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Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 214 added, 338 removed, 582 unchanged (49% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30,

(in millions, except unit amounts)

16 unchanged sentences

Securities sold, not yet purchased, at fair value

Due to brokers

Total liabilities

2 unchanged sentences

Depositary units:

600,208,517 units issued and outstanding at September 30, 2025 and 522,736,315 units issued and outstanding at December 31, 2024

637,209,452 units issued and outstanding at March 31, 2026 and December 31, 2025

General partner

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions, except per unit amounts)

Other revenues from operations

Net (loss) gain from investment activities

Net loss from investment activities

Interest and dividend income

Gain (loss) on disposition of assets, net

Other income, net

Loss on disposition of assets, net

Other (loss) income, net

Cost of goods sold

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Interest expense

Income (loss) before income tax expense

Income tax (expense) benefit

Net income (loss)

net income (loss) attributable to non-controlling interests

Net income (loss) attributable to Icahn Enterprises

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

Loss before income tax expense

Income tax benefit

net loss attributable to non-controlling interests

Net loss attributable to Icahn Enterprises

Net loss attributable to Icahn Enterprises allocated to:

Limited partners

General partner

Basic and Diluted income (loss) per LP unit

Basic and Diluted loss per LP unit

Basic and Diluted weighted average LP units outstanding

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

Net income (loss)

Other comprehensive (loss) gain, net of tax:

Post-retirement benefits and other

Translation adjustments

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Partnership distributions payable

Purchase of additional interests in consolidated subsidiaries

Dividends and distributions to non-controlling interests in subsidiaries

Changes in subsidiary equity and other

Balance, March 31, 2025

Other comprehensive income

Partnership distributions payable reversal

Partnership distributions

Partnership contributions

Investment segment distributions to non-controlling interests

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Changes in subsidiary equity and other

Balance, June 30, 2025

Other comprehensive loss

Partnership distributions

Partnership contributions

Investment segment distributions to non-controlling interests

Dividends and distributions to non-controlling interests in subsidiaries

Changes in subsidiary equity and other

Balance, September 30, 2025

Balance, March 31, 2026

Equity Attributable to Icahn Enterprises

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Net (loss) income

Other comprehensive loss

Other comprehensive income

Partnership distributions payable

Partnership contributions

Purchase of additional interests in consolidated subsidiaries

Investment segment distributions to non-controlling interests

2 unchanged sentences

Balance, March 31, 2025

Other comprehensive loss

Partnership distributions payable reversal

Partnership distributions

Partnership contributions

Investment segment distributions to non-controlling interests

Dividends and distributions to non-controlling interests in subsidiaries

Changes in subsidiary equity and other

Balance, June 30, 2024

Other comprehensive income

Partnership distributions

Partnership contributions

Investment segment distributions to non-controlling interests

Dividends and distributions to non-controlling interests in subsidiaries

Balance, September 30, 2024

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

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Changes in other operating assets and liabilities

Net cash provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

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Turnaround expenditures

Acquisition of businesses, net of cash acquired

Proceeds from disposition of businesses and assets

Proceeds from sale of equity method investment

2 unchanged sentences

Cash flows from financing activities:

Investment segment contributions from non-controlling interests

Investment segment distributions to non-controlling interests

Partnership contributions

Partnership distributions

Purchase of additional interests in consolidated subsidiaries

Dividends and distributions to non-controlling interests in subsidiaries

Proceeds from Holding Company senior notes

Proceeds from reverse recapitalization

Repayments of Holding Company senior notes

Repurchase of Holding Company senior notes

Proceeds from subsidiary borrowings

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(“Icahn Enterprises GP”), which is indirectly owned and controlled by Mr.

Icahn, owns a 1 % general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of September 30, 2025, representing an aggregate 1.99 % general partner interest in Icahn Enterprises and Icahn Enterprises Holdings.

Icahn and his affiliates owned approximately 86 % of our outstanding depositary units as of September 30, 2025.

Icahn, owns a 1 % general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of March 31, 2026, representing an aggregate 1.99 % general partner interest in Icahn Enterprises and Icahn Enterprises Holdings.

Icahn and his affiliates owned approximately 86 % of our outstanding depositary units as of March 31, 2026.

Description of Continuing Operating Businesses

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

We had interests in the Investment Funds with a fair value of approximately $ 2.4 billion and $ 2.7 billion as of September 30, 2025 and December 31, 2024, respectively.

We had interests in the Investment Funds with a fair value of approximately $ 2.2 billion and $ 2.7 billion as of March 31, 2026 and December 31, 2025, respectively.

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

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

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

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

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

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

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

CVR Energy held 100 % of the general partner interest and approximately 37 % of the outstanding common units of CVR Partners as of September 30, 2025.

During the nine months ended September 30, 2025, we increased our ownership of CVR Energy by acquiring 3,726,090 shares for a total purchase price of approximately $ 65 million.

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

As of September 30, 2025, we owned approximately 70 % of the total outstanding common stock of CVR Energy and 3 % of the outstanding common units of CVR Partners.

During the third quarter of 2025, our Energy segment decided to revert the renewable diesel unit (“RDU”) back to hydrocarbon processing service at its next scheduled catalyst change in December 2025, given unfavorable economics of the renewables business and to relieve certain logistical constraints within the refining business.

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

CVR Energy held 100 % of the general partner interest and approximately 37 % of the outstanding common units of CVR Partners as of March 31, 2026.

During the three months ended March 31, 2026, we increased our ownership of CVR Energy by acquiring 783,404 shares for a total purchase price of approximately $ 16 million.

As of March 31, 2026, we owned approximately 71 % of the total outstanding common stock of CVR Energy and 3 % of the outstanding common units of CVR Partners.

In December 2025, our Energy segment converted the renewable diesel unit back to hydrocarbon processing service, in response to unfav orable market economics of renewable fuels and to improve feedstock optimization and alleviate certain logistical constraints within our refining operations.

CVR Energy retains the flexibility to return the unit to renewable diesel service should market conditions and incentives become favorable.

At present, the unit no longer

processes renewable feedstocks, such as soybean oil, corn oil, and other similar feedstocks, into renewable diesel, and CVR Energy does not currently market renewable diesel.

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

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Food Packaging

We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Companies, Inc.

We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Holdings, Inc.

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

In March and September 2025, Viskase completed equity private placements whereby we acquired an additional 7,142,858 and 7,042,254 shares of Viskase common stock for $ 15 million and $ 5 million, respectively.

As of September 30, 2025, we owned approximately 92 % of the total outstanding common stock of Viskase.

In January 2026, Viskase completed an equity private placement whereby we acquired an additional 25,862,069 shares of Viskase common stock for $ 15 million.

In March 2026, Viskase completed its previously announced merger with Enzon Pharmaceuticals, Inc., and the combined company operates as “Viskase Holdings, Inc.” We own approximately 94 % of the outstanding common stock of the combined company.

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

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

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

The transaction included seller financing, which is included in related party notes receivable, and a preferred equity method investment included in investments, in our condensed consolidated balance sheet as of September 30, 2025.

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

WPH’s business consists of manufacturing, sourcing, marketing, distributing and selling home fashion consumer products.

WPH’s business consists of manufacturing, sourcing, marketing, distributing and selling hospitality and home fashion consumer products.

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

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Except for our Investment segment and Holding Company, for equity investments in which we own 50% or less but greater than 20%, we generally account for such investments using the equity method.

All other such equity investments are accounted for at fair value.

All other equity investments are accounted for at fair value.

Consolidated Variable Interest Entities

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

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

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

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

Our total assets related to the protected cell were $ 112 million and $ 108 million as of September 30, 2025 and December 31, 2024, respectively, and included in restricted cash in the condensed consolidated balance sheet.

Reclassifications

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

Our total assets related to the protected cell were $ 114 million and $ 113 million as of March 31, 2026 and December 31, 2025, respectively, and included in restricted cash in the condensed consolidated balance sheet.

Fair Value of Financial Instruments

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The fair value of our long-term debt is based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities.

The carrying value and estimated fair value of our long-term debt as of September 30, 2025 was approximately $ 6.7 billion and $ 6.6 billion, respectively.

The carrying value and estimated fair value of our long-term debt as of March 31, 2026 was approximately $ 6.4 billion and $ 6.2 billion, respectively.

The carrying value and estimated fair value of our long-term debt as of December 31, 2025 was approximately $ 6.6 billion and $ 6.3 billion, respectively.

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Cash Held at Consolidated Affiliated Partnerships and Restricted Cash

Our cash held at consolidated affiliated partnerships balance was $ 471 million and $ 915 million as of September 30, 2025 and December 31, 2024, respectively.

Our cash held at consolidated affiliated partnerships balance was $ 782 million and $ 746 million as of March 31, 2026 and December 31, 2025, 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.

Our restricted cash balance was approximately $ 1.8 billion and $ 1.7 billion as of September 30, 2025 and December 31, 2024, respectively.

Our restricted cash balance was approximately $ 1.2 billion as of March 31, 2026 and December 31, 2025.

Restricted cash includes, but is not limited to, our Investment segment’s cash pledged and held for margin requirements on derivative transactions and cash held related to our captive insurance program.

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

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

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

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

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

The day-to-day operations of TEB’s business is the sole responsibility of the other member who serves as manager of TEB and the Company does not control those day-to-day operations.

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

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

The Company determined it is not the primary beneficiary, as certain decisions related to the

entity’s operations require the consent of both the Company and the other member serving as the manager.

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

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

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

As of September 30, 2025, the carrying amount of our equity method investment in TEB was $ 74 million and is included in investments in the condensed consolidated balance sheet.

Our maximum exposure to loss in connection with our involvement in TEB is limited to the carrying value of our equity investment and related party loan receivable, which together total $ 198 million as of September 30, 2025.

As of March 31, 2026 and December 31, 2025, the carrying amount of our equity method investment in TEB was $ 81 million and $ 74 million, respectively, and is included in investments in the condensed consolidated balance

Long-Lived Assets

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If the carrying value of the long-lived asset is not determined to be recoverable, a fair value assessment is performed.

During the third quarter of 2025, our Energy segment decided to revert the RDU back to hydrocarbon processing service at the next scheduled catalyst change in December 2025.

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

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

As of September 30, 2025, the carrying value of the impacted property, plant and equipment was $ 93 million, which will be fully depreciated through November 2025.

As a result of this change in estimate, the Company recognized $ 31 million of accelerated deprecation during the three months ended September 30, 2025.

Revenue From Contracts With Customers and Contract Balances

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

As of September 30, 2025, our Energy segment had $ 5 million of remaining performance obligations for contracts with an original expected duration of more than one year.

Our Energy segment expects to recognize $ 2 million of these performance obligations as revenue by the end of 2025 , $ 3 million during 2026 , and the remaining balance in 2027.

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

Our Energy segment had deferred revenue of $ 58 million and $ 78 million as of September 30, 2025 and

December 31, 2024, respectively.

For the nine months ended September 30, 2025 and 2024, our Energy segment recognized revenue of $ 49 million and $ 14 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period.

Our Automotive segment had deferred revenue with respect to extended warranty plans of $ 29 million and $ 37 million as of September 30, 2025 and December 31, 2024, respectively, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets.

For each of the nine months ended September 30, 2025 and 2024, our Automotive segment recorded deferred revenue of $ 17 million outstanding as of the beginning of each period.

On July 4th, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted, making significant amendments to federal tax law and permanently extending several provisions of the 2017 Tax Cuts and Jobs Act.

The Company does not anticipate any material impacts to its income tax balances as a result of OBBB, but will continue to monitor legislative developments and evaluate any potential future impacts of the new law on its consolidated financial statements.

As of March 31, 2026, our Energy segment had $ 2 million of remaining performance obligations for contracts with an original expected duration of more than one year.

Our Energy segment expects to recognize $ 2 million of these performance obligations as revenue by the end of 2026 and less than $ 1 million in 2027 .

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

Our Energy segment had deferred revenue of $ 43 million and $ 44 million as of March 31, 2026 and December 31, 2025, respectively.

For the three months ended March 31, 2026 and 2025, our Energy segment recognized revenue of $ 12 million and $ 23 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period.

Our Automotive segment had deferred revenue with respect to extended warranty plans of $ 26 million and $ 28 million as of March 31, 2026 and December 31, 2025, respectively, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets.

For each of the three months ended March 31, 2026 and 2025, our Automotive segment recorded deferred revenue of $ 5 million and $ 6 million, respectively, outstanding as of the beginning of each period.

Recently Issued Accounting Standards

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

This standard is effective for the Company’s annual reporting period beginning January 1, 2025, with early adoption permitted.

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

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) and in January 2025, the FASB issued ASU 2025-01 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) and in January 2025, the FASB issued ASU 2025-01 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date.

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This standard, as clarified by ASU 2025-01, is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028 and should be applied on a retrospective or prospective basis, with early adoption permitted.

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

We continue to evaluate the impact of adopting this standard on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40) –Targeted Improvements to the Accounting for Internal-Use Software , which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40, including the elimination of accounting consideration of software project development stages and enhancement to the guidance around the ‘probable-to-complete’ threshold.

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

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

We continue to evaluate the potential impacts of adopting this standard on our consolidated financial statements.

Related Party Transactions

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Investment Funds

As of September 30, 2025 and December 31, 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 $ 0.8 billion and $ 1.5 billion, respectively, representing approximately 25 % and 35 % of the Investment Funds’ assets under management as of each respective date.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $ 300 million and $ 508 million from his personal interests in the Investment Funds during the three and nine months ended September 30, 2025, and redeemed $ 250 million from the Investment Funds during the three and nine months ended September 30, 2024.

As of March 31, 2026 and December 31, 2025, 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 $ 665 million and $ 908 million, respectively, representing approximately 23 % and 25 % of the Investment Funds’ assets under management as of each respective date.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $ 175 million from his personal interests in the Investment Funds and the Holding Company redeemed $ 240 million during the three months ended March 31, 2026.

In addition, during the three months ended March 31, 2026, the Holding Company redeemed $ 40 million in securities from the Investment Funds.

There were no redemptions from the Investment Funds during the three months ended March 31, 2025.

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

Based on an expense-sharing arrangement, certain expenses borne by us are reimbursed by the Investment Funds.

For the nine months ended September 30, 2025 and 2024, $ 11 million and $ 14 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

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

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

For the three months ended March 31, 2026 and 2025, $ 4 million and $ 3 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

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

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

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

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

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

The day-to-day operations of TEB’s business is the sole responsibility of the other member who serves as manager of TEB and the Company does not control those day-to-day operations.

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

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

In connection with the sale, the Company entered into a loan agreement with TEB totaling $ 124 million, representing the seller-financed debt portion of the transaction.

In connection with the sale in August 2025, the Company entered into a loan agreement with TEB.

As of March 31, 2026, the outstanding balance of the loan was $ 132 million, representing the seller-financed debt portion of the transaction.

For the three months ended March 31, 2026, the Company recognized interest income of $ 4 million related to this loan and the interest income is included in interest and dividend income in the condensed consolidated statements of operations.

Other Related Party Agreements

On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Carl C.

On October 1, 2020, we entered into a manager agreement with Brett Icahn, the son of Mr.

Icahn, and affiliates of Brett Icahn.

Under the manager agreement, Brett Icahn serves as the portfolio manager of a designated portfolio of assets within the Investment Funds over a seven-year term, subject to veto rights by our Investment segment and Carl C.

On May 5, 2022, we entered into an amendment to the manager agreement, which allows the Investment Funds to add, from time to time, two additional separately tracked portfolios, in addition to the existing portfolios, which will not be subject to the manager agreement.

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

Brett Icahn had net redemptions of $ 18 million during the nine months ended September 30, 2025, and had $ 4 million net redemptions in the nine months ended September 30, 2024.

As of September 30, 2025 and December 31, 2024 Brett Icahn had investments in the Investment Funds with a total fair market value of $ 4 million and $ 17 million, respectively.

Brett Icahn had no redemptions during the three months ended March 31, 2026 and 2025.

As of March 31, 2026 and December 31, 2025, Brett Icahn had investments in the Investment Funds with a total fair market value of $ 3 million and $ 4 million, respectively.

We also entered into a guaranty agreement with an affiliate of Brett Icahn, pursuant to which we guaranteed the payment of certain amounts required to be distributed by the Investment Funds to such affiliate pursuant to the terms and conditions of the manager agreement.

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The carrying value and detail by security type, including business sector for equity securities, with respect to investments and securities sold, not yet purchased held by our Investment segment consist of the following:

September 30,

(in millions)

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Consumer, cyclical

Debt securities:

Securities sold, not yet purchased, at fair value:

Equity securities:

Debt securities:

Communications

The portion of unrealized gains and (losses) that related to securities still held by our Investment segment, primarily equity securities, were $ 57 million and $ 101 million for the three months ended September 30, 2025 and 2024, respectively, and $( 120 ) and $( 229 ) million for the nine months ended September 30, 2025 and 2024, respectively.

The portion of unrealized losses that related to securities still held by our Investment segment, primarily equity securities, were $ 65 million and $ 223 million for the three months ended March 31, 2026 and 2025, respectively.

Other Segments and Holding Company

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The carrying value of investments held by our other segments and our Holding Company consist of the following:

September 30,

(in millions)

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Other investments measured at fair value

There were no unrealized gains and (losses) that related to equity securities still held by our other segments and Holding Company for each of the three and nine months ended September 30, 2025 and 2024.

There were no unrealized gains and (losses) that related to equity securities still held by our other segments and Holding Company for each of the three months ended March 31, 2026 and 2025.

Fair Value Measurements

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The following table summarizes the valuation of our assets and liabilities by the above fair value hierarchy levels measured on a recurring basis:

September 30, 2025

March 31, 2026

December 31, 2025

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RFS obligations (Note 17)

The changes in investments measured at fair value on a recurring basis for which we use Level 3 inputs to determine fair value are as follows:

Three Months Ended March 31,

(in millions)

Balance at January 1

Transfer out of Level 3

Balance at March 31

During the three months ended March 31, 2026, our 39,277 shares of Enzon Series C Non-Convertible Redeemable Preferred Stock, par value $ 0.01 per share (“Enzon Series C Preferred Stock”), were converted in connection with the closing of the merger of Viskase and Enzon and transferred out of Level 3.

Refer to Note 1, “Description of Business,” for discussion of the Viskase–Enzon merger.

A ssets Measured at Fair Value on a Non-Recurring Basis for Which We Use Level 3 Inputs to Determine Fair Value

CVR Partners performed a non-recurring fair value measurement of the equity interest received as part of the 45Q Transaction.

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

The related party loan receivable from TEB is collateral-dependent, as repayment is expected to be provided substantially through the planned sale of certain properties by TEB.

As of March 31, 2026, management individually evaluated the related party loan for credit losses and determined that the expected credit losses on the loan receivable are not material due to significant collateral coverage and ongoing support of TEB by co-investors.

With respect to the preferred equity investment, subsequent accounting and disclosures should not reflect a fair value approach, as the fair value option was not elected and only utilized in determining the initial carrying value.

As the transaction occurred in a prior period and is not subsequently measured at fair value nor reported in the statement of financial position at fair value (either in the current or prior periods), there is no requirement for nonrecurring fair value disclosures, and the disclosures are limited to those required under ASC 323.

Financial Instruments

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The Investment Funds have entered into various types of swap contracts with other counterparties.

These agreements provide that they are entitled to receive or are obligated to pay in cash an amount equal to the increase or decrease, respectively, in the value of the underlying shares, debt and other instruments that are the subject of the contracts, during the period from inception of the applicable agreement to its expiration.

In addition, pursuant to the terms of such agreements, they are entitled to receive or obligated to pay other amounts, including interest, dividends and other distributions made in respect of the underlying shares, debt and other instruments during the specified time

These agreements provide that they are entitled to receive or are obligated to pay in cash an amount equal to the increase or decrease, in the value of the underlying shares, debt and other instruments that are the subject of the contracts, during the period from inception of the applicable agreement to its expiration.

They are also entitled to receive from or required to pay to the counterparty a floating interest rate equal to the product of the notional amount multiplied by an agreed-upon rate.

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

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

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

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In such events, the counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions.

There were no Investment Funds’ derivative instruments with credit-risk-related contingent features in a liability position as of September 30, 2025 and December 31, 2024.

There were no Investment Funds’ derivative instruments with credit-risk-related contingent features in a liability position as of March 31, 2026 and December 31, 2025.

The following table summarizes the volume of our Investment segment’s derivative activities based on their notional exposure, categorized by primary underlying risk:

September 30, 2025

March 31, 2026

December 31, 2025

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Equity contracts

Credit contracts (1)

Commodity contracts

(1) The short notional amount on our credit default swap positions was approximately $ 179 million and $ 213 million at September 30, 2025 and December 31, 2024, respectively.

However, because credit spreads cannot compress below zero , our downside short notional exposure to loss is approximately $ 29 million and $ 55 million as of September 30, 2025 and December 31, 2024, respectively.

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

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Derivative Liabilities

September 30, 2025

March 31, 2026

December 31, 2025

September 30, 2025

March 31, 2026

December 31, 2025

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(1) Excludes netting of cash collateral received and posted.

The total collateral posted at September 30, 2025 and December 31, 2024 was $ 1.6 billion and $ 1.5 billion, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash in the condensed consolidated balance sheets .

The total collateral posted at March 31, 2026 and December 31, 2025 was $ 1.0 billion and $ 1.0 billion, respectively, across all counterparties, which are included in cash held at consolidated affiliated partnerships and restricted cash in the condensed consolidated balance sheets .

The following table presents the amount of gain (loss) recognized in the condensed consolidated statements of operations for our Investment segment’s derivatives not designated as hedging instruments:

Gain (loss) Recognized in Income (1)

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Three Months Ended March 31,

Equity contracts

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CVR Energy’s businesses are subject to fluctuations of commodity prices caused by supply and economic conditions, weather, interest rates, and other factors.

To manage price risk on crude oil and other inventories and to fix margins on future sales and purchases, CVR Energy from time to time enters into various commodity derivative transactions and holds derivative instruments, such as futures and swaps, which it believes provide an economic hedge on future transactions, as such instruments are not designated as hedge instruments.

To manage price risk on crude oil and other inventories and to fix margins on future sales and purchases, CVR Energy from time to time enters into various commodity derivative transactions and holds derivative instruments, such as futures and swaps, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedge instruments.

CVR Energy may enter into forward purchase or sale contracts associated with its feedstocks, expected future gasoline and diesel production and/or renewable identification numbers (“RINs”).

As of September 30, 2025 and December 31, 2024, CVR Energy had swap positions for crack spreads that offset to 5.2 million barrels and 0.1 million barrels at each period, respectively.

As of September 30, 2025 and December 31, 2024, CVR Energy had less than 0.2 million barrels and 0.1 million barrels of futures contracts, respectively.

As of September 30, 2025 and December 31, 2024, CVR Energy had forward contracts of 0.2 million barrels and less than 0.1 million barrels at each period, respectively.

As of March 31, 2026 and December 31, 2025, CVR Energy had swap positions for crack spreads that offset to 12.2 million and 3.1 million barrels at each period, respectively.

As of March 31, 2026 and December 31, 2025, CVR Energy had no barrels and 75 thousand barrels of futures contracts at each period, respectively.

As of March 31, 2026 and December 31, 2025, CVR Energy had forward contracts of 52 thousand and 736 thousand barrels at each period, respectively.

As of March 31, 2026, CVR Energy held offsetting forward crude and crack commodity buy and sell positions of approximately 1.9 million and 0.7 million barrels, respectively.

As of March 31, 2026, CVR Energy had open fixed-price commitments to purchase a net 17 million RINs.

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

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

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Derivative Liabilities

September 30, 2025

March 31, 2026

December 31, 2025

September 30, 2025

March 31, 2026

December 31, 2025

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Netting across contract types (1)

(1) The netting of derivatives primarily related to initial margin requirements of $ 8 million and $ 3 million at September 30, 2025 and December 31, 2024, respectively, which was not offset against derivatives liabilities, net in the condensed consolidated balance sheets .

(1) The netting of derivatives primarily related to initial margin requirements of $ 13 million and $ 5 million at March 31, 2026 and December 31, 2025, respectively, which was not offset against derivatives liabilities, net in the condensed consolidated balance sheets .

Certain derivative instruments within our Energy segment contain credit risk-related contingent provisions associated with our Energy segment’s credit ratings.

If our Energy segment’s credit rating were to be downgraded, it would allow the counterparty to require our Energy segment to post collateral or to request immediate, full settlement of derivative instruments in liability positions.

As of September 30, 2025, there were $ 6 million derivative liabilities in our Energy segment’s derivative instruments with credit-risk-related contingent features, for which no collateral has been posted.

Net gains recognized on derivatives for our Energy segment were $ 0 million and $ 2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 19 million and $ 7 million for the nine months ended September 30, 2025 and 2024, respectively.

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

If our Energy segment’s credit rating were to be downgraded below specified levels, counterparties could require our Energy segment to post additional collateral or to request immediate settlement of derivative instruments in a liability position.

As of March 31, 2026, the aggregate fair value of derivative instruments in a gross liability position subject to these provisions was $ 178 million, for which our Energy segment has posted collateral of $ 74 million.

Based on our Energy segment’s derivative positions and collateral posted as of March 31, 2026, our Energy segment would not have been required to post additional collateral or settle its derivative liabilities if the credit-risk related contingent provisions had been triggered at that date.

Net (losses) gains recognized on derivatives for our Energy segment were $( 182 ) million and $ 15 million for the three months ended March 31, 2026 and 2025, respectively.

Losses and gains recognized on derivatives for our Energy segment are included in cost of goods sold on the condensed consolidated statements of operations.

Related Party Notes Receivable, Net

Related party notes receivable and its related allowance for expected credit losses consists of the following:

March 31, 2026

December 31, 2025

(in millions)

Related party notes receivable, gross

Allowance for expected credit losses

Related party notes receivable, net

There were no write-offs associated with related party notes receivable for the three months ended March 31, 2026.

See Note 5, “Fair Value Measurements” for additional information related to the fair value of the related party notes receivable.

Inventories, Net

Inventories, net consists of the following:

September 30,

(in millions)

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Goodwill consists of the following:

September 30, 2025

March 31, 2026

December 31, 2025

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Intangible assets, net consists of the following:

September 30, 2025

March 31, 2026

December 31, 2025

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Intangible assets, net

Amortization expense associated with definite-lived intangible assets was $ 14 million and $ 14 million for the three months ended September 30, 2025 and 2024, respectively, and $ 42 million and $ 43 million for the nine months ended September 30, 2025 and 2024, respectively.

Amortization expense associated with definite-lived intangible assets was $ 9 million and $ 14 million for the three months ended March 31, 2026 and 2025, respectively.

We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets .

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Right-of-use assets and lease liabilities are as follows:

September 30,

(in millions)

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Lease liabilities (debt)

Additional information with respect to our operating leases as of September 30, 2025 and December 31, 2024 is presented below.

Additional information with respect to our operating leases as of March 31, 2026 and December 31, 2025 is presented below.

The lease terms and discount rates for our Energy, Automotive and Food Packaging segments represent weighted averages based on their respective lease liability balances.

Operating Leases as of September 30, 2025

Operating Leases as of March 31, 2026

(in millions)

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Other segments and Holding Company

For the three months ended September 30, 2025 and 2024, lease cost was comprised of (i) operating lease cost of $ 47 million and $ 46 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 3 million and $ 2 million, respectively, and (iii) interest expense on financing lease liabilities of less than $ 1 million and $ 2 million, respectively.

For the nine months ended September 30, 2025 and 2024, lease cost was comprised of (i) operating lease cost of $ 136 million and $ 132 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 8 million and $ 6 million, respectively, and (iii) interest expense on financing lease liabilities of $ 5 million and $ 5 million, respectively.

Our Automotive segment accounted for $ 100 million and $ 106 million of total lease cost for each of the nine months ended September 30, 2025 and 2024, respectively.

For the three months ended March 31, 2026 and 2025, lease cost was comprised of (i) operating lease cost of $ 46 million and $ 44 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 3 million and $ 2 million, respectively, and (iii) interest expense on financing lease liabilities of less than $ 2 million and $ 1 million, respectively.

Our Automotive segment accounted for $ 34 million and $ 31 million of total lease cost for each of the three months ended March 31, 2026 and 2025, respectively.

Lessor Arrangements

Our Automotive segment leases available and excess real estate in certain locations under long-term operating leases.

Our Automotive segment’s revenues from operating leases were $ 8 million and $ 15 million for the three months ended September 30, 2025 and 2024, respectively, and $ 30 million and $ 45 million for the nine months ended September 30, 2025 and 2024, respectively.

Our Automotive segment’s revenues from operating leases were $ 5 million and $ 14 million for the three months

ended March 31, 2026 and 2025, respectively.

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

Our Automotive segment’s expenses from operating leases including variable lease costs were $ 23 million and $ 25 million for the three months ended September 30, 2025 and 2024, respectively, and $ 68 million and $ 72 million for the nine months ended September 30, 2025 and 2024, respectively.

Our Automotive segment’s expenses from operating leases including variable lease costs were $ 16 million and $ 24 million for the three months ended March 31, 2026 and 2025, respectively.

Expenses from operating leases are included in other expenses from operations in the condensed consolidated statements of operations.

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

As of September 30, 2025 and December 31, 2024, our Real Estate segment had assets leased to others included in property, plant and equipment of $ 276 million and $ 236 million, respectively, net of accumulated depreciation.

Our Real Estate segment’s revenue from operating leases were $ 3 million and $ 2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 8 million and $ 7 million for the nine months ended September 30, 2025 and 2024.

As of March 31, 2026 and December 31, 2025, our Real Estate segment had assets leased to others included in property, plant and equipment of $ 497 million and $ 484 million, respectively, net of accumulated depreciation.

Our Real Estate segment’s revenues from operating leases were $ 7 million and $ 3 million for the three months ended March 31, 2026 and 2025, respectively.

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

Our Real Estate segment’s expenses from operating leases including variable lease costs were $ 14 million and $ 7 million for the three months ended March 31, 2026 and 2025, respectively.

Expenses from operating leases are included in other expenses from operations in the condensed consolidated statements of operations.

Debt consists of the following:

September 30,

(in millions)

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Holding Company debt is net of unamortized discounts, premiums, debt issuance costs and notes held in treasury.

In August 2025, we, together with Icahn Enterprises Finance Corp., issued an additional $ 500 million in aggregate principal amount of our existing 10.000 % senior secured notes due 2029.

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

In the nine months ended September 30, 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.

As a result of these transactions, we recognized a $ 3 million gain on extinguishment of debt for the nine months ended September 30, 2025.

In 2025, certain of our Energy segment’s subsidiaries (the “Term Loan Borrowers”) prepaid $ 90 million in principal amount of the senior secured term loan facility (the “Term Loan”).

As a result of these transactions, CVR Energy recognized a $ 2 million loss on extinguishment of debt for the nine months ended September 30, 2025.

As of September 30, 2025, total availability under CVR Energy’s Amended and Restated ABL Credit Agreement (“CVR Energy ABL”) and CVR Partners’ ABL Credit Agreement (“CVR Partners ABL”) facilities aggregated to $ 366 million.

The CVR Energy ABL had $ 25 million of letters of credit outstanding as of September 30, 2025.

The CVR Energy ABL matures on June 30, 2027, and the CVR Partners ABL matures on September 26, 2028.

In February 2026, we redeemed all outstanding 6.250 % senior unsecured notes due 2026, at par, using cash on hand.

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 104.25 % of the principal amount in February 2026, resulting in a $ 28 million loss on extinguishment of debt in the three months ended March 31, 2026, (ii) funded 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 three months ended March 31, 2026, and (iii) repaid the aggregate principal balance of CVR Energy’s senior secured term loan facility, resulting in a $ 3 million loss on extinguishment of debt in the three months ended March 31, 2026.

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

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

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

As of March 31, 2026, total availability under the CVR Energy ABL and CVR Partners’ ABL Credit Agreement (the “CVR Partners ABL”) aggregated to $ 589 million.

The CVR Energy ABL had $ 11 million of letters of credit outstanding as of March 31, 2026.

The CVR Energy ABL matures on February 12, 2031, and the CVR Partners ABL matures on September 26, 2028.

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

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Non-Cash Charges to Interest Expense

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations were $( 1 ) million and less than $ 1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 3 million and $ 2 million for the nine months ended September 30, 2025 and 2024, respectively.

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations were $( 30 ) million and less than $ 1 million for the three months ended March 31, 2026 and 2025, respectively.

Net Income (Loss) Per LP Unit

The components of the computation of basic and diluted income (loss) per LP unit of Icahn Enterprises are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions, except per unit amounts)

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Basic and diluted weighted average LP units outstanding (1)

(1) Excludes an immaterial amount of unvested RSU awards during the nine months ended September 30, 2025 and 2024.

(1) Excludes an immaterial amount of unvested RSU awards during the three months ended March 31, 2026 and 2025.

LP Unit Transactions

Unit Distributions

On February 24, 2025, we declared a quarterly distribution in the amount of $ 0.50 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units, payable April 16, 2025.

On February 23, 2026, we declared a quarterly distribution in the amount of $ 0.50 per depositary unit, in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units.

Because the depositary unitholders could elect to receive the distribution either in cash or additional depositary units, we recorded a unit distribution liability of $ 325 million as the unit distribution had not been made as of March 31, 2026.

In addition, the unit distribution liability, which is included in accrued expenses and other liabilities in the condensed consolidated balance sheets, is considered a potentially dilutive security and is considered in the calculation of diluted income per depositary unit as disclosed above.

Any difference between the liability recorded and the amount representing the aggregate value of the number of depositary units distributed and cash paid would be charged to equity.

In April 2026, we distributed 34,841,101 depositary units to unitholders who did not elect to receive cash, of which 32,536,774 depositary units were distributed to Mr.

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Icahn and his affiliates in April 2026.

On May 5, 2025, we declared a quarterly distribution in the amount of $ 0.50 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units, payable June 25, 2025.

In June 2025, we distributed 23,351,314 depositary units to unitholders who did not elect to receive cash, of which 22,033,036 depositary units were distributed to Mr.

Icahn and his affiliates.

In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $ 76 million, of which $ 50 million was distributed to Mr.

Icahn and his affiliates in June 2025.

On August 1, 2025, we declared a quarterly distribution in the amount of $ 0.50 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units, payable September 24, 2025.

In September 2025, we distributed 25,614,344 depositary units to unitholders who did not elect to receive cash, of which 24,149,325 were distributed to Mr.

Icahn and his affiliates.

In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $ 77 million, of which $ 50 million was distributed to Mr.

Icahn and his affiliates in September 2025.

At-The-Market Offerings

During the three months ended September 30, 2025, we sold 1,344,766 depositary units pursuant to the Open Market Sale Agreement entered into November 21, 2022, resulting in gross proceeds of $ 11 million, and during the nine months ended September 30, 2025, we sold 5,156,758 depositary units resulting in gross proceeds of $ 44 million.

As of September 30, 2025, we continue to have effective Open Market Sale Agreements and Icahn Enterprises may sell its depositary units for up to an additional $ 3 million in aggregate gross sale proceeds pursuant to its Open Market Sale Agreement entered into November 21, 2022 and up to $ 400 million in aggregate gross sale proceeds pursuant to its Open Market Sale Agreement entered into August 26, 2024.

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.

As of March 31, 2026, 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 (the “2024 Open Market Sale Agreement”).

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 2024 Open Market Sale Agreement.

Depending on market conditions, we may continue to sell depositary units under the 2024 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 2024 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.

There can be no assurance that any future capital will be available on acceptable terms or at all under this program.

Repurchase Authorization

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The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the Board of Directors of Icahn Enterprises GP.

On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Program, we were reauthorized to repurchase up to $ 500 million worth of our outstanding fixed-rate senior notes, in addition to the $ 269 million we repurchased prior to the Board’s reapproval of the Repurchase Program.

During the nine months ended September 30, 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 for cash paid of $ 46 million.

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

As of September 30, 2025, we were 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.

During the three months ended March 31, 2026, the Company did not repurchase any of the Company’s depositary units or fixed-rate senior notes under the Repurchase Program.

Repurchased notes are extinguished but not retired when 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.

Segment Reporting

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Condensed Statements of Operations

Three Months Ended September 30, 2025

Food Packaging

Holding Company

(in millions)

Other revenues from operations

Net loss from investment activities

Interest and dividend income

(Loss) gain on disposition of assets, net

Other income (loss), net

Cost of goods sold

Other expenses from operations

Dividend expense

Selling, general and administrative

Restructuring, net

Interest expense

(Loss) income before income tax (expense) benefit

Income tax (expense) benefit

Net (loss) income

net (loss) income attributable to non-controlling interests

Net (loss) income attributable to Icahn Enterprises

Supplemental information:

Capital expenditures

Depreciation and amortization

Three Months Ended September 30, 2024

Food Packaging

Holding Company

(in millions)

Other revenues from operations

Net loss from investment activities

Interest and dividend income

Gain on disposition of assets, net

Other income, net

Cost of goods sold

Other expenses from operations

Dividend expense

Selling, general and administrative

Interest expense

(Loss) income before income tax (expense) benefit

Income tax (expense) benefit

Net (loss) income

net (loss) income attributable to non-controlling interests

Net (loss) income attributable to Icahn Enterprises

Supplemental information:

Capital expenditures

Depreciation and amortization

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Food Packaging

4 unchanged sentences

Interest and dividend income

(Loss) gain on disposition of assets, net

Other income (loss), net

Loss on disposition of assets, net

Other loss (income), net

Cost of goods sold

2 unchanged sentences

Selling, general and administrative

Restructuring, net

Interest expense

7 unchanged sentences

Depreciation and amortization

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Food Packaging

4 unchanged sentences

Interest and dividend income

Loss on disposition of assets, net

Other income (loss), net

Gain on disposition of assets, net

Other income, net

Cost of goods sold

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In addition to the condensed statements of operations by reporting segment above, we provide additional disaggregated revenue information for our Energy and Automotive segments below.

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Three Months Ended March 31,

Petroleum products

Renewable products

Nitrogen fertilizer products

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Three Months Ended March 31,

Automotive Services

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Condensed Balance Sheets

September 30, 2025

March 31, 2026

(in millions)

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Accounts receivable, net

Related party notes receivable, net

Inventories, net

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Total liabilities and equity

For the three months ended September 30, 2025, we recorded an expense of $ 127 million on pre-tax income of $ 538 million compared to an income tax benefit of $ 13 million on pre-tax income of $ 67 million for the three months ended September 30, 2024.

Our effective income tax rate was 23.7 % and ( 19.4 %) for the three months ended September 30, 2025 and 2024, respectively.

For the three months ended September 30, 2025, the effective tax rate was higher than the statutory federal rate of 21 %, for corporations, primarily due to changes in valuation allowances offset in part by changes in pre-tax earnings

attributable to noncontrolling interests.

For the three months ended September 30, 2024, the effective tax rate was lower than the statutory federal rate of 21 %, for corporations, primarily due to partnership gains for which there was no tax expense as such income is allocated to the partners.

For the nine months ended September 30, 2025, we recorded an income tax expense of $ 8 million on pre-tax loss of $ 362 million compared to an income tax benefit of $ 2 million on pre-tax loss of $ 434 million for the nine months ended September 30, 2024.

Our effective income tax rate was ( 2.2 ) % and 0.5 % for the nine months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025, the effective tax rate was lower than the statutory federal rate of 21 %, for corporations, primarily due to changes in the valuation allowance and from partnership losses for which there was no tax benefit as such losses are allocated to the partners.

For the nine months ended September 30, 2024, the effective tax rate was lower than the statutory federal rate of 21 %, for corporations, primarily due to changes in the valuation allowance and from partnership losses for which there was no tax benefit as such losses are allocated to the partners.

For the three months ended March 31, 2026, we recorded an income tax benefit of $ 49 million on pre-tax loss of $ 612 million compared to an income tax benefit of $ 74 million on pre-tax loss of $ 654 million for the three months ended March 31, 2025.

Our effective income tax rate was 7.97 % and 11.2 % for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026, the effective tax rate was lower than the statutory federal rate of 21 %, for corporations, primarily due to partnership loss for which there was no tax benefit as such loss is allocated to the partners, changes in pre-tax earnings attributable to noncontrolling interests and changes in valuation allowances.

For the three months ended March 31, 2025, the effective tax rate was lower than the statutory federal rate of 21 %, for corporations, primarily due to partnership loss for which there was no tax benefit as such loss is allocated to the partners.

Changes in Accumulated Other Comprehensive Loss

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Other comprehensive loss, net of tax

Balance, September 30, 2025

Post-Retirement

Adjustments, Net

Benefits, Net

(in millions)

Balance, December 31, 2023

Other comprehensive loss before reclassifications, net of tax

Other comprehensive loss, net of tax

Balance, September 30, 2024

Balance, March 31, 2026

Other Income, Net

Other income, net consists of the following:

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Three Months Ended March 31,

Equity earnings from non-consolidated affiliates

Foreign currency transaction (loss) gain

Gain on extinguishment of debt, net

Loss on extinguishment of debt, net

Commitments and Contingencies

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

Our consolidated environmental liabilities on an undiscounted basis were $ 3 million and $ 3 million as of September 30, 2025 and December 31, 2024, respectively, primarily within our Energy segment, which are included in accrued expenses and other liabilities in our condensed consolidated balance sheets.

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

RFS Disputes - CVR Energy’s obligated-party subsidiaries are subject to the Renewable Fuel Standard (“RFS”) implemented by the U.S.

Environmental Protection Agency (“EPA”) which, absent any exemption or waiver, requires refiners to either blend renewable fuels into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending, in an amount equal to the renewable volume obligation (“RVO”) for the applicable compliance year.

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

CVR Energy’s obligated-party subsidiaries also purchase RINs generated from its renewable diesel operations to partially satisfy their RFS obligations.

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

On August 22, 2025, the EPA issued a decision document to WRC affirming the validity of its previous grants of WRC’s petitions for small refinery hardship relief under the RFS for WRC’s 2017 and 2018 compliance periods, granting 100 percent waivers for WRC’s 2019 and 2021 compliance periods and granting 50 percent waivers for its 2020, 2022, 2023 and 2024 compliance periods (the “2025 SRE Decision”).

Based on this decision, WRC’s obligations for the 2020 through 2024 compliance periods were reduced by more than 424 million RINs, representing approximately $ 488 million.

WRC timely complied with its RFS obligations for the 2023 and prior compliance periods by the October 1, 2025 deadline set forth in the 2025 SRE Decision.

In July 2025, the EPA’s partial waiver of the 2024 cellulosic biofuel volume requirement was published in the Federal Register, making the RFS compliance reporting deadline for all obligated parties for the 2024 compliance period December 1, 2025.

Taking into account the 2025 SRE decision that resulted in a benefit of $488 million, our Energy segment recognized, net of RINS sales, a benefit of $ 417 million and an expense of $ 86 million for the three months ended September 30, 2025 and 2024, respectively, and a benefit of $ 171 million and an expense of $ 65 million for the nine months ended September 30, 2025 and 2024, respectively, for CVR Energy’s obligated-party subsidiaries’ compliance with the RFS (based on the 2020 through 2025 annual RVO, excluding the impacts of any exemptions or waivers to which the obligated-party subsidiaries may be entitled).

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

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

As of September 30, 2025 and December 31, 2024, CVR Energy’s obligated-party subsidiaries’ RFS position was $ 93 million and $ 323 million, respectively, and is included in accrued expenses and other liabilities in the condensed consolidated balance sheets.

Our Energy segment continues to accrue WRC’s 2025 RFS obligation at 100% of the required amount, as no waiver has yet been granted for that compliance year.

Our Energy segment estimates that WRC’s 2025 obligation will represent approximately 120 million RINs as of the end of the current fiscal year absent a waiver.

Call Option Coverage Cases – The appeal filed by CVR Energy and certain of its affiliates (the “Call Defendants”) of the summary judgment granted in Texas state court (the “Texas Suit”) in favor of certain of CVR Energy’s primary and excess insurers (the “Insurers”) relating to the August 2022 settlement (the “Settlement”) of the consolidated lawsuits filed by purported former unitholders of CVR Refining on behalf of themselves and an alleged class of similarly situated unitholders relating to CVR Energy’s exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership, has been fully briefed but remains pending before an appellate court in Texas.

In April 2026, the Call Defendants requested a status conference in the action filed by the Call Defendants in Delaware against the Insurers seeking recovery of all amounts paid in connection with the Settlement (the “Delaware Suit”), which Delaware Suit had been effectively stayed by the Delaware court pending the outcome of the Texas Suit appeal.

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

RFS Disputes - The petitions for review filed by CVR Energy’s obligated-party subsidiary, Wynnewood Refining Company, LLC (“WRC”) along with multiple other parties, challenging the August 2025 decisions of the U.S.

Environmental Protection Agency (“EPA”) on several pending small refinery exemption (“SRE”) petitions including the August 2025 SRE Decisions, remain pending and are at an early stage.

Petitions for review of the EPA’s December 2025 decisions addressing previously pending SRE petitions filed by other small refiners (together with the August 2025 SRE Decisions, the “2025 SRE Decisions”) are also pending and in preliminary stages.

Certain small refineries, including WRC, have been granted leave to intervene in related proceedings brought by certain biofuels groups challenging the EPA’s issuance of SREs in the August 2025 SRE Decisions.

Separately, the EPA has not yet issued a determination on WRC’s SRE petition filed in July 2025, notwithstanding the EPA’s legal obligation to act within ninety days.

WRC is evaluating potential courses of action in the event the EPA fails to act or issues an adverse determination with respect to WRC’s 2025 SRE petition.

Given the early stage of these matters, the Company is currently unable to estimate the potential impact on WRC’s past, current, and future obligations under the Renewable Fuel Standard (“RFS”) or on the Company’s financial position, results of operations, or cash flows;

however, such impact could be material.

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

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

As of March 31, 2026 and December 31, 2025, CVR Energy’s obligated-party subsidiaries’ RFS liability was $ 204 million and $ 72 million, respectively, and is included in accrued expenses and other liabilities in the condensed consolidated balance sheets.

45Q Transaction

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

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

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

See the matters described under the caption “Other” below.

Recent developments since the last periodic report of the Company are discussed below.

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

On October 27, 2025, WRC filed in the United States Circuit Court for the District of Columbia Circuit (the “DC Circuit”) a petition for review of the 2025 EPA Decision as respect to WRC’s 2020, 2022, 2023 and 2024 SREs, primarily intended to preserve WRC’s rights to challenge scoring and decisions relating to WRC’s future SRE petitions;

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

Also in August 2025, the EPA requested additional information from WRC relating to its SRE petition for the 2025 compliance period, which WRC submitted in July 2025, ruling on which WRC believes was due from the EPA in October 2025.

WRC is currently evaluating such request and any actions WRC may take relating to its SRE petition for the 2025 compliance period.

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

Wynnewood Refinery 2023 Fire Claim – In August 2025, plaintiffs in a lawsuit filed by three contractor employees alleging personal injuries arising from the 2023 fire at the Wynnewood Refinery owned and operated by CVR Energy subsidiaries issued a settlement demand in the amount of $ 60 million.

CVR Energy disputes plaintiffs’ claims and has tendered defense and indemnity of the lawsuit to certain of its contractors and carriers.

Trial is currently set for January 6, 2026.

While CVR Energy is defending itself, if this matter is ultimately concluded in a manner adverse to CVR Energy, it could have a material effect on CVR Energy’s financial position, results of operations, or cash flows.

CRNF Ammonia Release – In October 2025, a lawsuit was filed against CVR Energy in the 268 th Judicial District Court of Fort Bend County, Texas alleging damages arising from an ammonia release that occurred at the fertilizer facility owned and operated by a CVR Energy affiliate in October 2025, following which multiple individuals were transported to hospitals for evaluation and treatment.

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

Guaranty Dispute – In October 2025, a subsidiary of CVR Energy entered into a stipulation with Exxon Mobil Corporation (“XOM”) in connection with the lawsuit it filed in the Superior Court of the State of Delaware disputing the validity of an alleged guaranty claimed by XOM to have been issued in its favor in 1993 extending all deadlines under the litigation until December 1, 2025.

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

Guaranty Dispute – All deadlines in the 2024 action filed by one of CVR Energy’s subsidiaries in the Superior Court of the State of Delaware, which disputes the validity of an alleged 1993 guaranty (the “Guaranty Dispute”) asserted by Exxon Mobil Corporation (“XOM”), have been temporarily stayed until June 2026.

The asserted guaranty purports to obligate the subsidiary to defend and indemnify XOM against multiple lawsuits filed against XOM between 2018 and 2025 by property owners in Louisiana alleging property contamination from oil wells.

The stay is in place while the parties continue to engage in mediation .

The subsidiary continues to dispute the validity of the alleged XOM guaranty.

However, if these matters are ultimately resolved adversely to the Company, they could have a material, adverse effect on CVR Energy’s financial position, results of operations, or cash flows.

CRNF Ammonia Release – CVR Energy, CVR Partners and certain affiliates have been named in multiple lawsuits arising from an October 2025 ammonia release at the nitrogen fertilizer facility in Coffeyville, Kansas.

Following the incident, multiple contractors were evaluated and treated for potential injuries.

The litigation includes personal injury and related damages claims filed in Texas state court, as well as a declaratory judgment action filed in Kansas state court by an insurance carrier seeking a determination that it has no duty to defend or indemnify the Company in connection with certain of the underlying claims.

As these matters are in the preliminary stages, CVR Energy cannot yet determine whether they will have a material adverse effect on its financial position, results of operations, or cash flows.

Kansas Environmental Claims – Discovery has commenced in the lawsuit filed in the United States District Court for the District of Kansas against CVR Energy, CVR Partners and certain of their affiliates (collectively, the "Kansas Defendants") by three residents of Coffeyville and a purported class of similarly situated persons seeking compensatory and punitive damages and a court-supervised medical monitoring program, arising from alleged emissions from operations at the Coffeyville Refinery and the Coffeyville Fertilizer Facility.

While this matter is in its earliest stages, if ultimately concluded in a manner adverse to the Kansas Defendants, it could have a material effect on CVR Energy’s financial position, results of operations, or cash flows.

Other Matters

Pension Obligations

Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 86 % of Icahn Enterprises’ outstanding depositary units as of September 30, 2025.

Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 86 % of Icahn Enterprises’ outstanding depositary units as of March 31, 2026.

Applicable pension and tax laws make each member of a “controlled group” of entities, generally defined as entities in which there is at least an 80% common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group.

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Icahn has a direct or indirect ownership interest of at least 80 %, which include the liabilities of a pension plan sponsored by Viskase.

All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase plan have been met as of September 30, 2025.

If the plan was voluntarily terminated, it would be underfunded by approximately $ 21 million as of September 30, 2025.

If the plan was voluntarily terminated, it would be underfunded by approximately $ 19 million as of March 31, 2026.

These results are based on the most recent information provided by the plans’ actuary.

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

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

In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable

for any failure of such entity to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plan.

The current underfunded status of the Viskase pension plan requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase controlled group, or if we make certain extraordinary dividends or stock redemptions.

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Supplemental cash flow information consists of the following:

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

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Cash payments for income taxes, net of payments

Recognition of related party note receivable

Recognition of equity method investment

Partnership distributions payable

Subsequent Events

Icahn Enterprises

Transfer of assets

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

The transaction was completed at historical cost and accounted for as an asset acquisition under ASC 805, consistent with common control accounting guidance.

The assets transferred include land, buildings, leasehold improvements, and in-place leases previously held by the Automotive 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.

This transfer resulted in a material change to the net assets of the Automotive reporting unit.

As such, the Company considered this a triggering event for potential impairment and is in process of performing a quantitative impairment assessment as of October 1, 2025, in accordance with the guidance in ASC 350 and ASC 360.

As of the date of this filing, the impairment analysis is ongoing and not yet complete and any potential impairment cannot be estimated at this time.

LP Unit Distribution

On November 3, 2025, 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 December 24, 2025 to depositary unitholders of record at the close of business on November 17, 2025.

Depositary unitholders will have until December 12, 2025 to make a timely election to receive either cash or additional depositary units.

On May 4, 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 June 25, 2026 to depositary unitholders of record at the close of business on May 18, 2026.

Depositary unitholders will have until June 12, 2026 to make a timely election to receive either cash or additional depositary units.

If a unitholder does not make a timely election, it will automatically be deemed to have elected to receive the distribution in additional depositary units.

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 December 19, 2025.

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.

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

What changed 10-Q

Item 1. Financial Statements