What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-05 · 174 added, 272 removed, 253 unchanged (64% of the section changed)

1 unchanged sentence

The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition.

This section should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q for the period ended September 30, 2025 (this “Report”), as well as our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on February 26, 2025.

This section should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q for the period ended March 31, 2026 (this “Report”), as well as our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 25, 2026.

Executive Overview

10 unchanged sentences

(“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 Icahn Enterprises’ 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 Icahn Enterprises’ outstanding depositary units as of March 31, 2026.

Recent Developments

In August 2025, the U.S.

Environmental Protection Agency (the “EPA”) issued a decision document to a subsidiary of our Energy segment, Wynnewood Refining Company, LLC (“WRC”), affirming the validity of its previous grant of WRC’s petitions for small refinery hardship relief under the Renewal Fuel Standards (“RFS”) for WRC’s 2017 and 2018 compliance periods, granting 100 percent waivers for WRC’s 2019 and 2021 compliance periods and granting 50 percent waivers for its 2020, 2022, 2023 and 2024 compliance periods (the “2025 SRE Decision”).

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

Refer to Note 16 “Commitments and Contingencies” of these condensed consolidated financial statements for further discussion.

Further, 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.

In February 2026, CVR Energy, Inc.

(“CVR Energy”) completed the issuance of $1 billion aggregate principal amount of senior notes, consisting of $600 million of 7.50% senior notes due February 2031 and $400 million of 7.875% senior notes due February 2034.

The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 at a redemption price equal to 104.250% of the principal amount in February 2026, resulting in a $28 million loss on extinguishment of debt in the 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 (the “Term Loan”), resulting in a $3 million loss on extinguishment of debt in the three months ended March 31, 2026.

Viskase Private Placement

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 a purchase price of $15 million and $5 million, respectively.

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

Viskase Merger Agreement

On June 20, 2025, Viskase, our majority owned subsidiary, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enzon Pharmaceuticals, Inc.

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

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

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

to the Support Agreement.

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

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

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

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

Refer to Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” and Note 3 “Related Party Transactions” of these condensed consolidated financial statements for further discussion.

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

Viskase Merger

On June 20, 2025, Viskase, our majority-owned subsidiary, entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Enzon Pharmaceuticals, Inc.

(“Enzon”), of which we owned approximately 49% of its outstanding shares of common stock, par value $0.01 per share (the “Enzon Common Stock”) and approximately 98% of its outstanding Series C Non-Convertible Redeemable Preferred Stock, $0.01 par value per share

(“Enzon Preferred Stock”).

Pursuant to the terms of the Merger Agreement, (i) a wholly-owned subsidiary of Enzon agreed to merge with and into Viskase, with Viskase surviving the merger as a wholly-owned subsidiary of Enzon (the “Merger”) and (ii) upon consummation of the Merger, each share of Viskase’s common stock, par value $0.01 per share (the “Viskase Common Stock”) issued and outstanding immediately prior to the consummation of the Merger (other than certain specified shares) is automatically converted into the right to receive a number of shares of Enzon Common Stock equal to the exchange ratio set forth in the Merger Agreement.

In connection with execution of the Merger Agreement, we entered into a support agreement with Enzon and Viskase, pursuant to which we agreed to, among other things, convert our Enzon Preferred Stock into Enzon Common Stock for a number of shares of Enzon Common Stock equal to the aggregate liquidation preference of such shares of Enzon Preferred Stock, divided by the volume-weighted average price of Enzon Common Stock on the “OTCQB” tier of the OTC for the 20 trading days preceding October 24, 2025.

The Merger was consummated on March 26, 2026.

As a result of the Merger, the combined company now operates under the name “Viskase Holdings, Inc.” and we own approximately 94% of the outstanding common stock of the combined company.

Potential Strategic Transactions

As previously disclosed, we are considering, with CVR Energy, Inc.

(“CVR Energy”), potential strategic transactions available to CVR Energy and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”).

As previously disclosed, we are considering, with CVR Energy, potential strategic transactions available to CVR Energy and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”).

There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing.

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

As of September 30, 2025, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

Automotive Real Estate

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

Refer to Note 18 “Subsequent Events” of these condensed consolidated financial statements for further discussion.

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

As of March 31, 2026, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

Investment Fund Redemption

12 unchanged sentences

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

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

The impact of tariffs and associated impacts on global trade have not significantly affected our operating businesses as of September 30, 2025.

economic trade policy, and economic uncertainty has led to increased

The impact of tariffs and associated impacts on global trade have not significantly affected our operating businesses as of March 31, 2026.

The comparability of our summarized consolidated financial results presented below is affected primarily by the performance of the Investment Funds and the results of operations of our Energy segment, impacted by the demand and pricing for its products.

3 unchanged sentences

Attributable to Icahn Enterprises

Three Months Ended September 30,

(in millions)

Holding Company

Other Operating Segments:

Food Packaging

Other operating segments

Net Income (Loss)

Attributable to Icahn Enterprises

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

4 unchanged sentences

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

As of September 30, 2025 and December 31, 2024, we had investments with a fair market value of approximately $2.4 billion and $2.7 billion, respectively in the 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.

As of September 30, 2025, Mr.

As of March 31, 2026 and December 31, 2025, we had investments with a fair market value of approximately $2.2 billion and $2.7 billion, respectively in the Investment Funds.

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.

As of March 31, 2026, Mr.

Icahn and his affiliates have pledged approximately $371 million of interests in the Investment Funds.

5 unchanged sentences

Changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our Investment segment’s results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends.

Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of September 30, 2025.

For the three months ended September 30, 2025 and 2024, our Investment Funds’ returns were (0.5)% and 7.6%, respectively.

For the nine months ended September 30, 2025 and 2024, our Investment Funds’ returns were (9.3)% and (1.9)%, respectively.

For the three months ended March 31, 2026 and 2025, our Investment Funds’ returns were (8.2)% and (8.4)%, respectively.

Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses.

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

The following tables set forth the performance attribution and net income (loss) for the Investment Funds’ returns for the three and nine months ended September 30, 2025 and 2024, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative instruments.

Three Months Ended September 30,

Nine Months Ended September 30,

The following tables set forth the performance attribution and net income (loss) for the Investment Funds’ returns for the three months ended March 31, 2026 and 2025, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative instruments.

Three Months Ended March 31,

Long positions

Short positions

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Three Months Ended March 31,

Long positions

Short positions

Three Months Ended September 30, 2025 and 2024

For the three months ended September 30, 2025, the Investment Funds’ negative performance was primarily driven by net losses in short positions, offset in part by net gains in long positions.

The negative performance of our Investment segment’s short positions was driven primarily by net losses in the energy sector of $178 million and net losses from broad market hedges of $147 million.

The positive performance of our Investment segment’s long positions was primarily driven by net gains from the communications and utilities sectors of $304 million.

For the three months ended September 30, 2024, the Investment Funds’ positive performance was primarily driven by net gains in long positions, which includes the impact of derivatives, offset in part by net losses in short positions.

The positive performance of our Investment segment’s long positions was driven primarily by net gains from the healthcare and utilities sectors of $332 million.

The negative performance of our Investment segment’s short positions was primarily driven by losses from the materials and utilities sectors of $158 million and losses from the broad market hedges of $129 million, partially offset by gains in the energy sector of $157 million.

Nine Months Ended September 30, 2025 and 2024

For the nine months ended September 30, 2025, the Investment Funds’ negative performance was primarily driven by net losses in short positions, offset in part by net gains in long positions.

The negative performance of our Investment segment’s short positions was primarily driven by net losses from the energy sector of $292 million and net losses from broad market hedges of $210 million.

The positive performance of our Investment segment’s long positions was driven primarily by net gains from the communications and utilities sectors of $452 million, offset in part by net losses from the healthcare, industrial and materials sectors of $366 million.

For the nine months ended September 30, 2024, the Investment Funds’ negative performance was primarily driven by net losses in short positions, offset in part by net gains in long positions.

The negative performance of our Investment segment’s short positions was driven primarily by net losses in broad market hedges of $292 million and net losses in the utilities and materials sectors of $205 million, offset in part by gains from the energy sector of $211 million.

The positive performance of our Investment segment’s long positions was driven primarily by net gains in the utilities sector of $266 million, offset in part by net losses in the energy sector of $227 million.

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

The petroleum business accounted for approximately 89% and 91% of our Energy segment’s net sales for the nine months ended September 30, 2025 and 2024, respectively.

Three Months Ended March 31, 2026 and 2025

For the three months ended March 31, 2026, the Investment Funds’ performance was primarily driven by net losses in short positions, offset in part by net gains in long positions.

The performance of our Investment segment’s short positions was primarily driven by net losses in the energy sector of $425 million related to losses on refining hedges, which represent certain equity and commodity derivative positions intended to serve as economic hedges against the value of CVR Energy.

The performance of our Investment segment’s long positions was primarily driven by net gains from the utilities sector of $118 million.

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

The performance of our Investment segment’s long positions was primarily driven by net losses from the healthcare, consumer, cyclical and industrials sectors of $529 million, offset in part by net gains from the utilities sector of $119 million.

The performance of our Investment segment’s short positions was primarily driven by gains from broad market hedges of $85 million, offset in part by net losses in the utilities and energy sectors of $78 million.

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

The petroleum business accounted for approximately 91% and 90% of our Energy segment’s net sales for the three months ended March 31, 2026 and 2025, respectively.

The results of operations of the petroleum business are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into petroleum products, such as gasoline, diesel fuel and jet fuel that are produced by a refinery (“Refined Products”).

The cost to acquire crude oil and other feedstocks and the price for which Refined Products are ultimately sold depend on factors beyond our Energy segment’s control, including the supply of and demand for crude oil, as well as gasoline, distillate, and other refined products, which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibility of imports and exports, the marketing of competitive fuels and the extent of government regulations.

The cost to acquire crude oil and other feedstocks and the price for which Refined Products are ultimately sold depend on factors beyond our

Energy segment’s control, including the supply of and demand for crude oil, as well as gasoline, distillate, and other refined products, which, in turn, depend on, among other factors, changes in domestic and foreign economies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibility of imports and exports, the marketing of competitive fuels and the extent of government regulations.

Because the petroleum business applies first-in, first-out accounting to value its inventory, crude oil price movements may impact gross margin as a result of changes in the value of its unhedged inventory.

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

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

economic trade policy that may impact the demand for and inventory of refined products.

These factors include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles.

The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels, purchase renewable identification numbers (“RINs”), to the extent available, in lieu of blending, or face liability.

In addition to geopolitical conditions, including continued conflicts and tensions in the Middle East, the impact of the Russia/Ukraine conflict and recent developments in Venezuela, including continued political and economic uncertainty and sanctions-related constraints, long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S.

economic trade policy may also impact the demand for and inventory of refined products.

The recent escalation of conflicts in the Middle East, including the U.S.-Israel and Iran war, has contributed to increased volatility in global energy, oil and fertilizer markets by disrupting supply chains, key trade routes, and commodity pricing, which may impact the Energy segment’s results of operations.

Additional factors that may impact the demand for and inventory of refined products include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles.

The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels or, to the extent available, purchase renewable identification numbers (“RINs”) in lieu of blending, or face liability.

The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate.

Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supporting credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled.

Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supportive credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled.

The costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including the petroleum business’ obligated-party subsidiaries, biofuels groups and others.

Refer to Note 16, “Commitments and Contingencies,” to the consolidated financial statements for further discussion of RINs.

Refer to Note 17, “Commitments and Contingencies,” to the condensed consolidated financial statements for further discussion of RINs.

Ongoing and recently proposed changes to the U.S.

3 unchanged sentences

Such conflicts pose significant geopolitical risks to global markets, raise concerns of major implications, such as enforcement of sanctions, can contribute to further oil price and inventory volatility, and can disrupt the production and trade of fertilizer, grains, and feedstock supply through several means, including trade restrictions and supply chain disruptions.

outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways.

The ultimate outcome of these conflicts and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways.

The following table presents our Energy segment’s net sales, cost of goods sold and gross profit:

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Three Months Ended March 31,

Cost of goods sold

Three Months Ended September 30, 2025 and 2024

Net sales for our Energy segment increased by $111 million (6%) for the three months ended September 30, 2025 as compared to the comparable prior year period due to an increase in our petroleum business’ net sales of $91 million and an increase in our nitrogen fertilizer business’ net sales by $40 million over the comparable period, offset in part by a decrease in our renewable business’ net sales of $20 million.

The increase in the petroleum business’ net sales was driven by higher sales volumes as a result of increased throughput volumes combined with higher distillate prices in the current year period, offset in part by lower gasoline prices in the current year period.

Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) and ammonia sales prices, offset in part by decreased UAN and ammonia sales volumes.

Our renewables business’ net sales decreased due to the expiration of the blenders tax credit, offset in part by increased biodiesel RIN prices.

Cost of goods sold for our Energy segment decreased by $519 million (27%) for the three months ended September 30, 2025 as compared to the comparable prior year period.

The decrease was primarily from our petroleum business, mainly due to favorable RFS impacts of $473 million, which includes favorable adjustments of $488 million related to the SRE decision, offset in part by unfavorable RINs revaluation of $15 million.

Gross profit for our Energy segment increased by $630 million for the three months ended September 30, 2025 as compared to the comparable prior year period.

Gross margin was 28% and (4)% for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 and 2024

Net sales for our Energy segment decreased by $311 million (5%) for the nine months ended September 30, 2025 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales of $386 million and a decrease in our renewable business’ net sales of $14 million, offset in part by an increase in our nitrogen fertilizer business’ net sales by $89 million over the comparable period.

The decrease in the petroleum business’ net sales was driven by lower throughput volumes as a result of planned maintenance at the Coffeyville Refinery combined with lower gasoline and distillate prices.

Our renewables business’ net sales decreased due to the expiration of the blenders tax credit, offset in part by increased biodiesel RIN prices.

Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) sales volumes and prices combined with favorable ammonia sales prices, offset in part by decreased ammonia sales volumes.

Cost of goods sold for our Energy segment decreased by $567 million (10%) for the nine months ended September 30, 2025 as compared to the comparable prior year period.

The decrease was primarily from our petroleum business, mainly due to favorable RFS impacts in the current period and lower production in the prior year as a result of planned maintenance at the Coffeyville Refinery.

Gross profit for our Energy segment increased by $256 million for the nine months ended September 30, 2025 as compared to the comparable prior year period.

Gross margin was 7% and 2% for the nine months ended September 30, 2025 and 2024, respectively.

The increase in gross margin was primarily attributable to the petroleum business, as a result of favorable RFS impacts and higher refining margins driven by improved gasolines and distillate crack spreads, primarily due to lower inventory levels and improving demand trends in the current year period, offset in part by lower sales volumes in the current year period.

Three Months Ended March 31, 2026 and 2025

Net sales for our Energy segment increased by $334 million (20%) for the three months ended March 31, 2026 as compared to the comparable prior year period due to an increase in our petroleum business’ net sales of $325 million and an increase in our nitrogen fertilizer business’ net sales of $37 million over the comparable period.

The increase in the petroleum business’ net sales was driven by higher throughput volumes in the current period as a result of the planned major maintenance turnaround at CVR Energy’s Coffeyville refinery (the “2025 Coffeyville Refinery Turnaround”) in the prior period combined with higher distillate prices, offset in part by lower revenue from sales of crude oil in 2026 due to inventory management activities during the 2025 Coffeyville Refinery Turnaround and lower gasoline prices.

Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) and ammonia sales prices and favorable ammonia sales volumes, offset in part by decreased UAN sales volumes.

Cost of goods sold for our Energy segment increased by $347 million (20%) for the three months ended March 31, 2026 as compared to the comparable prior year period.

The increase was primarily from our petroleum business, mainly due to higher throughput volumes as a result of the 2025 Coffeyville Refinery Turnaround in the prior period and unfavorable derivatives impact of $195 million, resulting primarily from losses on open crack swap positions in the current period, offset in part by favorable inventory valuation impacts of $120 million, primarily related to an increase in crude oil prices in the current period compared to a decrease in price in the previous period.

Gross loss for our Energy segment increased by $13 million for the three months ended March 31, 2026 as compared to the comparable prior year period.

Gross margin was (6)% for each of the three months ended March 31, 2026 and 2025.

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

2 unchanged sentences

Auto Plus, which operated the majority of our Aftermarket Parts business, began operating in locations owned and leased by the Automotive Services business from 2021 until 2023.

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

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

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

During this multi-year transformation plan, the Automotive segment has continued investing capital to repurpose these locations for future multi-tenant use.

In October 2025, we executed on the next phase of the transformation plan in which the Automotive segment transferred the majority of its owned real estate to the Real Estate segment.

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

In October and November 2025, we executed on the next phase of the transformation plan in which the Automotive segment transferred the majority of its owned real estate to the Real Estate segment.

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

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

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

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

As a result of this termination, the segment received a lump sum termination fee and has additional excess real estate available to lease, which has resulted in reduced cash flows during the anticipated lease-up period.

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

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

Our Automotive segment’s priorities include:

1 unchanged sentence

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

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

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

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

7 unchanged sentences

Therefore, we discuss the combined results of our Automotive net sales and Automotive Services labor revenues below.

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

Three Months Ended March 31,

Net sales and other revenues from operations

Cost of goods sold and other expenses from operations

Three Months Ended September 30, 2025 and 2024

Net sales and other revenues from operations for our Automotive segment for the three months ended September 30, 2025 increased by $7 million (2%) as compared to the comparable prior year period.

The increase was attributable to an increase in Automotive Services revenues of $11 million (3%), offset in part by a decrease in Aftermarket Parts revenues of $4 million, due to the exit of the Aftermarket Parts business.

The increase in Automotive Services revenue was primarily attributable to an increase in customer average price and car count.

Cost of goods sold and other expenses from operations for the three months ended September 30, 2025 decreased by $8 million (3%) as compared to the comparable prior year period.

The decrease was primarily attributable to a one-time inventory reserve in the comparable prior period offset in part by an increase in sales.

Gross profit for the three months ended September 30, 2025 increased by $15 million (19%) from the comparable prior year period.

Gross margin was 26% and 22% for the three months ended September 30, 2025 and 2024, respectively.

The increase in gross margin was primarily attributable to a one-time inventory reserve in the comparable prior period.

Nine Months Ended September 30, 2025 and 2024

Net sales and other revenues from operations for our Automotive segment for the nine months ended September 30, 2025 decreased by $40 million (4%) as compared to the comparable prior year period.

The decrease was attributable to a decrease in Automotive Services revenues of $20 million (2%) and a decrease in Aftermarket Parts revenues of $20 million (91%), due to the exit of the Aftermarket Parts business.

The decrease in Automotive Services revenue was primarily attributable to the strategic closure of select underperforming locations.

Cost of goods sold and other expenses from operations for the nine months ended September 30, 2025 decreased by $15 million (2%) as compared to the comparable prior year period.

The decrease was primarily attributable to lower revenues in Automotive Services and a one-time inventory reserve in the comparable prior period.

Gross profit for the nine months ended September 30, 2025 decreased by $25 million (8%) from the comparable prior year period.

Gross margin was 26% and 27% for the nine months ended September 30, 2025 and 2024, respectively.

The decline in gross margin was primarily due to strategic investments in shop labor.

Three Months Ended March 31, 2026 and 2025

Net sales and other revenues from operations for our Automotive segment for the three months ended March 31, 2026 decreased by $11 million (3%) as compared to the comparable prior year period.

The decrease was primarily due to the strategic closure of underperforming locations of $16 million in the current period, offset in part by price increases of $5 million.

Cost of goods sold and other expenses from operations for the three months ended March 31, 2026 decreased by $27 million (11%) as compared to the comparable prior year period.

The decrease was mostly attributable to reduced costs from closed stores of $15 million.

Gross profit for the three months ended March 31, 2026 increased by $16 million (20%) from the comparable prior year period.

Gross margin was 29% and 24% for the three months ended March 31, 2026 and 2025, respectively.

Food Packaging

6 unchanged sentences

However, we do not expect the segment to realize the efficiency and performance gains from the restructuring until later in 2026, if at all.

During the nine months ended September 30, 2025, the segment has recognized $7 million of restructuring expenses, which include employee severance costs and facility consolidation expenses, as well as $12 million of asset impairment charges.

We have provided an additional $5 million through a private placement offering to our Food Packaging segment, bringing the aggregate to $20 million during the nine months ended September 30, 2025.

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

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

Three Months Ended September 30, 2025 and 2024

Net sales for the three months ended September 30, 2025 decreased $10 million (10%) as compared to the comparable prior year period.

The decrease was primarily due to lower volumes of $11 million, offset in part by an increase in price and product mix of $1 million.

Cost of goods sold for the three months ended September 30, 2025 was flat as compared to the comparable prior year period.

Gross margin as a percentage of net sales was 5% and 15% for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 and 2024

Net sales for the nine months ended September 30, 2025 decreased $25 million (8%) as compared to the comparable prior year period.

The decrease was primarily due to lower volumes of $18 million and a decrease in price of $8 million, offset in part by favorable effects of foreign exchange of $1 million.

Cost of goods sold for the nine months ended September 30, 2025 decreased $1 million (1%) as compared to the comparable prior year period, primarily due to effects of lower manufacturing performance.

Gross margin as a percentage of net sales was 11% and 18% for the nine months ended September 30, 2025 and 2024, respectively.

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

Three Months Ended March 31, 2026 and 2025

Net sales for the three months ended March 31, 2026 decreased $7 million (7%) as compared to the comparable prior year period.

The decrease was primarily due to lower volumes of $13 million, offset in part by favorable effects of foreign exchange of $4 million and an increase in price and product mix of $1 million.

Cost of goods sold for the three months ended March 31, 2026 decreased $2 million as compared to the comparable prior year period primarily due to lower volume.

Gross margin as a percentage of net sales was 10% and 15% for the three months ended March 31, 2026 and 2025, respectively.

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

Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations.

Results from operations at investment properties and our country clubs are included in other revenues from operations in our consolidated statements of operations.

Revenue from our real estate operations for the three and nine months ended September 30, 2025 and 2024 was primarily derived from the sale of single-family homes and country club operations.

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

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

The country club generated approximately $33 million of revenue in the full year of 2024.

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

These properties generated approximately $3 million in annual lease revenue.

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

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

Results from operations at investment properties and our country club are included in other revenues from operations in our consolidated statements of operations.

Net sales and other revenues from operations for the three months ended March 31, 2026 was primarily derived from the sale of single-family homes, resort and country club operations.

Net sales and other revenues from operations for the three months ended March 31, 2025 was primarily derived from resort and country club operations.

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

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

The Real Estate segment will lease properties to the Automotive segment, which will not impact consolidated cash flows but will result in increased cash inflows to the Real Estate segment.

Three Months Ended September 30, 2025 and 2024

Net sales for the three months ended September 30, 2025 decreased $6 million (100%) as compared to the comparable prior year period due to the decrease in single-family home sales.

Cost of goods sold for the three months ended September 30, 2025 decreased $5 million (100%) as compared to the prior year period.

Gross margin as a percentage of net sales was 0% and 17% for the three months ended September 30, 2025 and 2024, respectively.

Other revenues from operations for the three months ended September 30, 2025 decreased $13 million (57%) as compared to the comparable prior year period due to the sale of a country club in the second quarter of 2025.

Other expenses from operations for the three months ended September 30, 2025 decreased by $7 million (39%) as compared to the comparable prior year period.

Nine Months Ended September 30, 2025 and 2024

Net sales for the nine months ended September 30, 2025 decreased $16 million (94%) as compared to the comparable prior year period due to the decrease in single-family home sales.

Cost of goods sold for the nine months ended September 30, 2025 decreased $12 million (92%) as compared to the prior year period.

Gross margin as a percentage of net sales was 0% and 24% for the nine months ended September 30, 2025 and 2024.

Other revenues from operations for the nine months ended September 30, 2025 decreased $15 million (25%) as compared to the comparable prior year period due to the sale of a country club in the second quarter of 2025.

Other expenses from operations for the nine months ended September 30, 2025 decreased $6 million (12%) as compared to the comparable prior year period.

The Real Estate segment will lease properties to the Automotive segment, which will not impact consolidated cash flows or other revenues from operations but will result in increased cash inflows to the Real Estate segment.

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

Three Months Ended March 31, 2026 and 2025

Net sales for the three months ended March 31, 2026 increased $3 million (100%) as compared to the comparable prior year period due to an increase in single-family home sales.

Cost of goods sold for the three months ended March 31, 2026 increased $3 million (100%) as compared to the prior year period due to an increase in single-family home sales.

Gross margin as a percentage of net sales was 0% for both the three months ended March 31, 2026 and 2025.

Other revenues from operations for the three months ended March 31, 2026 increased $1 million (6%) as compared to the comparable prior year period due to higher rental revenues.

Other expenses from operations for the three months ended March 31, 2026 increased by $3 million (19%) as compared to the comparable prior year period.

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

Three Months Ended September 30, 2025 and 2024

Net sales for the three months ended September 30, 2025 decreased by $5 million (11%) as compared to the comparable prior year period mostly due to lower demand from our US retail and hospitality business.

Cost of goods sold for the three months ended September 30, 2025 decreased $3 million (8%) mostly due to lower volumes as compared to the comparable prior year period.

Gross margin as a percentage of net sales was 17% and 19% for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 and 2024

Net sales for the nine months ended September 30, 2025 decreased by $2 million (2%) as compared to the comparable prior year period mostly due to lower demand from our US hospitality business.

Cost of goods sold for the nine months ended September 30, 2025 increased by $1 million (1%) compared to the comparable prior year period mostly due to customer mix.

Gross margin as a percentage of net sales was 21% and 23% for the nine months ended September 30, 2025 and 2024, respectively.

Three Months Ended March 31, 2026 and 2025

Net sales for the three months ended March 31, 2026 decreased by $2 million (5%) as compared to the comparable prior year period mostly due to lower demand from our retail business.

Cost of goods sold for the three months ended March 31, 2026 increased $1 million (3%).

Cost of goods sold was negatively impacted from the Iran war which resulted in lower production and higher unabsorbed costs.

Gross margin as a percentage of net sales was 18% and 24% for the three months ended March 31, 2026 and 2025, respectively.

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

4 unchanged sentences

Additionally, launches in twelve other European countries and six additional countries in the Middle East are planned.

Our Pharma segment anticipates these new launches will eventually offset the lost revenue in the US.

Three Months Ended September 30, 2025 and 2024

Net sales for the three months ended September 30, 2025 decreased $7 million (26%) as compared to the comparable prior year period primarily due to increased generic competition in the anti-obesity market resulting in decreased sales.

Cost of goods sold for the three months ended September 30, 2025 was flat as compared to the comparable prior year period primarily due to product mix.

Gross margin as a percentage of net sales was 30% and 52% for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 and 2024

Net sales for the nine months ended September 30, 2025 was flat as compared to the comparable prior year period.

Cost of goods sold for the nine months ended September 30, 2025 increased $2 million (5%) as compared to the comparable prior year period primarily due to product mix.

Gross margin as a percentage of net sales was 43% and 46% for the three months ended September 30, 2025 and 2024, respectively.

We anticipate these new launches will eventually offset the lost revenue in the US.

Three Months Ended March 31, 2026 and 2025

Net sales for the three months ended March 31, 2026 decreased $8 million (35%) as compared to the comparable prior year period primarily due to increased generic competition in the anti-obesity market resulting in decreased sales.

Cost of goods sold for the three months ended March 31, 2026 decreased $4 million as compared to the comparable prior year period primarily due to decreased sales.

Gross margin as a percentage of net sales was 40% and 43% for the three months ended March 31, 2026 and 2025, respectively.

Holding Company

Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for each of the three and nine months ended September 30, 2025 and 2024.

Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for each of the three months ended March 31, 2026 and 2025.

Other Consolidated Results of Operations

Selling, General and Administrative

Three Months Ended September 30, 2025 and 2024

Our consolidated selling, general and administrative costs during the three months ended September 30, 2025 increased by $16 million (8%) as compared to the comparable prior year period.

The increase was primarily due to higher costs in the Automotive segment of $10 million mostly related to increased marketing and payroll expenses.

Nine Months Ended September 30, 2025 and 2024

Our consolidated selling, general and administrative costs during the nine months ended September 30, 2025 increased by $48 million (8%) as compared to the comparable prior year period.

The increase was primarily due to higher costs in the Automotive segment of $27 million mostly related to increased marketing and payroll expenses and the Energy segment of $12 million.

Three Months Ended March 31, 2026 and 2025

Our consolidated selling, general and administrative costs during the three months ended March 31, 2026 increased by $8 million (4%) as compared to the comparable prior year period.

The increase was primarily due to higher costs in the Automotive segment of $4 million mostly related to increased payroll expenses.

Interest Expense

Three Months Ended September 30, 2025 and 2024

Our consolidated interest expense during the three months ended September 30, 2025 decreased by $8 million (6%) as compared to the comparable prior year period.

Three Months Ended March 31, 2026 and 2025

Our consolidated interest expense during the three months ended March 31, 2026 decreased by $5 million (4%) as compared to the comparable prior year period.

The decrease was primarily due to lower interest expense in our Investment segment of $5 million attributable to changes in short exposure composition, offset in part by higher interest expense in our Holding Company segment of $3 million.

Nine Months Ended September 30, 2025 and 2024

Our consolidated interest expense during the nine months ended September 30, 2025 decreased by $15 million (4%) as compared to the comparable prior year period.

The decrease was primarily due to lower interest expense in our Investment segment of $49 million attributable to changes in short exposure composition, offset in part by higher interest expense in our Holding Company segment of $19 million and our Energy segment of $15 million.

Income Tax Expense

10 unchanged sentences

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

In October 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and continued not to pay dividends in the first, second and third quarters of 2025, which reduced our cash flow for the relevant periods.

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

As of September 30, 2025, our Holding Company had cash and cash equivalents of approximately $1.0 billion and total debt of approximately $4.7 billion.

As of September 30, 2025, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.4 billion.

As of March 31, 2026, our Holding Company had cash and cash equivalents of approximately $624 million and total debt of approximately $4.4 billion.

As of March 31, 2026, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.2 billion.

We may redeem our direct investment in the Investment Funds upon notice.

2 unchanged sentences

Holding Company Borrowings and Availability

Holding Company aggregate outstanding face amount of senior notes consist of the following:

September 30,

Holding Company aggregate outstanding face amount of senior notes consists of the following:

(in millions)

8 unchanged sentences

Notes held in treasury (1)

(1) At September 30, 2025 total debt is net of notes held in treasury of $10 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027, $92 million aggregate principal amount of our 4.375% senior notes due 2029, and $50 million aggregate principal amount of our 9.000% senior notes due 2030.

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

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

2 unchanged sentences

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

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

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

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

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

5 unchanged sentences

Upon the closing of our secured debt offering in November of 2024, all of our notes are now secured and, as a result, will be excluded from the calculation of the ratio test under these covenants.

As a result, we no longer have a material amount of unsecured indebtedness, and we and our subsidiaries have substantially more capacity under these covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict the ability of the Issuers and the Guarantors, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness).

As a result, we no longer have a material amount of unsecured indebtedness, and we and our subsidiaries have substantially more capacity under these covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict the ability of the Issuers and the Guarantor, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness).

The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates.

1 unchanged sentence

The 9.750% senior notes due 2029 are subject to optional redemption premiums in the event we redeem these notes prior to three months before maturity.

As of September 30, 2025 and December 31, 2024, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.

Additionally, as of June 30, 2025, based on covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness;

As of March 31, 2026 and December 31, 2025, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.

Additionally, as of March 31, 2026, based on covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness;

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

We have provided additional equity financing to Viskase of an aggregate of $20 million during the nine months ended September 30, 2025 while its restructuring plan continues, and if we do not provide additional financing Viskase may not be able to meet its debt and other obligations unless the gains from its ongoing restructuring plan are realized sooner than anticipated.

Debt Repurchase

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.

At-The-Market Offerings

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

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

During the nine months ended September 30, 2025, we sold 5,156,758 depositary units pursuant to the Open Market Sale Agreement entered into November 21, 2022.

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 sales proceeds pursuant to its Open Market Sales Agreement entered into August 26, 2024.

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

Depending on market conditions, we may continue to sell depositary units under the Open Market Sale Agreements, and, if appropriate, enter into a new Open Market Sale Agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing Open Market Sale Agreements.

Our ability to access remaining capital under our “at-the-market” program may be limited by market conditions at the time of any future potential sale.

While we were able to sell depositary units during the nine months ended September 30, 2025, there can be no assurance that any future capital will be available on acceptable terms or at all under this program.

LP Unit Distributions

During the nine months ended September 30, 2025, Icahn Enterprises declared three quarterly distributions, each 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.

In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $228 million, of which $150 million was distributed to Mr.

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 LP 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.

Icahn and his affiliates.

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.

In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $51 million, of which $25 million was distributed to Mr.

Icahn and his affiliates in April 2026.

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.

At-The-Market Offerings

From time to time Icahn Enterprises enters into open market sale agreements providing for the sale of depositary units under its ongoing “at-the-market” offering program.

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

4 unchanged sentences

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.

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

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.

2 unchanged sentences

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

Our cash held at consolidated affiliated partnerships balance was $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.

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

As of September 30, 2025, the Investment Funds had a net short notional exposure of 26%.

The Investment Funds’ long exposure was 109% (109% long equity) and its short exposure was 134% (121% short equity, 1% short credit and 12% short commodity).

The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at September 30, 2025.

As of March 31, 2026, the Investment Funds had a net short notional exposure of 29%.

The Investment Funds’ long exposure was 100% (100% long equity) and its short exposure was 129% (114% short equity and 15% short commodity).

The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at March 31, 2026.

Of the Investment Funds’ 100% long exposure, 53% was comprised of the fair value of its long positions and 47% was comprised mostly of single name equity forward and swap contracts.

Of the Investment Funds’ 134% short exposure, 44% was comprised of the fair value of its short positions and 90% was comprised mostly of short broad market index swap derivative contracts, short credit default swap contracts and short commodity contracts.

Of the Investment Funds’ 129% short exposure, 26% was comprised of the fair value of its short positions and 103% was comprised mostly of short broad market index swap derivative contracts and short commodity contracts.

With respect to both our long positions that are not notionalized (53% long exposure) and our short positions that are not notionalized (26% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value).

5 unchanged sentences

Investment Funds Redemption

During the nine months ended September 30, 2025, Mr.

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

As of September 30, 2025 and December 31, 2024, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.4 billion and $2.7 billion, respectively, representing approximately 75% and 64% of the Investment Funds’ assets under management as of each respective date.

During the three months ended March 31, 2026, Mr.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $175 million from his personal interest in the Investment Funds and the Holding Company redeemed $240 million.

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

As of March 31, 2026 and December 31, 2025, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.2 billion and $2.7 billion, respectively, representing approximately 77% and 75% of the Investment Funds’ assets under management as of each respective date.

Other Segment Liquidity

1 unchanged sentence

Segment cash and cash equivalents (excluding our Investment segment) consists of the following:

September 30,

(in millions)

2 unchanged sentences

Segment debt consists of the following:

September 30,

(in millions)

Food Packaging

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.

In February 2026, CVR Energy completed the issuance of $1 billion aggregate principal amount of senior notes, consisting of $600 million of 7.50% senior notes due February 2031 and $400 million of 7.875% senior notes due February 2034.

The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 at a redemption price equal to 104.250% of the principal amount in February 2026, resulting in a $28 million loss on extinguishment of debt in the 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 Term Loan, 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, including 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.

Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for information concerning terms, restrictions and covenants pertaining to our subsidiaries’ debt.

As of September 30, 2025, all of our subsidiaries were in compliance with all debt covenants.

As of March 31, 2026, all of our subsidiaries were in compliance with all debt covenants.

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

September 30,

(in millions)

8 unchanged sentences

The following table summarizes cash flow information for Icahn Enterprises’ reporting segments and our Holding Company:

Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Net Cash Provided By (Used In)

6 unchanged sentences

Eliminations in the table above relate to certain of our Holding Company’s transactions with our Investment and other operating segments.

Our Holding Company’s net (investments in) distributions from the Investments Funds, when

applicable, are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our Investment segment.

Our Holding Company’s net (investments in) distributions from the Investments Funds, when applicable, are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our Investment segment.

Similarly, our Holding Company’s net distributions from (investments in) our other operating segments are included in cash flows from investing activities for our Holding Company and cash flows from financing activities for our other operating segments.

Holding Company

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities:

1 unchanged sentence

Interest and dividend income

Net cash receipts for income taxes, net of payments

Operating costs and other

4 unchanged sentences

Financing Activities:

Partnership contributions

Partnership distributions

Proceeds from Holding Company senior unsecured notes

Repurchase of senior notes held in treasury

Repayments and repurchases of Holding Company senior unsecured notes

3 unchanged sentences

Operating transactions with subsidiaries includes the reimbursement of operating expenses to our Investment segment based on an expense-sharing agreement.

Distributions paid from the Investment Funds include a pro-rata distribution paid, which includes payment to the Holding Company, and are eliminated in consolidation.

Distributions paid from the Investment Funds include a distribution paid, which includes payment to the Holding Company, and are eliminated in consolidation.

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

During the nine months ended September 30, 2025, this includes cash distributions received from our Real Estate segment of $111 million, cash distributions from our Automotive segment of $28 million, repayments of intercompany loans from our Pharma segment of $25 million and a $2 million cash dividend received from CVR Partners.

During the nine months ended September 30, 2024, this includes cash dividends received from our Energy segment of $100 million, cash distributions from our Real Estate segment of $24 million, cash distributions from our Automotive segment of $7 million, repayments of intercompany loans from our Pharma segment of $15 million and other distributions of $17 million.

During the three months ended March 31, 2026, this includes cash from our Real Estate segment of $4 million, cash from our Home Fashion segment of $1 million and cash from our Pharma segment of $1 million.

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

During the nine months ended September 30, 2025, changes in cash to operating segments

was mainly attributable to cash paid to our Real Estate segment of $29 million, Automotive segment of $25 million and Home Fashion segment of $5 million.

During the nine months ended September 30, 2024, this includes cash paid to our Automotive segment of $38 million, Real Estate segment of $22 million and Home Fashion segment of $16 million.

Partnership contributions represent sales in connection with our At-The-Market offerings pursuant to our Open Market Sale Agreements, as discussed above.

Payments to acquire additional interests in subsidiaries represent payments to acquire additional interests in CVR Energy and CVR Partners of $65 million and $7 million, respectively, and the private placements of Viskase of $20 million.

During the three months ended March 31, 2026, changes in cash to operating segments was mainly attributable to cash paid to our Automotive segment of $126 million and our Real Estate segment of $12 million.

Payments to acquire additional interests in subsidiaries represent payments to acquire additional interests in CVR Energy of $16 million and the private placements of Viskase of $15 million.

Subsidiary Dividends

For the first quarter of 2026, our Energy segment declared a cash dividend of $0.10 per share, which is payable May 18, 2026 to shareholders of record as of May 11, 2026.

Our portion of the dividend is estimated to be approximately $7 million in cash.

Investment Segment

1 unchanged sentence

Other Operating Segments

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities:

4 unchanged sentences

Turnaround expenditures

Acquisition of businesses, net of cash acquired

Proceeds from sale of assets

4 unchanged sentences

Dividends and distributions to non-controlling interests

Proceeds from reverse recapitalization

Cash from Holding Company

4 unchanged sentences

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

The change in cash flows from operating activities for the nine months ended September 30, 2025 as compared to the comparable prior year was primarily due to a decrease in the operating results of our Energy segment.

Capital expenditures and turnaround expenditures are primarily from our Energy and Automotive segments and are primarily for maintenance and growth, including the planned maintenance of one of the Energy segment’s refineries in both periods.

Repayments of other borrowings are related to our Energy segment’s redemption of $600 million principal amount of its 5.25% senior notes due February 2025 during the nine months ended September 30, 2024.

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

The change in cash flows from operating activities for the three months ended March 31, 2026 as compared to the comparable prior year was primarily due to an increase in the operating results of our Energy segment.

Proceeds from other borrowings are related to our Energy segment’s issuance of $1 billion aggregate principal amount of notes, consisting of $600 million of 7.50% senior notes due February 2031 and $400 million of 7.875% senior notes due February 2034.

Repayments of other borrowings are primarily related to our Energy segment’s principal payments of $817 million on its senior notes due 2029 and senior notes due 2028 and principal payments of $157 million on the Term Loan during 2026.

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

During the nine months ended September 30, 2025, changes in cash to operating segments was mainly attributable to cash paid to our Real Estate segment of $29 million, Automotive segment of $25 million and Home Fashion segment of $5 million.

During the nine months ended September 30, 2024, this includes cash paid to our Automotive segment of $38 million, Real Estate segment of $22 million and our Home Fashion segment of $16 million.

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

During the nine months ended September 30, 2025, this includes cash distributions paid from our Real Estate segment of $111 million, cash distributions from our Automotive segment of $28 million and repayments of intercompany loans from our Pharma segment of $25 million and a $2 million cash dividend received from CVR Partners.

During the nine months ended September 30, 2024, this includes cash dividends received from our Energy segment of $100 million, cash distributions from our Real Estate segment totaling $24 million, cash distributions from our Automotive segment of $7 million, and repayments of intercompany loans from our Pharma segment of $15 million.

Payments to acquire additional interests in consolidated subsidiaries are related to the Food Packaging private placements of $20 million.

During the three months ended March 31, 2026, this includes cash distributions paid from our Real Estate segment of $4 million, cash paid from our Home Fashion segment of $1 million and cash paid from our Pharma segment of $1 million.

Proceeds from the acquisition of additional interests in consolidated subsidiaries are related to the Food Packaging private placements of $15 million.

Consolidated Capital Expenditures

5 unchanged sentences

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 2. Management’s Discussion and Analysis