contents percent waivers for its 2020, 2022, 2023 and 2024 compliance periods (the “2025 SRE Decision”). Based on this decision, WRC’s obligation for the 2020 through 2024 compliance periods were reduced by more than 424 million renewable fuel credits, known as renewable identification numbers (“RINs”), representing approximately $488 million. Refer to Note 19 “Commitments and Contingencies” of these condensed consolidated financial statements for further discussion. Viskase Private Placement In March, September and December 2025 and January 2026, Viskase Companies ( “Viskase”) completed equity private placements whereby we acquired an aggregate of 57,288,561 additional shares of Viskase common stock for an aggregate of $45 million. As of December 31, 2025, we owned approximately 93% of the total outstanding common stock of Viskase. Viskase's previously announced merger with Enzon Pharmaceuticals, Inc. ( “Enzon”) is anticipated to close in the first quarter of 2026. Viskase Merger Agreement ​ On June 20, 2025, Viskase, our majority owned subsidiary, entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Enzon, of which we own 36,056,636 shares of common stock, which represents approximately 49% of the outstanding common stock of Enzon, and 39,277 shares of Enzon’s Series C Non-Convertible Redeemable Preferred Stock, which represents approximately 98% of the outstanding shares of such preferred stock, and Icahn Enterprises Holdings and certain of its affiliates entered into a Support Agreement (as amended, the “Support Agreement”) pursuant to which, among other things, it agreed to vote its shares of Enzon and Viskase in favor of the merger. On October 24, 2025, Enzon and Viskase entered into Amendment No. 1 to the Merger Agreement, and Enzon, Viskase and Icahn Enterprises Holdings entered into Amendment No 1. to the Support Agreement. Pursuant to the Merger Agreement and the Support Agreement, each share of Viskase common stock and each share of Enzon’s Series C Non-Convertible Redeemable Preferred Stock held by us will be converted into shares of Enzon common stock at the closing of the merger. Following the consummation of the merger, it is anticipated that the combined company will operate under the name “Viskase Holdings, Inc.” The merger is expected to close in the first quarter of 2026, subject to customary closing conditions. Following the completion of the merger, we anticipate that we will own between approximately 92% and 93% of the combined company, with our ultimate ownership percentage dependent upon the number of shares of Enzon Series C Non-Convertible Redeemable Preferred Stock elected to be converted into shares of Enzon common stock by holders other than us. Real Estate In August 2025, our Real Estate segment sold certain properties for total consideration, including loan origination fees, of $247 million, resulting in a pre-tax gain on disposition of assets of $223 million. Refer to Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” and Note 4 “Related Party Transactions” of these condensed consolidated financial statements for further discussion. Automotive Real Estate ​ In October and November 2025, our Automotive segment completed the transfer of a group of owned real estate properties to our Real Estate segment. Refer to Note 1 “Business” of these condensed consolidated financial statements for further discussion. Potential Strategic Transactions As previously disclosed, we are considering, with CVR Energy, Inc. (“CVR Energy”), potential strategic transactions available to CVR Energy and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”). There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. As of December 36 Table of Contents 31, 2025 we own approximately 70% of the total outstanding common stock of CVR Energy and approximately 3% of the total outstanding common units of CVR Partners. As of December 31, 2025, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests. ​ Senior Notes Redemption ​ On January 27, 2026, the trustee sent on our behalf a notice of full redemption to holders of our outstanding 6.250% Senior Notes due 2026 (the “2026 Notes”), with the redemption scheduled for February 26, 2026. The redemption price will be equal to 100.000% of the principal amount of the remaining 2026 Notes, plus accrued and unpaid interest thereon to, but not including, the redemption date. Upon the redemption of the 2026 Notes, none of the 2026 Notes will remain outstanding. We expect to use cash on hand to pay the redemption price for the 2026 Notes. ​ Investment Fund Redemption See “Investment Funds Redemptions and Distributions” below under “Investment Segment Liquidity.” Results of Operations Consolidated Financial Results Our operating businesses comprise consolidated subsidiaries which operate in various industries and are managed on a decentralized basis. In addition to our Investment segment’s revenues from investment transactions, revenues for our operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate. Due to the structure and nature of our business, we primarily discuss the results of operations by individual reporting segment in order to better understand our consolidated operating performance. In addition to the summarized financial results below, refer to Note 15, “Segment and Geographic Reporting,” to the consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results. Potential supply chain disruptions, geopolitical and economic instability, volatility in energy prices, the impacts of increasing electric vehicles and liquid natural gas and other improvements in fuel efficiencies and changes in regulatory policies could adversely affect operations, in particular in our Energy segment. Our ability to generate sufficient cash from our operating activities in the current commodity price environment, sell non-core assets, access capital markets, incur additional debt or take any other action to improve our liquidity is subject to the risks discussed in this Annual Report on Form 10-K and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, and depends on our future operational performance, which is subject to general economic, political, financial, competitive, and other factors, some of which may be beyond our control. Furthermore, shifts in demand and tightening credit market conditions could impact our financial stability. Increased tariffs, both by the U.S. and globally, ongoing and future trade conflicts and changes in U.S. economic trade policy, and economic uncertainly has led to increased volatility. The impact of tariffs and associated impacts on global trade have not significantly affected our operating businesses as of December 31, 2025. 37 Table of Contents The comparability of our summarized consolidated financial results presented below is affected primarily by (i) the performance of the Investment Funds (as defined below), (ii) the results of operations of our Energy segment, impacted by the demand and pricing for its products and (iii) the deconsolidation of Auto Plus within our Automotive segment. Refer to our respective segment discussions and “Other Consolidated Results of Operations” below for further discussion. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From ​ Attributable to Icahn ​ ​ Revenues ​ Continuing Operations ​ Enterprises ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions) Investment ​ $ 12 ​ $ (86) ​ $ (1,078) ​ $ (54) ​ $ (242) ​ $ (1,353) ​ $ 5 ​ $ (132) ​ $ (701) Holding Company ​ 61 ​ 109 ​ 110 ​ (356) ​ (271) ​ (504) ​ (356) ​ (271) ​ (504) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 7,188 ​ 7,684 ​ 9,297 ​ 42 ​ (4) ​ 831 ​ 4 ​ (18) ​ 508 Automotive ​ 1,423 ​ 1,540 ​ 1,754 ​ (130) ​ (16) ​ (6) ​ (130) ​ (16) ​ (6) Food Packaging ​ 362 ​ 393 ​ 435 ​ (66) ​ (6) ​ 13 ​ (60) ​ (5) ​ 12 Real Estate ​ 336 ​ 97 ​ 143 ​ 256 ​ (4) ​ 16 ​ 256 ​ (4) ​ 16 Home Fashion ​ 171 ​ 172 ​ 175 ​ (14) ​ (8) ​ (6) ​ (14) ​ (8) ​ (6) Pharma ​ ​ 105 ​ ​ 111 ​ ​ 98 ​ ​ (4) ​ ​ 9 ​ ​ (3) ​ ​ (4) ​ ​ 9 ​ ​ (3) Other operating segments ​ 9,585 ​ 9,997 ​ 11,902 ​ 84 ​ (29) ​ 845 ​ 52 ​ (42) ​ 521 Consolidated ​ $ 9,658 ​ $ 10,020 ​ $ 10,934 ​ $ (326) ​ $ (542) ​ $ (1,012) ​ $ (299) ​ $ (445) ​ $ (684) ​ Management’s Discussion and Analysis of Results of Operations discusses the comparisons between the years ended December 31, 2025 and 2024. Certain discussions of results of operations for the comparisons between the years ended December 31, 2024 and 2023 are not included in this Report. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 26, 2025 , which is incorporated by reference herein, for such discussions. Investment We invest our proprietary capital through various private investment funds (the “Investment Funds”). As of December 31, 2025 and 2024, we had investments with a fair market value of approximately $2.7 billion in the Investment Funds. As of December 31, 2025 and 2024, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $908 million and $1.5 billion, respectively. Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $508 million and $250 million from the Investment Funds for the years ended December 31, 2025 and 2024, respectively. In addition, during the year ended December 31, 2024, the Investment Funds issued a pro-rata distribution of $650 million, including $256 million to Mr. Icahn and his affiliates (excluding us and Brett Icahn) and $394 million to the Holding Company. As of December 31, 2025, Mr. Icahn and his affiliates have pledged $568 million of interests in the Investment Funds. Our Investment segment’s results of operations are reflected in net income (loss) in the consolidated statements of operations. Our Investment segment’s net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr. Icahn’s son. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future. Changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our Investment segment’s results of operations and the comparability of 38 Table of Contents results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of December 31, 2025. For the years ended December 31, 2025, 2024 and 2023, our Investment Funds’ returns were 0.4%, (3.5)%, and (16.9)%, respectively. Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses. The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates. ​ The following tables set forth the performance attribution and net income (loss) for the Investment Funds’ returns for the years ended December 31, 2025, 2024 and 2023, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative investments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Long positions 12.5 % (2.3) % (2.8) % Short positions (15.7) % (5.8) % (18.5) % Other 3.6 % 4.6 % 4.4 % ​ 0.4 % (3.5) % (16.9) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions) Long positions ​ $ 348 ​ $ (180) ​ $ (299) Short positions ​ (530) ​ (291) ​ (1,355) Other ​ 129 ​ 229 ​ 299 ​ ​ $ (53) ​ $ (242) ​ $ (1,355) ​ For the year ended December 31, 2025, the Investment Funds’ performance was primarily driven by net gains in long positions, offset in part by net losses in short positions. The performance of our Investment segment’s long positions was driven primarily by net gains from the communications and utilities sectors of $620 million, offset in part by net losses from the healthcare, industrial and materials sectors of $260 million. The performance of our Investment segment’s short positions was primarily driven by net losses from broad market hedges of $227 million and the energy sector of $222 million. For the year ended December 31, 2024, the Investment Funds’ performance was driven by net losses in both our short and long positions. The performance of our Investment segment’s short positions was driven primarily by losses in broad market hedge of $261 million, net losses in the utilities, materials and industrials sectors of $222 million and net losses of certain credit default swap positions of $62 million, offset in part by gains in the energy sector of $302 million. The performance of our Investment segment’s long positions was driven primarily by losses in the energy and consumer cyclical sectors of $375 million, offset in part by gains in the utilities sector of $190 million. Energy Our Energy segment is primarily engaged in the petroleum refining, renewable fuels and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 90%, 91% and 89% of our Energy segment’s net sales for the years ended December 31, 2025, 2024 and 2023, respectively. The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel that are produced by a refinery (“Refined Products”). The cost to acquire crude 39 Table of Contents oil and other feedstocks and the price for which Refined Products are ultimately sold depend on factors beyond our Energy segment’s control, including the supply of and demand for crude oil, as well as gasoline, distillate, and other refined products, which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibility of imports and exports, the marketing of competitive fuels and the extent of government regulations. Because the petroleum business applies first-in, first-out accounting to value its inventory, crude oil price movements may impact gross margin as a result of changes in the value of its unhedged inventory. The effect of changes in crude oil prices on the petroleum business’ results of operations is also influenced by the rate at which the processing of Refined Products adjusts to reflect these changes. In addition to geopolitical conditions, including continued conflicts and tensions in the Middle East, the impact of the Russia/Ukraine conflict and recent developments in Venezuela, including continued political and economic uncertainty and sanctions-related constraints, long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S. economic trade policy that may impact the demand for and inventory of refined products. These factors include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles. The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels, purchase RINs, to the extent available, in lieu of blending, or face liability. The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supportive credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled. The costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including the petroleum business’ obligated-party subsidiaries, biofuels groups and others. Refer to Note 19, “Commitments and Contingencies,” to the consolidated financial statements for further discussion of RINs. Ongoing and recently proposed changes to the U.S. global trade policy, along with actual and potential international retaliatory measures, have continued to cause volatility in global markets and uncertainty around short and long-term economic impacts in the U.S. and around the globe, including concerns over inflation, recession and slowing growth. In addition, the ongoing Russian/Ukraine war and Middle East conflicts and tensions continue to present significant geopolitical risks with direct implications to the global oil, fertilizer, and agriculture markets. Such conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as enforcement of sanctions, can contribute to further oil price and inventory volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions. The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways. The following table presents our Energy segment’s net sales, cost of goods sold and gross profit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions) Net sales ​ $ 7,162 ​ $ 7,610 ​ $ 9,247 Cost of goods sold ​ 6,860 ​ 7,450 ​ 8,019 Gross profit ​ $ 302 ​ $ 160 ​ $ 1,228 ​ Net sales for our Energy segment decreased by approximately $448 million (6%) for the year ended December 31, 2025 as compared to prior year due to a decrease in our petroleum business’ net sales by $493 million and a decrease in the renewable business’ net sales by $36 million, offset in part by an increase in our nitrogen fertilizer business’ net sales by $81 million over the comparable period. The decrease in the petroleum business’ net sales was primarily due to lower throughput volumes as a result of the 2025 Coffeyville Refinery Turnaround combined with lower gasoline and distillate 40 Table of Contents prices, offset in part by higher revenue from the sales of crude oil in the 2025 period as compared to the 2024 period due to selling crude to manage inventory during the 2025 Coffeyville Refinery Turnaround. Our renewables business’ net sales decreased due to the expiration of the blenders tax credit, offset in part by increased biodiesel RIN prices combined with increased production and sales volumes for the year ended December 31, 2025 as compared to the prior year. Our nitrogen fertilizer business’ net sales increased primarily due to favorable UAN and ammonia pricing conditions, offset in part by unfavorable sales volumes for the year ended December 31, 2025 as compared to the prior year. Cost of goods sold for our Energy segment decreased by approximately $590 million (8%) for the year ended December 31, 2025 as compared to prior year. The decrease was primarily due to declines in our petroleum business, mainly due to favorable RFS impacts in the current year and lower production as a result of the 2025 Coffeyville Refinery Turnaround, offset in part by accelerated depreciation caused by the RDU reversion. Gross profit for our Energy segment increased by $142 million for the year ended December 31, 2025 as compared to prior year. Gross margin as a percentage of net sales was 4% and 2% for the year ended December 31, 2025 and 2024, respectively. The increase in gross margin for the Energy segment was primarily attributable to the petroleum business, mainly due to favorable RFS impacts and higher refining margins driven by improved gasoline and distillate crack spreads, as well as lower inventory levels and favorable derivative impacts in the current year, offset in part by lower sales volumes and unfavorable inventory valuation impacts in the current year. Automotive Our Automotive segment’s results of operations are generally driven by the demand for automotive service and maintenance, which is impacted by general economic factors, vehicle miles traveled, and the average age of vehicles on the road, among other factors. Our Automotive segment has been in the process of a multi-year transformation plan. As part of this plan, our Automotive segment completed the separation of certain of its Automotive Services and Aftermarket Parts businesses into two separate operating companies. Auto Plus, which operated the majority of our Aftermarket Parts business, began operating in locations owned and leased by the Automotive Services business from 2021 until 2023. In January 2023, Auto Plus filed a voluntary bankruptcy petition seeking relief under Chapter 11 of the Bankruptcy Code, resulting in its cessation of operations and deconsolidation, which reduced our Automotive segment’s assets. Following the bankruptcy, Auto Plus exited the Automotive Services locations within which it operated. We fully exited the Aftermarket Parts business in the first quarter of 2025. In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases previously utilized by the Aftermarket Parts business. During this multi-year transformation plan, the Automotive segment has continued investing capital to repurpose these locations for future multi-tenant use. In October and November 2025, we executed on the next phase of the transformation plan in which the Automotive segment transferred the majority of its owned real estate to the Real Estate segment. The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties. ​ The Automotive Services business entered into fair market value lease agreements with the Real Estate segment, which will not impact consolidated cash flows or consolidated operating expenses but will result in increased cash outflows from the Automotive segment to the Real Estate segment. We believe this will reduce the Automotive Services business’s focus on real estate activities and allow it to focus on managing its core business and executing its strategy. During the fourth quarter of 2024, the Automotive segment entered into an agreement with a tenant to terminate a group of leases, effective March 31, 2025. As a result of this termination, the segment received a lump sum termination 41 Table of Contents fee and had additional excess real estate available to lease, which has resulted in reduced cash flows during the anticipated lease-up period. Our Automotive segment’s priorities include: ● Positioning the Automotive Services broad offerings to take advantage of opportunities in the do-it-for-me market and vehicle fleets; ● Evolving our current store footprint to keep pace with shifting market dynamics, with strategic investment in opening new locations with attractive growth potential and simultaneously closing our lowest and underperforming locations; ● Investment in, and strategic review of, capital projects to increase leasing revenue, restructure lease liabilities, and reduce occupancy costs; ● Optimization of Store and Distribution Center network while improving inventory and cost position; ● Investment to improve the overall customer experience through process, facilities and automation; ● Investment in employees with focus on training and career development; and ● Business process improvements and sharing best practices through investments in people, technology, and our overall supply chain. ​ The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit. Our Automotive segment’s results of operations include Automotive Services labor along with the sale of any installed parts or materials related to Automotive Services. Automotive Services labor revenues are included in other revenues from operations in our consolidated statements of operations, however, the sales of any installed parts or materials related to Automotive Services are included in net sales. Rental revenues and related expenses for properties leased to third parties, which are included in other revenues from operations and related expenses which are included in other expenses in our consolidated statements of operations, are excluded from the table below. Therefore, we discuss the combined results of our Automotive net sales and Automotive Services labor revenues below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions) Net sales and other revenue from operations ​ $ 1,401 ​ $ 1,445 ​ $ 1,685 Cost of goods sold and other expenses from operations ​ 1,050 ​ 1,067 ​ 1,196 Gross profit ​ $ 351 ​ $ 378 ​ $ 489 ​ Net sales and other revenues from operations for our Automotive segment for the year ended December 31, 2025 decreased by $44 million (3%) as compared to the comparable prior year period. The decrease was attributable to the strategic closure of underperforming locations of $40 million and the exit of the Aftermarket Parts business of $23 million which was completed in the first quarter of 2025, offset in part by increased product pricing of $20 million. Cost of goods sold and other expenses from operations for the year ended December 31, 2025 decreased by $17 million (2%) as compared to the comparable prior year period. The decrease was attributable to reduced costs from closed stores of $29 million, the exit of the Aftermarket Parts business of $16 million, offset in part by increased service labor costs of $33 million. Gross profit on net sales and other revenue from operations for the year ended December 31, 2025 decreased by $27 million (7%) as compared to the comparable prior year period. Gross profit as a percentage of net sales and other revenue from operations was 25% and 26% for the years ended December 31, 2025 and 2024, respectively. Food Packaging Our Food Packaging segment’s results of operations are primarily driven by the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry and derives a majority of its total net sales from customers located outside the United States. 42 Table of Contents During the first quarter of 2025, the segment commenced implementation of a restructuring plan designed to enhance operational efficiency and margin performance. The plan includes the consolidation of our North American facilities into a single, centralized location, along with investments in upgraded equipment at that facility. These actions are intended to support increased production volumes while reducing costs and waste. Implementation of the plan is causing interim disruption, but its objective is to maintain global production capability while achieving improved cost structure. The restructuring activities are expected to be substantially completed during the first half of 2026. However, we do not expect the segment to realize the efficiency and performance gains from the restructuring until later in 2026, if at all. During the year ended December 31, 2025, the segment has recognized $9 million of restructuring expenses, which include employee severance costs and facility consolidation expenses, as well as $15 million of asset impairment charges. During the year ended December 31, 2025, we provided an aggregate of $30 million of investments through private placement offerings to our Food Packaging segment, and in January 2026 we provided an additional $15 million investment. If we had not provided additional capital the segment would not have met its debt obligations. The segment may require additional funding to meet future debt obligations. Net sales for the year ended December 31, 2025 decreased $40 million (10%) as compared to the comparable prior year period. The decrease was due to a decrease of $9 million in price and a decrease of $37 million due to lower volume, offset in part by favorable effects of foreign exchange of $6 million. Cost of goods sold for the year ended December 31, 2025 decreased by $9 million (3%) as compared to the comparable prior year period due to lower absorption of manufacturing costs resulting from lower sales volume. Gross margin as a percentage of net sales was 10% and 17% for the year ended December 31, 2025 and 2024, respectively. Real Estate Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to commercial tenants, the development and sale of single-family homes, and the operations of a resort and a country club. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations. Results from operations at investment properties and our country club are included in other revenues from operations in our consolidated statements of operations. Net sales and other revenues from operations for the year ended December 31, 2025 was primarily derived from resort and country club operations. Net sales and other revenues from operations for the year ended December 31, 2024 was primarily derived from the sales of single-family homes, resort and country club operations. The Real Estate segment is actively marketing certain properties for sale. In June 2025, we closed on the sale of a country club which resulted in a gain of $47 million. The country club generated approximately $33 million of other revenues from operations in the full year of 2024. In August 2025, we closed on the sale of certain properties, which resulted in a gain of $223 million. These properties generated approximately $3 million in annual lease revenue included in other revenues from operations. As a result of these sales, we expect a corresponding reduction in other revenues from operations on an annualized basis. In October and November 2025, our Automotive segment completed the transfer of a group of owned real estate properties to our Real Estate segment. Following the transfer, the Real Estate segment assumed control of the properties and will manage and lease them as part of its ongoing operations. The Real Estate segment will lease properties to the Automotive segment, which will not impact consolidated cash flows or other revenues from operations but will result in increased cash inflows to the Real Estate segment. The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties. ​ Net sales for the year ended December 31, 2025 decreased by $20 million (95%) as compared to the comparable prior year period. The decrease was due to a decrease in single-family home sales. Cost of goods sold for the year ended December 31, 2025 decreased $14 million (93%) compared to the prior year period due to a decrease in single-family home sales. Gross margin as a percentage of net sales was 0% and 29% for the years ended December 31, 2025 and 2024, respectively. Other revenues from operations for the year ended December 31, 2025 decreased by $17 million (23%) as compared to the comparable prior year period primarily due to the sale of a country club in the second quarter of 2025. Other 43 Table of Contents expenses from operations for the year ended December 31, 2025 decreased $5 million (7%) compared to the comparable prior year period primarily due to the sale of a country club in the second quarter of 2025. Home Fashion Our Home Fashion segment is significantly influenced by the overall economic environment, including consumer spending, at the retail level, for home textile products. Net sales for the year ended December 31, 2025 decreased by $6 million (3%) compared to the comparable prior year period mostly due to lower demand from our retail business. Cost of goods sold for the year ended December 31, 2025 increased $4 million (3%) compared to the comparable prior year period mostly due to higher material costs and unfavorable manufacturing variances. Gross margin as a percentage of net sales was 18% and 23% for the years ended December 31, 2025 and 2024, respectively. Pharma Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies. Drugs in active clinical development may generate positive cash flow if successful, but there is also the risk that these drugs may not progress through clinical trials, resulting in no return. Additionally, we incur research and development costs associated with these drugs. Pursuant to previously announced settlement agreements, in 2025, two competitors launched competing generic products to the patent protected weight loss treatment sold within our Pharma segment in the United States, which has caused, and we anticipate will continue to cause, a moderate reduction of prescription volume in the retail pharmacy market in the United States. The Pharma segment has launched its weight loss treatment in the UAE and in several EU countries including Poland, Denmark, Finland, Sweden and Iceland. Additionally, launches in twelve other European countries and six additional countries in the Middle East are planned. We anticipate these new launches will eventually offset the lost revenue in the US. Net sales for the year ended December 31, 2025 decreased by $6 million (6%) compared to the comparable prior year period primarily due to increased generic competition in the anti-obesity market resulting in decreased sales. Cost of goods sold for the year ended December 31, 2025 increased $5 million (9%) compared to the comparable prior year period primarily due to product mix. Gross margin as a percentage of net sales was 39% and 48% for the years ended December 31, 2025 and 2024, respectively. Holding Company Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for the years ended December 31, 2025 and 2024. Other Consolidated Results of Operations Selling, General and Administrative Our consolidated selling, general and administrative costs during the year ended December 31, 2025 increased by $54 million (7%) as compared to the comparable prior year period primarily due to higher expenses of our Automotive segment of $41 million (10%) mostly related to increased marketing and payroll expenses. 44 Table of Contents Impairment As discussed in Note 10, "Property, Plant and Equipment, net, " to the consolidated financial statements, we had impairment in our Automotive segment related to property, plant and equipment, net of $25 million for the year ended December 31, 2025. Interest Expense Our consolidated interest expense during the year ended December 31, 2025 decreased by $19 million (4%) as compared to the comparable prior year period. The decrease was primarily due to lower interest expense for our Investment segment of $63 million attributable to changes in short exposure composition. The decrease was offset in part by higher interest expense in our Holding Company segment of $23 million and Energy segment of $21 million, mainly due to the refinancing of our and our Energy segment’s senior notes at higher interest rates than the prior year. Income Tax Expense Certain of our subsidiaries are partnerships not subject to taxation in our consolidated financial statements and certain other subsidiaries are corporations, or subsidiaries of corporations, subject to taxation in our consolidated financial statements. Therefore, our consolidated effective tax rate generally differs from the statutory federal tax rate. Refer to Note 16, “Income Taxes,” to the consolidated financial statements for a discussion of income taxes. In addition, in accordance with FASB ASC Topic 740, Income Taxes , we analyze all positive and negative evidence and maintain a valuation allowance on deferred tax assets that are not considered more likely than not to be realized. Liquidity and Capital Resources We are a holding company. Our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units depends on the cash flow resulting from divestitures, equity offerings and debt financings, interest income, returns on our interests in the Investment Funds and the payment of funds to us by our subsidiaries in the form of loans, dividends and distributions. We may pursue various means to raise cash from our subsidiaries. To date, such means include receipt of dividends and distributions from subsidiaries, obtaining loans or other financings based on the asset values of subsidiaries or selling debt or equity securities of subsidiaries through capital market transactions. To the degree any distributions and transfers are impaired or prohibited, our ability to make payments on our debt or distributions on our depositary units could be limited. The operating results of our subsidiaries may not be sufficient for them to make distributions to us. In October 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and it continued to not pay dividends in the year ended December 31, 2025, which reduced our cash flow for the relevant period. In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt and other agreements. As of December 31, 2025, our Holding Company had cash and cash equivalents of approximately $839 million and total debt of approximately $4.7 billion. As of December 31, 2025, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.7 billion. We may redeem our direct investment in the Investment Funds upon notice. See “Investment Segment Liquidity” below for additional information with respect to our Investment segment liquidity. See “Consolidated Cash Flows” below for additional information with respect to our Holding Company liquidity. 45 Table of Contents Holding Company Borrowings and Availability ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2025 ​ ​ ​ 2024 ​ (in millions) 6.250% senior notes due 2026 250 ​ 750 5.250% senior notes due 2027 1,455 ​ 1,455 4.375% senior notes due 2029 ​ 750 ​ ​ 750 9.750% senior notes due 2029 ​ 700 ​ ​ 700 10.000% senior notes due 2029 ​ 1,000 ​ ​ 500 9.000% senior notes due 2030 750 ​ 750 ​ ​ 4,905 ​ ​ 4,905 Less: Unamortized discounts, premiums, and debt issuance costs (16) ​ (10) Less: Notes held in treasury (1) ​ (225) ​ ​ (196) Total Debt $ 4,664 ​ $ 4,699 ​ ​ ​ ​ ​ ​ (1) At December 31, 2025 total debt is net of notes held in treasury of $10 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027, $92 million aggregate principal amount of our 4.375% senior notes due 2029, and $50 million aggregate principal amount of our 9.000% senior notes due 2030. At December 31, 2024 total debt is net of notes held in treasury of $31 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027, and $92 million aggregate principal amount of our 4.375% senior notes due 2029. ​ Holding Company debt consists of various issues of fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. (together the “Issuers”) and guaranteed by Icahn Enterprises Holdings (the “Guarantor”). Interest on each tranche of senior notes is payable semi-annually. In August 2025, the Issuers issued an additional $500 million in aggregate principal amount of our existing 10.000% senior secured notes due 2029. The net proceeds from the issuance, together with cash on hand, were used to partially redeem $500 million of the outstanding 6.250% senior secured notes due 2026 on September 5, 2025. The redemption included $21 million of notes held in treasury, resulting in a net debt extinguishment of $479 million. Each of our senior notes and the related guarantees are the senior obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. Each of our senior notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness. Each of our senior notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor. The indentures governing our senior notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. In addition, the indentures require that on each quarterly determination date, Icahn Enterprises and the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein. Upon the closing of our secured debt offering in November of 2024, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these covenants. As a result, we no longer have a material amount of unsecured indebtedness, and we and our subsidiaries have substantially more capacity under these covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict the ability of the Issuers and the Guarantors, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness). The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates. Additionally, each of the 5.250% senior notes due 2027, the 4.375% senior notes due 2029, the 10.000% senior notes due 2029 and the 9.000% senior notes due 2030 are subject to optional redemption premiums in the event we redeem any of the notes prior to six months before maturity. The 9.750% senior notes due 2029 are subject to optional redemption premiums in the event we redeem these notes prior to three months before maturity. 46 Table of Contents 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, 2025, 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. Debt Repurchases During the year ended December 31, 2025, we repurchased in the open market approximately $50 million aggregate principal amount of our 9.000% senior notes due 2030 for total cash paid of $46 million. The repurchased notes were extinguished but were not retired and are held in treasury. Senior Notes Redemption ​ On January 27, 2026, the trustee sent on our behalf a notice of full redemption to holders of our outstanding 2026 Notes, with the redemption scheduled for February 26, 2026. The redemption price will be equal to 100.000% of the principal amount of the remaining 2026 Notes, plus accrued and unpaid interest thereon to, but not including, the redemption date and will be net of notes held in treasury. Upon the redemption of the 2026 Notes, none of the 2026 Notes will remain outstanding. We expect to use cash on hand to pay the redemption price for the 2026 Notes. Future Debt Service Obligations Interest payments on our Holding Company’s senior notes will be approximately $337 million for 2026, $296 million for 2027, $260 million for 2028, $212 million for 2029 and $32 million for 2030. At-The-Market Offerings From time to time Icahn Enterprises enters into Open Market Sale Agreements providing for the sale of depositary units under its ongoing “at-the-market” offering program. During the year ended December 31, 2025, Icahn Enterprises sold 10,067,399 depositary units for aggregate gross proceeds of $84 million. During the year ended December 31, 2024, Icahn Enterprises sold 5,806,986 depositary units for aggregate gross proceeds of $102 million. As of December 31, 2025, Icahn Enterprises sold the maximum aggregate amount permitted under the Open Market Sale Agreement entered into on November 21, 2022. As of December 31, 2025, Icahn Enterprises may sell depositary units for up to an additional $363 million in aggregate gross proceeds pursuant to the Open Market Sale Agreement entered into on August 26, 2024. No assurance can be made that any or all amounts will be sold during the term of the agreement, and we have no obligation to sell additional depositary units under the Open Market Sale Agreement. Depending on market conditions, we may continue to sell depositary units under the Open Market Sale Agreement, and, if appropriate, enter into a new Open Market Sale Agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing Open Market Sale Agreement. Our ability to access remaining capital under our “at-the-market” program may be limited by market conditions at the time of any future potential sale. While we were able to sell depositary units during the year ended December 31, 2025, there can be no assurance that any future capital will be available on acceptable terms or at all under this program. LP Unit Distributions During the year ended December 31, 2025, we declared four quarterly distributions aggregating $2.00 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units. In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash were $282 million, of which $175 million was distributed to Mr. Icahn and his affiliates. On February 23, 2026, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $0.50 per depositary unit, which will be paid on or about April 15, 2026 to depositary unitholders of record at the close of business on March 9, 2026. Depositary unitholders will have until April 3, 2026 to make a timely election to receive either cash or additional depositary units. If a unitholder does not make a timely 47 Table of Contents election, it will automatically be deemed to have elected to receive the distribution in additional depositary units. Depositary unitholders who elect to receive (or who are deemed to have elected to receive) additional depositary units will receive units valued at the volume weighted average trading price of the units during the five consecutive trading days ending April 10, 2026. 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. The declaration and payment of distributions is reviewed quarterly by Icahn Enterprises GP’s board of directors based upon a review of our balance sheet and cash flow, our expected capital and liquidity requirements, the provisions of our partnership agreement and provisions in our financing arrangements governing distributions, and keeping in mind that limited partners subject to U.S. federal income tax have recognized income on our earnings even if they do not receive distributions that could be used to satisfy any resulting tax obligations. The payment of future distributions will be determined by the board of directors quarterly, based upon the factors described above and other factors that it deems relevant at the time that declaration of a distribution is considered. Payments of distributions are subject to certain restrictions, including certain restrictions on our subsidiaries which limit their ability to distribute dividends to us. There can be no assurance as to whether or in what amounts any future distributions might be paid. Repurchase Authorization On May 9, 2023, the Board of Directors of the General Partner approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $500 million worth of any of our outstanding fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness. The repurchases of senior notes or depositary units may be done for cash from time to time in the open market, through tender offers or in privately negotiated transactions upon such terms and at such prices as management may determine. The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the Board of Directors of Icahn Enterprises GP. On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Repurchase Program, we were reauthorized to repurchase up to $500 million worth of our outstanding fixed-rate senior notes, in addition to the $269 million we repurchased prior to the Board’s reapproval of the Repurchase Program. During the year ended December 31, 2025, the Company did not repurchase any of the Company’s depositary units under the Repurchase Program and has repurchased $50 million worth of our outstanding fixed-rate senior notes. The repurchased notes were extinguished but were not retired and are held in treasury. We remain authorized to repurchase up to $450 million of our senior notes and up to $500 million of our outstanding depositary units, in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness. ​ Captive Insurance Program We established a captive insurance program to supplement the insurance coverage of the officers, directors, employees and agents of the Company, its subsidiaries and our general partner. Holding company restricted cash related to this program as of December 31, 2025 and December 31, 2024 was $113 million and $108 million, respectively. Whenever the captive insurance program is cancelled, any remaining assets will become available to the Holding Company. Sale of Investments The Holding Company did not recognize any material gains or losses from the sale of investments during 2025 and 2024. Investment Segment Liquidity In addition to investments by us and Mr. Icahn, the Investment Funds historically have access to significant amounts of cash available from prime brokerage lines of credit, subject to customary terms and market conditions. 48 Table of Contents Our cash held at consolidated affiliated partnerships balance was $746 million and $915 million as of December 31, 2025 and December 31, 2024, respectively. Cash held at consolidated affiliated partnerships relates to our Investment segment and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, are not used for the general operating needs of Icahn Enterprises. Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds. As of December 31, 2025, the Investment Funds had a net short notional exposure of 13%. The Investment Funds’ long exposure was 101% (101% long equity) and its short exposure was 114% (104% short equity and 10% short commodity). The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at December 31, 2025. Of the Investment Funds’ 101% long exposure, 59% was comprised of the fair value of its long positions and 42% was comprised mostly of single name equity forward and swap contracts. Of the Investment Funds’ 114% short exposure, 38% was comprised of the fair value of its short positions and 76% was comprised mostly of short broad market index swap derivative contracts and short commodity contracts. With respect to both our long positions that are not notionalized (59% long exposure) and our short positions that are not notionalized (38% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value). Changes in exposure as a result of purchases and sales as well as adverse changes in market value would also have an effect on funds available to us pursuant to prime brokerage lines of credit. With respect to the notional value of our other long positions (42% long exposure) and short positions (76% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at quarter end prices. This would be offset by a release of restricted cash balances collateralizing these positions as well as an increase in funds available to us pursuant to certain prime brokerage lines of credit. If we were to increase our short exposure by adding to these short positions, we would be required to provide cash collateral equal to a small percentage of the initial notional value at counterparties that require cash as collateral and then post additional collateral equal to 100% of the mark to market on adverse changes in fair value. For our counterparties who do not require cash collateral, funds available from lines of credit would decrease. Investment Funds Redemptions and Distributions During the years ended December 31, 2025 and 2024, Mr. Icahn and his affiliates (excluding us and Brett Icahn) redeemed $508 million and $250 million, respectively, from his personal interests in the Investment Funds included in the Investment segment. As of December 31, 2025 and 2024, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.7 billion, representing approximately 75% and 64% of the Investment Funds’ assets under management as of each respective date. During the year ended December 31, 2024, the Investment Funds issued a pro-rata distribution of $650 million, including $256 million to Mr. Icahn and his affiliates (excluding us and Brett Icahn) and $394 million to the Holding Company, respectively. 49 Table of Contents Other Segment Liquidity Segment Cash and Cash Equivalents Segment cash and cash equivalents (excluding our Investment segment) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in millions) Energy ​ $ 511 ​ $ 987 Automotive ​ 14 ​ 133 Food Packaging ​ 9 ​ 6 Real Estate ​ 31 ​ 25 Home Fashion ​ 4 ​ 4 Pharma ​ ​ 26 ​ ​ 42 ​ ​ $ 595 ​ $ 1,197 ​ Sale of Equity Method Investment During the year ended December 31, 2025, our energy segment did not sell any equity method investments. During the year ended December 31, 2024, our Energy segment sold an equity method investment for cash consideration of approximately $90 million, resulting in a gain of $24 million included within Other income, net. ​ Segment Borrowings and Availability Segment debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in millions) Energy ​ $ 1,765 ​ $ 1,919 Automotive ​ 21 ​ 31 Food Packaging ​ 142 ​ 144 Real Estate ​ 1 ​ 1 Home Fashion ​ 23 ​ 15 ​ ​ $ 1,952 ​ $ 2,110 Energy In February 2026, CVR Energy completed the issuance of $1 billion aggregate principal amount of senior notes, consisting of $600 million of 7.50% senior notes due February 2031 and $400 million of 7.875% senior notes due February 2034. The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 at a redemption price equal to 104.250% of the principal amount in February 2026, resulting in a $28 million loss on extinguishment of debt in the first quarter of 2026, (ii) fund the partial redemption of $217 million of CVR Energy’s existing $400 million in aggregate principal amount of 5.75% senior unsecured notes due 2028 at par in February 2026, resulting in a less than $1 million loss on extinguishment of debt in the first quarter of 2026, and (iii) repaid the aggregate principal balance of CVR Energy’s 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 50 Table of Contents 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. ​ As of December 31, 2025, all of our subsidiaries were in compliance with all debt covenants. On January 23, 2026, Viskase entered into an amendment to its credit agreement providing for, among other things, a waiver of any events of default for period ending December 31, 2025. ​ Our segments have additional borrowing availability under certain revolving credit facilities as summarized below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ (in millions) Energy ​ $ 296 Food Packaging ​ 5 Home Fashion ​ 1 ​ ​ $ 302 ​ As of December 31, 2025, total available capacity under the CVR Energy ABL and CVR Partners’ variable rate asset based revolving credit facilities aggregated $296 million. The CVR Energy ABL also had $10 million of letters of credit outstanding as of December 31, 2025. The above outstanding debt and borrowing availability with respect to each of our continuing operating segments reflects third-party obligations. Certain terms of financings for certain of our businesses impose restrictions on the business’ ability to transfer funds to us, including restrictions on dividends, distributions, loans and other transactions. See Note 13, “Debt,” to the consolidated financial statements for further discussion regarding our segment debt, including information relating to maturities, interest rates and borrowing availabilities. Future Debt Service Obligations Future debt service obligations for our other operating segments are primarily within our Energy segment. Our Energy segment’s future debt maturities (excluding financing leases) are $157 million for 2027, $950 million for 2028 and $600 million for 2029. Future interest payments for our Energy segment are expected to be approximately $87 million for 2026, $86 million for 2027, $74 million for 2028 and $5 million for 2029. Subsidiary Distributions and Dividends During the year ended December 31, 2025, our Energy segment had aggregate distributions paid by CVR Partners of $77 million to non-controlling interests and $3 million to us. 51 Table of Contents During the year ended December 31, 2024, our Energy segment paid three quarterly distributions aggregating $1.50 per share. Our portion of the dividend aggregated to $100 million. In addition, during the year ended December 31, 2024, our Energy segment had aggregate distributions of $95 million to non-controlling interests, of which $44 million are distributions paid by CVR Partners to its public unit holders. During the year ended December 31, 2024, our Investment segment paid a pro-rata distribution of $650 million, which included $394 million in cash received by the Company in connection with its portion. Purchase Obligations Future purchase obligations for our other operating segments are primarily within our Energy and Pharma segments, as discussed in Note 19, “Commitments and Contingencies,” to the consolidated financial statements. Consolidated Cash Flows Our consolidated cash flows are composed of the activities within our Holding Company, Investment segment and other operating segments. Our Holding Company’s cash flows are generally driven by cash flows resulting from our subsidiaries loans, dividends, distributions and contributions, as well as divestitures and acquisitions, equity offerings and debt financings, interest income and expense. Our Investment segment’s cash flows are primarily driven by investment transactions, which are included in net cash flows from operating activities due to the nature of its business, as well as contributions to and distributions from Mr. Icahn and his affiliates (including Icahn Enterprises and Icahn Enterprises Holdings) and Brett Icahn, which are included in net cash flows from financing activities. Our other operating segments’ cash flows are driven by the activities and performance of each business as well as transactions with our Holding Company, as discussed below. ​ 52 Table of Contents The following table summarizes cash flow information for Icahn Enterprises’ reporting segments and our Holding Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ Year Ended December 31, 2024 ​ Year Ended December 31, 2023 ​ ​ ​ ​ ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ Net Cash Provided By (Used In) ​ ​ ​ ​ ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ Operating ​ Investing ​ Financing ​ ​ ​ ​ ​ ​ ​ Activities ​ ​ ​ Activities ​ ​ ​ Activities ​ ​ ​ Activities ​ ​ ​ Activities ​ ​ ​ Activities ​ ​ ​ Activities ​ ​ ​ Activities ​ ​ ​ Activities ​ ​ (in millions) Holding Company ​ $ (310) ​ $ 87 ​ $ (338) ​ $ (213) ​ $ 472 ​ $ (446) ​ $ (221) ​ $ 616 ​ $ (424) ​ Investment ​ (128) ​ — ​ (526) ​ 541 ​ — ​ (905) ​ 2,789 ​ — ​ (2,441) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Operating Segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ 144 ​ (362) ​ (258) ​ 404 ​ (121) ​ (482) ​ 948 ​ (239) ​ (40) ​ Automotive ​ (62) ​ ​ (89) ​ 32 ​ 59 ​ ​ (52) ​ 21 ​ 115 ​ ​ (47) ​ 3 ​ Food Packaging ​ 12 ​ (35) ​ 26 ​ 3 ​ (15) ​ 11 ​ 43 ​ (14) ​ (29) ​ Real Estate ​ 14 ​ 86 ​ (96) ​ 15 ​ (26) ​ 12 ​ 42 ​ (20) ​ (30) ​ Home Fashion ​ (6) ​ (8) ​ 13 ​ (18) ​ (7) ​ 25 ​ — ​ (1) ​ 1 ​ Pharma ​ 12 ​ 2 ​ (30) ​ ​ 41 ​ 2 ​ (27) ​ ​ 20 ​ — ​ (10) ​ Other operating segments ​ 114 ​ (406) ​ (313) ​ 504 ​ (219) ​ (440) ​ 1,168 ​ (321) ​ (105) ​ Total before eliminations ​ (324) ​ (319) ​ (1,177) ​ 832 ​ 253 ​ (1,791) ​ 3,736 ​ 295 ​ (2,970) ​ Eliminations ​ 11 ​ (83) ​ 72 ​ — ​ (468) ​ 468 ​ — ​ (585) ​ 585 ​ Consolidated ​ $ (313) ​ $ (402) ​ $ (1,105) ​ $ 832 ​ $ (215) ​ $ (1,323) ​ $ 3,736 ​ $ (290) ​ $ (2,385) ​ ​ The discussion of consolidated cash flows below primarily discusses the comparisons between the years ended December 31, 2025 and 2024. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on February 26, 2025 , which is incorporated by reference herein, for additional discussion of consolidated cash flows for the comparisons between the years ended December 31, 2024 and 2023. Eliminations Eliminations in the table above relate to certain of our Holding Company’s transactions with our Investment and other operating segments. Our Holding Company’s net (investments in) distributions from the Investments Funds, when applicable, are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our Investment segment. Similarly, our Holding Company’s net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments. ​ 53 Table of Contents Holding Company ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions) Operating Activities: ​ ​ ​ ​ ​ ​ ​ Cash payments for interest on senior notes ​ $ (335) ​ $ (284) ​ $ (287) Interest and dividend income ​ 57 ​ 98 ​ 94 Net cash receipts for income taxes, net of payments ​ (2) ​ (2) ​ (2) Operating costs and other ​ (30) ​ (42) ​ (26) ​ ​ $ (310) ​ $ (230) ​ $ (221) Investing Activities: ​ ​ ​ ​ ​ ​ Distributions from the Investment Funds ​ $ — ​ $ 394 ​ $ 242 Cash from operating segments ​ ​ 979 ​ ​ 184 ​ ​ 385 Cash to operating segments ​ ​ (896) ​ ​ (93) ​ ​ (42) Related party note receivable repayments and disbursements, net ​ ​ 4 ​ ​ 4 ​ ​ 30 Other investing activities, net ​ ​ — ​ ​ — ​ ​ 1 ​ ​ $ 87 ​ $ 489 ​ $ 616 Financing Activities: ​ ​ ​ ​ ​ ​ Partnership contributions ​ ​ 85 ​ ​ 102 ​ ​ 185 Partnership distributions ​ (288) ​ (389) ​ (307) Payments to acquire additional interests in subsidiaries ​ (102) ​ (13) ​ — Proceeds from partial sale of interests in consolidated subsidiaries ​ — ​ ​ — ​ ​ 158 Proceeds from Holding Company senior notes ​ ​ 495 ​ ​ 1,266 ​ ​ 699 Repurchase of senior notes held in treasury ​ ​ (46) ​ ​ (176) ​ ​ — Repayments and repurchases of Holding Company senior notes ​ (479) ​ (1,221) ​ (1,159) Other financing activities, net ​ (3) ​ (15) ​ — ​ ​ $ (338) ​ $ (446) ​ $ (424) (Decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents ​ $ (561) ​ $ (187) ​ $ (29) ​ ​ ​ Distributions paid from the Investment Funds include a pro-rata distribution paid, which includes payment to the Holding Company, and are eliminated in consolidation. Cash from operating segments is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation. During 2025, this included repayments of intercompany notes from our Automotive segment of $731 million and distributions received of $6 million; cash distributions received from our Real Estate segment of $191 million and repayments of intercompany loans of $12 million; repayments of intercompany loans from our Pharma segment of $36 million; and a $3 million cash dividend received from CVR Partners. During 2024, this included cash dividends received from CVR Energy of $100 million; cash distributions received from our Real Estate segment of $32 million; and repayments of intercompany loans received from our Pharma segment of $28 million and other distributions of $7 million. Cash to operating segments is made up of intercompany loans and contributions to our operating segments that are eliminated in consolidation. During 2025, this included cash contributed to our Automotive segment of $775 million, cash contributed to our Real Estate segment of $49 million and repayments of intercompany notes of $68 million; and cash paid to our Home Fashion segment of $4 million. During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million. Cash to operating segments are eliminated in consolidation. Changes in cash to operating segments was mainly attributable for cash paid to our Automotive and Real Estate segments for each year presented. 54 Table of Contents Partnership contributions represent sales in connection with our “at-the-market” offerings pursuant to our Open Market Sale Agreements, as discussed above. Partnership distributions represent cash paid to depositary unitholders in connection with our regular quarterly distributions. Payments to acquire additional interests in subsidiaries during 2025 represent payments to acquire additional interests in CVR Energy and CVR Partners of approximately $66 million and $7 million, respectively, and the private placements of Viskase of $30 million. Payments to acquire additional interests in subsidiaries in 2024 also includes amounts related to the purchase of CVR Partners’ common units. Investment Segment Our Investment segment’s cash flows from operating activities for the comparable periods were attributable to its net investments transactions. Our Investment segment’s cash flows used in financing activities for the year ended December 31, 2025 was due to redemptions paid to Mr. Icahn and his affiliates (excluding us and Brett Icahn) of $508 million from the Investment Funds and net redemptions of $18 million related to Brett Icahn in accordance with his manager agreement. For 2024, our Investment segment paid a pro-rata distribution of $650 million and redemptions paid to Mr. Icahn and his affiliates (excluding us and Brett Icahn) of $250 million from the Investment Funds, and net redemptions of $4 million related to Brett Icahn in accordance with his manager agreement. 55 Table of Contents Other Operating Segments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions) Operating Activities: ​ ​ ​ ​ ​ ​ Net cash flow from operating activities before changes in operating assets and liabilities ​ $ 460 ​ $ 449 ​ $ 1,370 Changes in operating assets and liabilities ​ (346) ​ 55 ​ (202) ​ ​ $ 114 ​ $ 504 ​ $ 1,168 Investing Activities: ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ (341) ​ $ (280) ​ $ (303) Turnaround expenditures ​ ​ (197) ​ ​ (53) ​ ​ (57) Acquisition of businesses, net of cash acquired ​ ​ — ​ ​ (2) ​ (20) Proceeds from disposition of businesses and assets ​ 120 ​ 3 ​ 33 Proceeds from sale of equity method investments ​ — ​ 90 ​ — Other ​ 12 ​ 23 ​ 26 ​ ​ $ (406) ​ $ (219) ​ $ (321) Financing Activities: ​ ​ ​ ​ ​ ​ Proceeds from other borrowings ​ $ 18 ​ $ 362 ​ $ 683 Repayments of other borrowings ​ ​ (189) ​ ​ (629) ​ ​ (112) Dividends and distributions to non-controlling interests ​ (77) ​ (95) ​ (319) Cash from Holding Company ​ 896 ​ 93 ​ 42 Cash to Holding Company ​ (979) ​ (167) ​ (385) Payments to acquire additional interests in consolidated subsidiaries ​ ​ 30 ​ ​ — ​ ​ — Other ​ (12) ​ (4) ​ (14) ​ ​ $ (313) ​ $ (440) ​ $ (105) Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents ​ — ​ (1) ​ (1) Increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents ​ $ (605) ​ $ (156) ​ $ 741 ​ Our other operating segments’ cash flow from operating activities before changes in operating assets and liabilities were primarily attributable to the results of our Energy segment during both periods. Changes in operating assets and liabilities from operating activities in 2025 were primarily related to our Energy segment mainly attributable to a decrease in working capital of approximately $226 million resulting primarily from unfavorable changes in other current liabilities and accounts payable from the planned maintenance at one of its refineries. ​ Capital expenditures are primarily from our Energy and Automotive segments and are primarily for maintenance and growth. Refer to Note 15, “Segment and Geographic Reporting,” for capital expenditures reported for each of our segments. Turnaround expenditures relates to our Energy segment, which were higher in 2025 compared to 2024, due to planned maintenance at one of its refineries. Repayments of other borrowings in 2025 are primarily related to our Energy segment’s principal payments on the Term Loan of $168 million. During 2024, repayments of other borrowings are related to our Energy segment’s redemption of $600 million principal amount of its 5.25% senior notes due February 2025. ​ Distributions to non-controlling interests were from our Energy segment relating to its regular quarterly dividends and distributions, excluding payments made to us. 56 Table of Contents Cash from Holding Company is made up of dividends, distributions, and intercompany loans that are eliminated in consolidation. During 2025, this included cash contributed to our Automotive segment of $775 million, cash contributed to our Real Estate segment of $49 million and repayments of intercompany notes of $68 million; and cash paid to our Home Fashion segment of $4 million. During 2024, this included cash paid to our Automotive segment of $38 million, Real Estate segment of $37 million and Home Fashion segment of $18 million. Cash to Holding Company is made up of intercompany loans and contributions from our operating segments that are eliminated in consolidation. During 2025, this included repayments of intercompany notes from our Automotive segment of $731 million and distributions received of $6 million; cash distributions received from our Real Estate segment of $191 million and repayments of intercompany loans of $12 million; repayments of intercompany loans from our Pharma segment of $36 million and a $3 million cash dividend received from CVR Partners. During 2024, this included cash dividends received from CVR Energy of $100 million; cash distributions received from our Real Estate segment of $32 million and repayments of intercompany loans received from our Pharma segment of $28 million and other distributions of $7 million. Payments to acquire additional interests in consolidated subsidiaries are related to the Food Packaging private placements of $30 million. Consolidated Capital Spending Refer to Note 15, “Segment and Geographic Reporting,” for a reconciliation of our segments’ capital expenditures to consolidated capital expenditures for each of the years ended December 31, 2025, 2024 and 2023. In addition, our Energy segment had turnaround expenditures of $197 million, $53 million and $57 million during the years ended December 31, 2025, 2024 and 2023, respectively, which is reported separately from capital expenditures in our consolidated statements of cash flows. For 2026, we estimate our consolidated capital expenditures to be approximately $200 million to $240 million for our Energy segment, for both maintenance and growth, $114 million for our Automotive segment and approximately $123 million in the aggregate for all other segments. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Among others, estimates are used when accounting for valuation of investments. Estimates used in determining fair value measurements include, but are not limited to, expected future cash flow assumptions, market rate assumptions for contractual obligations, actuarial assumptions for benefit plans, settlement plans for litigation and contingencies, and appropriate discount rates. Estimates and assumptions are evaluated on an ongoing basis and are based on historical and other factors believed to be reasonable under the circumstances. The results of these estimates may form the basis of the carrying value of certain assets and liabilities and may not be readily apparent from other sources. Actual results, under conditions and circumstances different from those assumed, may differ from estimates. We believe the following accounting estimates are critical to our business operations and the understanding of results of operations and affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. Income Taxes 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. Our corporate subsidiaries account for their income taxes under the asset and liability method. 57 Table of Contents 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 carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management periodically evaluates all evidence, both positive and negative, in determining whether a valuation allowance to reduce the carrying value of deferred tax assets is still needed. For each of December 31, 2025 and 2024, we concluded, based on the projections of taxable income, that certain of our corporate subsidiaries more likely than not will realize a partial benefit from their deferred tax assets and loss carry forwards. Ultimate realization of the deferred tax assets is dependent upon, among other factors, our corporate subsidiaries’ ability to generate sufficient taxable income within the carryforward periods and is subject to change depending on the tax laws in effect in the years in which the carryforwards are used. See Note 16, “Income Taxes,” to the consolidated financial statements for further discussion regarding our income taxes. Valuation of Investments The fair value of our investments, including securities sold, not yet purchased, is based on observable market prices when available. Securities owned by the Investment Funds that are listed on a securities exchange are valued at their last sales price on the primary securities exchange on which such securities are traded on such date. Securities that are not listed on any exchange but are traded over-the-counter are valued at the mean between the last “bid” and “ask” price for such security on such date. Securities and other instruments for which market quotes are not readily available are valued at fair value as determined in good faith by the applicable general partner. For some investments little market activity may exist; management’s determination of fair value is then based on the best information available in the circumstances and may incorporate management’s own assumptions and involves a significant degree of judgment. See Note 6, “Fair Value Measurements” to the consolidated financial statements for further discussion regarding our investments. Long-Lived Assets and Goodwill We calculate depreciation and amortization on a straight-line basis over the estimated useful lives of the various definite-lived assets. When assets are placed in service, we make estimates of what we believe are their reasonable useful lives. 58 Table of Contents Long-Lived Assets Long-lived assets held and used by our various operating segments and long-lived assets to be disposed of are reviewed for impairment whenever events or changes in circumstances indicate a possible significant deterioration in future expected cash flows that could result in the carrying amount of an asset not being recoverable. In performing the review for recoverability, we estimate the future cash flows expected to result from the remaining useful life of the asset and its eventual disposition. Assumptions used in the review of recoverability require the exercise of significant judgment, including judgment about terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on current plans and for years beyond that plan, the estimates are based on assumed growth rates. If the sum of the estimated future cash flows, undiscounted and without interest charges, is less than the carrying amount of the asset, a fair value assessment is performed. If the carrying amount of the asset exceeds its fair value, an impairment loss is recognized in accordance with U.S. GAAP. Similarly, long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Goodwill Indefinite-lived intangible assets, such as goodwill and trademarks, held by our various segments are reviewed for impairment annually, or more frequently if impairment indicators exist. Goodwill impairment testing consists of (i) a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, and/or, if necessary, (ii) a quantitative analysis which involves comparing the fair value of our reporting units to their respective carrying values. If the fair value of the reporting unit exceeds its carrying value, no impairment is necessary. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss, equal to the difference (limited to the total amount of goodwill allocated to the tested reporting unit), is recognized in accordance with U.S. GAAP. When performing the quantitative analysis for goodwill impairment testing, we base the fair value of our reporting units on consideration of various valuation methodologies, including projecting future cash flows discounted at rates commensurate with the risks involved (“DCF”). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on current plans and for years beyond that plan, the estimates are based on assumed growth rates. We believe that our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in a DCF are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from our analysis of peer companies and consider the industry weighted average return on debt and equity from a market participant perspective. The inputs used to determine the fair values of our reporting units, including future cash flows, discount rates and growth rates and other assumptions involves a significant degree of judgment. As of December 31, 2025, our consolidated goodwill was $290 million, primarily within our Automotive segment’s reporting unit. We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year. During the third quarter of 2024, we experienced declining sales in our Automotive Services business, due to, among other factors, reduced consumer spending on automotive repairs and maintenance and certain operational challenges, resulting in a reduction in expected future cash flows. This led to a goodwill triggering event during the quarter ended September 30, 2024. Our goodwill impairment testing concluded that no impairment was required at that time, and we have undertaken operational changes, including changes in management and strategy, that we believe will lead to improvements in the performance of the business and cash flows. However, if our growth and profitability initiatives do not realize their expected benefits, our assets in this business may be subject to impairment. On October 1, 2024, we performed a qualitative annual goodwill impairment analysis for our Automotive segment. We determined that it was not more likely than not that the fair value of the Service reporting unit was below its carrying amount and therefore, no impairment is required. As of December 31, 2025, our Automotive segment had remaining goodwill of $250 million, which is allocated entirely to its reporting unit. 59 Table of Contents See Note 11, “Goodwill and Intangible Assets, Net,” to the consolidated financial statements for further discussion regarding goodwill and intangible assets. Recently Issued Accounting Standards See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to the consolidated financial statements for a discussion of recent accounting pronouncements applicable to us. ​