ICAHN ENTERPRISES L.P. 10-Q

Item 1. Financial Statements ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in millions, except unit amounts) ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,299 ​ $ 1,450 Cash held at consolidated affiliated partnerships and restricted cash ​ 1,995 ​ 1,969 Investments ​ 1,638 ​ 2,251 Due from brokers ​ 945 ​ 1,656 Accounts receivable, net ​ 481 ​ 393 Related party notes receivable, net ​ ​ 132 ​ ​ 129 Inventories, net ​ 927 ​ 845 Property, plant and equipment, net ​ 3,634 ​ 3,670 Deferred tax asset ​ ​ 184 ​ ​ 165 Derivative assets, net ​ ​ 17 ​ ​ 7 Goodwill ​ 290 ​ 290 Intangible assets, net ​ 340 ​ 349 Assets held for sale ​ ​ 27 ​ ​ — Other assets ​ 1,024 ​ 1,041 Total Assets ​ $ 12,933 ​ $ 14,215 LIABILITIES AND EQUITY ​ ​ ​ ​ Accounts payable ​ $ 757 ​ $ 690 Accrued expenses and other liabilities ​ 1,678 ​ 1,192 Deferred tax liabilities ​ 276 ​ 314 Derivative liabilities, net ​ 735 ​ 595 Securities sold, not yet purchased, at fair value ​ 748 ​ 1,382 Debt ​ 6,392 ​ 6,616 Total liabilities ​ 10,586 ​ 10,789 ​ ​ ​ ​ ​ ​ ​ Commitments and Contingencies (Note 17) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ Limited partners: Depositary units: 637,209,452 units issued and outstanding at March 31, 2026 and December 31, 2025 ​ 1,948 ​ 2,728 General partner ​ ( 801 ) ​ ( 786 ) Equity attributable to Icahn Enterprises ​ 1,147 ​ 1,942 Equity attributable to non-controlling interests ​ 1,200 ​ 1,484 Total equity ​ 2,347 ​ 3,426 Total Liabilities and Equity ​ $ 12,933 ​ $ 14,215 ​ ​ See notes to condensed consolidated financial statements. ​ 2 Table of Contents ​ ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ (in millions, except per unit amounts) Revenues: ​ ​ ​ ​ ​ ​ Net sales $ 2,311 ​ $ 2,002 ​ Other revenues from operations 161 ​ 168 ​ Net loss from investment activities ( 302 ) ​ ( 394 ) ​ Interest and dividend income 47 ​ 83 ​ Loss on disposition of assets, net ( 2 ) ​ ( 3 ) ​ Other (loss) income, net ( 9 ) ​ 11 ​ ​ 2,206 ​ 1,867 ​ Expenses: ​ ​ ​ ​ ​ ​ Cost of goods sold 2,340 ​ 2,016 ​ Other expenses from operations 141 ​ 151 ​ Selling, general and administrative 209 ​ 201 ​ Dividend expense ​ 5 ​ ​ 8 ​ Impairment ​ — ​ ​ 10 ​ Restructuring, net — ​ 7 ​ Interest expense 123 ​ 128 ​ ​ 2,818 ​ 2,521 ​ Loss before income tax expense ( 612 ) ​ ( 654 ) ​ Income tax benefit 49 ​ 74 ​ Net loss ( 563 ) ​ ( 580 ) ​ Less: net loss attributable to non-controlling interests ( 104 ) ​ ( 158 ) ​ Net loss attributable to Icahn Enterprises $ ( 459 ) ​ $ ( 422 ) ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Icahn Enterprises allocated to: ​ ​ ​ ​ ​ ​ Limited partners $ ( 450 ) ​ $ ( 414 ) ​ General partner ( 9 ) ​ ( 8 ) ​ ​ $ ( 459 ) ​ $ ( 422 ) ​ ​ ​ ​ ​ ​ ​ ​ Basic and Diluted loss per LP unit $ ( 0.71 ) ​ $ ( 0.79 ) ​ Basic and Diluted weighted average LP units outstanding 637 ​ 523 ​ Distributions declared per LP unit $ 0.50 ​ $ 0.50 ​ ​ See notes to condensed consolidated financial statements. ​ 3 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ (in millions) Net loss ​ $ ( 563 ) ​ $ ( 580 ) ​ Other comprehensive (loss) gain, net of tax: ​ ​ ​ ​ ​ Translation adjustments ​ ( 3 ) ​ 3 ​ Other comprehensive (loss) income, net of tax ​ ( 3 ) ​ 3 ​ Comprehensive income (loss) ​ ( 566 ) ​ ( 577 ) ​ Less: Comprehensive income (loss) attributable to non-controlling interests ​ ( 104 ) ​ ( 158 ) ​ Comprehensive income (loss) attributable to Icahn Enterprises ​ $ ( 462 ) ​ $ ( 419 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss) attributable to Icahn Enterprises allocated to: ​ ​ ​ ​ ​ Limited partners ​ $ ( 453 ) ​ $ ( 411 ) ​ General partner ​ ( 9 ) ​ ( 8 ) ​ ​ ​ $ ( 462 ) ​ $ ( 419 ) ​ ​ See notes to condensed consolidated financial statements. ​ 4 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partners’ ​ Total Partners’ ​ controlling ​ ​ ​ ​ ​ ​ Deficit ​ ​ ​ Equity ​ ​ ​ Equity ​ ​ ​ Interests ​ ​ ​ Total Equity ​ ​ (in millions) Balance, December 31, 2025 ​ $ ( 786 ) ​ $ 2,728 ​ $ 1,942 ​ $ 1,484 ​ $ 3,426 Net loss ​ ​ ( 9 ) ​ ( 450 ) ​ ​ ( 459 ) ​ ​ ( 104 ) ​ ​ ( 563 ) Other comprehensive income ​ — ​ ( 3 ) ​ ( 3 ) ​ — ​ ( 3 ) Partnership distributions payable ​ ( 6 ) ​ ( 319 ) ​ ( 325 ) ​ — ​ ( 325 ) Investment segment distributions to non-controlling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 175 ) ​ ​ ( 175 ) Purchase of additional interests in consolidated subsidiaries ​ — ​ ( 10 ) ​ ( 10 ) ​ ( 6 ) ​ ( 16 ) Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 2 ) ​ ( 2 ) Changes in subsidiary equity and other ​ — ​ 2 ​ 2 ​ 3 ​ 5 Balance, March 31, 2026 $ ( 801 ) $ 1,948 $ 1,147 $ 1,200 $ 2,347 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Attributable to Icahn Enterprises ​ ​ ​ ​ ​ ​ ​ General ​ Limited ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Partner’s ​ Partners’ ​ Total Partners’ ​ controlling ​ ​ ​ ​ ​ ​ Deficit ​ ​ ​ Equity ​ ​ ​ Equity ​ ​ ​ Interests ​ ​ ​ Total Equity ​ ​ (in millions) Balance, December 31, 2024 ​ $ ( 775 ) ​ $ 3,241 ​ $ 2,466 ​ $ 2,155 ​ $ 4,621 Net (loss) income ​ ​ ( 8 ) ​ ( 414 ) ​ ​ ( 422 ) ​ ​ ( 158 ) ​ ​ ( 580 ) Other comprehensive income ​ — ​ 3 ​ 3 ​ — ​ 3 Partnership distributions payable ​ ( 6 ) ​ ( 261 ) ​ ( 267 ) ​ — ​ ( 267 ) Purchase of additional interests in consolidated subsidiaries ​ — ​ ( 18 ) ​ ( 18 ) ​ ( 17 ) ​ ( 35 ) Investment segment distributions to non-controlling interests ​ — ​ — ​ — ​ — ​ — Dividends and distributions to non-controlling interests in subsidiaries ​ — ​ — ​ — ​ ( 12 ) ​ ( 12 ) Changes in subsidiary equity and other ​ — ​ 12 ​ 12 ​ — ​ 12 Balance, March 31, 2025 $ ( 789 ) $ 2,563 $ 1,774 $ 1,968 $ 3,742 ​ ​ See notes to condensed consolidated financial statements. ​ 5 Table of Contents ICAHN ENTERPRISES L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in millions) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 563 ) ​ ​ ​ $ ( 580 ) Adjustments to reconcile net loss to net cash provided by operating activities: ​ ​ ​ ​ Net loss from securities transactions ​ 105 ​ 237 Purchases of securities ​ ( 25 ) ​ ( 942 ) Proceeds from sales of securities ​ 744 ​ 993 Payments to cover securities sold, not yet purchased ​ ( 941 ) ​ ( 626 ) Proceeds from securities sold, not yet purchased ​ 60 ​ 94 Changes in receivables and payables relating to securities transactions ​ 744 ​ 499 Changes in derivative assets and liabilities ​ 193 ​ 156 (Gain) loss on disposition of assets, net ​ 2 ​ 3 Depreciation and amortization ​ 123 ​ 118 Impairment ​ ​ — ​ ​ 10 Deferred taxes ​ ( 53 ) ​ ( 72 ) Other, net ​ 36 ​ 79 Changes in other operating assets and liabilities ​ ( 28 ) ​ ( 151 ) Net cash provided by (used in) operating activities ​ 397 ​ ( 182 ) Cash flows from investing activities: ​ ​ ​ ​ Capital expenditures ​ ( 114 ) ​ ( 88 ) Turnaround expenditures ​ ​ — ​ ​ ( 43 ) Proceeds from sale of equity method investment ​ ​ — ​ ​ 6 Return of equity method investment ​ — ​ 4 Other, net ​ 4 ​ 3 Net cash used in investing activities ​ ( 110 ) ​ ( 118 ) Cash flows from financing activities: ​ ​ ​ ​ Investment segment distributions to non-controlling interests ​ ​ ( 175 ) ​ ​ — Purchase of additional interests in consolidated subsidiaries ​ ( 16 ) ​ ( 35 ) Dividends and distributions to non-controlling interests in subsidiaries ​ ( 2 ) ​ ( 12 ) Proceeds from reverse recapitalization ​ 40 ​ — Repayments of Holding Company senior notes ​ ( 240 ) ​ — Proceeds from subsidiary borrowings ​ 1,007 ​ — Repayments of subsidiary borrowings ​ ( 983 ) ​ ( 13 ) Other, net ​ ( 43 ) ​ ( 5 ) Net cash used in financing activities ​ ( 412 ) ​ ( 65 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash and restricted cash equivalents ​ — ​ 1 Net decrease in cash and cash equivalents and restricted cash and restricted cash equivalents ​ ( 125 ) ​ ( 364 ) Cash and cash equivalents and restricted cash and restricted cash equivalents, beginning of period ​ 3,419 ​ 5,239 Cash and cash equivalents and restricted cash and restricted cash equivalents, end of period ​ $ 3,294 ​ $ 4,875 ​ See notes to condensed consolidated financial statements. ​ ​ 6 Table of Contents 1. Description of Business Overview Icahn Enterprises L.P. (“Icahn Enterprises”) is a master limited partnership formed in Delaware on February 17, 1987. References to “we,” “our” or “us” herein include both Icahn Enterprises and Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) and their subsidiaries, unless the context otherwise requires. Icahn Enterprises owns a 99 % limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), which is indirectly owned and controlled by Mr. Carl C. Icahn, owns a 1 % general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of March 31, 2026, representing an aggregate 1.99 % general partner interest in Icahn Enterprises and Icahn Enterprises Holdings. Mr. Icahn and his affiliates owned approximately 86 % of our outstanding depositary units as of March 31, 2026. Description of Continuing Operating Businesses We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma. We also report the results of our Holding Company, which includes the results of certain subsidiaries of Icahn Enterprises (unless otherwise noted), and investment activity and expenses associated with our Holding Company. See Note 13, “Segment Reporting,” for a reconciliation of each of our reporting segment’s results of operations to our consolidated results. Certain additional information with respect to our segments is discussed below. Investment Our Investment segment is comprised of various private investment funds (“Investment Funds”) in which we have general partner interests and through which we invest our proprietary capital. As general partner, we provide investment advisory and certain administrative and back-office services to the Investment Funds but do not provide such services to any other entities, individuals or accounts. We and certain of Mr. Icahn’s family members and affiliates are the only investors in the Investment Funds. Interests in the Investment Funds are not offered to outside investors. We had interests in the Investment Funds with a fair value of approximately $ 2.2 billion and $ 2.7 billion as of March 31, 2026 and December 31, 2025, respectively. Energy 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 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. 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 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 7 Table of Contents 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. ​ Automotive ​ We conduct our Automotive segment through our wholly owned subsidiary, Icahn Automotive Group LLC (“Icahn Automotive”). The Automotive segment is engaged in providing a full range of automotive repair and maintenance services, along with the sale of any installed parts or materials related to automotive services (“Automotive Services”) to its customers, as well as sales of automotive aftermarket parts and retailed merchandise (“Aftermarket Parts”). We exited the Aftermarket Parts business in the first quarter of 2025. In addition to its primary businesses, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases. Food Packaging We conduct our Food Packaging segment through our majority owned subsidiary, Viskase Holdings, Inc. (“Viskase”). Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and package processed meat products. 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. Real Estate 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. Home Fashion 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 hospitality and home fashion consumer products. Pharma We conduct our Pharma segment through our wholly owned subsidiary, Vivus LLC, formerly Vivus, Inc. (“Vivus”). Vivus is a specialty pharmaceutical company with two approved therapies: one for chronic weight management and the other for the treatment of exocrine pancreatic insufficiency. In addition, Vivus has two product candidates in active clinical development and two product candidates in early-stage development. ​ 8 Table of Contents 2. Basis of Presentation and Summary of Significant Accounting Policies We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. In addition, we do not invest or intend to invest in securities as our primary business. We structure and intend to continue structuring our investments to be taxed as a partnership rather than as a corporation under the applicable publicly traded partnership rules of the Internal Revenue Code, as amended. Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings or adverse developments with respect to our ownership of certain of our subsidiaries, could result in us inadvertently becoming an investment company that is required to register under the Investment Company Act. Following such events or certain transactions (such as the sale of an operating business), an exemption under the Investment Company Act would provide us up to one year to take steps to avoid becoming classified as an investment company. We expect to take steps to avoid becoming classified as an investment company, but no assurance can be made that we will successfully be able to take the steps necessary to avoid becoming classified as an investment company. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature. Principles of Consolidation Our condensed consolidated financial statements include the accounts of (i) Icahn Enterprises and (ii) the wholly and majority owned subsidiaries of Icahn Enterprises, in addition to variable interest entities (“VIEs”) in which we are the primary beneficiary. In evaluating whether we have a controlling financial interest in entities that we consolidate, we consider the following: (1) for voting interest entities, including limited partnerships and similar entities that are not VIEs, we consolidate these entities in which we own a majority of the voting interests; and (2) for VIEs, we consolidate these entities in which we are the primary beneficiary. See below for a discussion of our VIEs. Kick-out rights, which are the rights underlying the limited partners’ ability to dissolve the limited partnership or otherwise remove the general partners, held through voting interests of partnerships and similar entities that are not VIEs are considered the equivalent of the equity interests of corporations that are not VIEs. For entities over which the Company does not have significant influence, the Company accounts for its equity investment at fair value. 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 equity investments are accounted for at fair value. Consolidated Variable Interest Entities We determined that Icahn Enterprises Holdings is a VIE because it is a limited partnership that lacks both substantive kick-out and participating rights. Although Icahn Enterprises is not the general partner of Icahn Enterprises Holdings, Icahn Enterprises is deemed to be the primary beneficiary of Icahn Enterprises Holdings principally based on its 99 % limited partner interest in Icahn Enterprises Holdings, as well as our related party relationship with the general partner, and therefore continues to consolidate Icahn Enterprises Holdings. 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. 9 Table of Contents 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 $ 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 The carrying values of cash and cash equivalents, cash held at consolidated affiliated partnerships and restricted cash, accounts receivable, due from brokers, accounts payable, accrued expenses and other liabilities and due to brokers are deemed to be reasonable estimates of their fair values because of their short-term nature. See Note 4, “Investments,” and Note 5, “Fair Value Measurements,” for a detailed discussion of our investments and other non-financial assets and/or liabilities. 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 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. Cash Flow Cash and cash equivalents and restricted cash and restricted cash equivalents on our condensed consolidated statements of cash flows is comprised of (i) cash and cash equivalents and (ii) cash held at consolidated affiliated partnerships and restricted cash. Cash Held at Consolidated Affiliated Partnerships and Restricted Cash 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 $ 1.2 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. Investments and Related Transactions Other segments and Holding Company TEB LLC (“TEB”). In August 2025, the Company sold certain properties to TEB. TEB was formed by a third-party developer for such developer to acquire, redevelop and operate the properties sold by the Company. In connection with the sale of the properties, the Company received cash, provided certain seller financing and also received a preferred equity interest and a profits interest in TEB. The Company did not provide any cash capital to TEB and the Company is not obligated to invest any capital contributions to support TEB or its operations in the future. The 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 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 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 10 Table of Contents 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 $ 213 million and $ 203 million as of March 31, 2026 and December 31, 2025, respectively. Long-Lived Assets The Company reviews long-lived assets for impairment when impairment indicators exist. An evaluation of impairment consists of reviewing the carrying value of a long-lived asset for recoverability. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying value of the long-lived asset is not determined to be recoverable, a fair value assessment is performed. Revenue From Contracts With Customers and Contract Balances Due to the nature of our business, we derive revenue from various sources in various industries. With the exception of all of our Investment segment’s and our Holding Company’s revenues, and our Real Estate segment’s and Automotive segment’s leasing revenue, our revenue is generally derived from contracts with customers in accordance with U.S. GAAP. Such revenue from contracts with customers is included in net sales and other revenues from operations in the condensed consolidated statements of operations, however, our Real Estate and Automotive segments’ leasing revenue, as disclosed in Note 10, “Leases,” is also included in other revenues from operations. Related contract assets are included in accounts receivable, net or other assets and related contract liabilities are included in accrued expenses and other liabilities in the condensed consolidated balance sheets. Our disaggregation of revenue information includes our net sales and other revenues from operations for each of our reporting segments as well as additional disaggregation of revenue information for our Energy and Automotive segments. See Note 13, “Segment Reporting,” for our complete disaggregation of revenue information. In addition, we disclose additional information with respect to revenue from contracts with customers and contract balances for our Energy and Automotive segments below. Energy Our Energy segment’s deferred revenue is a contract liability that relates to fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts. 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 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. Automotive 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. 11 Table of Contents Recently Issued Accounting Standards 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. The ASU requires disclosure of specific information about costs and expenses within relevant expense captions on the face of the income statement, qualitative descriptions for expense captions not specifically disaggregated quantitatively, and the total amount and definition of selling expenses for interim and annual reporting periods. 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 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 continue to evaluate the potential impacts of adopting this standard on our consolidated financial statements. 3. Related Party Transactions Our third amended and restated agreement of limited partnership expressly permits us to enter into transactions with our general partner or any of its affiliates, including buying or selling properties from or to our general partner and any of its affiliates and borrowing and lending money from or to our general partner and any of its affiliates, subject to limitations contained in our partnership agreement and the Delaware Revised Uniform Limited Partnership Act. The indentures governing our indebtedness contain certain covenants applicable to transactions with affiliates. 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, representing approximately 23 % and 25 % of the Investment Funds’ assets under management as of each respective date. Mr. 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 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. 12 Table of Contents TEB 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 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 does not consolidate TEB and accounts for its preferred equity investment under the equity method. Entities that are recognized under the equity method of accounting are deemed to be related parties. ​ 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 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 Mr. Icahn. 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. Additionally, Brett Icahn provides certain other services, at our request, which may entail research, analysis and advice with respect to a separate designated portfolio of assets within the Investment Funds. Subject to the terms of the manager agreement, at the end of the seven-year term, Brett Icahn will be entitled to receive a one -time lump sum payment as described in and computed pursuant to the manager agreement. Brett Icahn will not be entitled to receive from us any other compensation (including any salary or bonus) in respect of the services he is to provide under the manager agreement other than restricted depositary units granted under a restricted unit agreement. 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 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. 13 Table of Contents 4. Investments Investments Investments and securities sold, not yet purchased consist of equities, bonds, bank debt and other corporate obligations, all of which are reported at fair value in our condensed consolidated balance sheets. In addition, our Investment segment has certain derivative transactions which are discussed in Note 6, “Financial Instruments”. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ Investments: ​ ​ ​ ​ Equity securities: ​ ​ ​ ​ Communications ​ $ 165 ​ $ 371 Consumer, cyclical ​ 169 ​ 180 Energy ​ 81 ​ 71 Utilities ​ 158 ​ 622 Healthcare ​ 56 ​ 99 Financial ​ 24 ​ — Materials ​ 310 ​ 288 Industrial ​ 567 ​ 515 ​ ​ $ 1,530 ​ $ 2,146 Liabilities ​ ​ ​ ​ Securities sold, not yet purchased, at fair value: ​ ​ ​ ​ Equity securities: ​ ​ ​ ​ Energy ​ $ 361 ​ $ 798 Utilities ​ 305 ​ 525 Industrial ​ ​ 82 ​ ​ 59 ​ ​ $ 748 ​ $ 1,382 ​ ​ ​ ​ ​ ​ ​ ​ 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 With the exception of certain equity method investments at our operating subsidiaries and our Holding Company disclosed in the table below, our investments are measured at fair value in our condensed consolidated balance sheets. ​ 14 Table of Contents The carrying value of investments held by our other segments and our Holding Company consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in millions) Equity method investments ​ $ 94 ​ $ 91 Held to maturity debt investments measured at amortized cost ​ ​ 11 ​ ​ 11 Other investments measured at fair value ​ 3 ​ 3 ​ ​ $ 108 ​ $ 105 ​ 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. 5. Fair Value Measurements U.S. GAAP requires enhanced disclosures about assets and liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of, and the characteristics specific to, the assets and liabilities. Assets and liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories: Level 1 – Quoted prices are available in active markets for identical assets and liabilities as of the reporting date. Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies where all significant inputs are observable. The inputs and assumptions of our Level 2 assets and liabilities are derived from market observable sources including reported trades, broker/dealer quotes and other pertinent data. Level 3 – Pricing inputs are unobservable for the assets and liabilities and include situations where there is little, if any, market activity for the assets and liabilities. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the assets and liabilities. Significant transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers. 15 Table of Contents Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes the valuation of our assets and liabilities by the above fair value hierarchy levels measured on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ December 31, 2025 ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total ​ ​ (in millions) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments (Note 4) ​ $ 1,530 ​ $ — ​ $ 3 ​ $ 1,533 ​ $ 2,108 ​ $ — ​ $ 41 ​ $ 2,149 Derivative assets, net (Note 6) ​ — ​ 17 ​ — ​ 17 ​ — ​ 7 ​ — ​ 7 ​ ​ $ 1,530 ​ $ 17 ​ $ 3 ​ $ 1,550 ​ $ 2,108 ​ $ 7 ​ $ 41 ​ $ 2,156 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities sold, not yet purchased (Note 4) ​ $ 748 ​ $ — ​ $ — ​ $ 748 ​ $ 1,382 ​ $ — ​ $ — ​ $ 1,382 Derivative liabilities, net (Note 6) ​ — ​ 735 ​ — ​ 735 ​ — ​ 595 ​ — ​ 595 RFS obligations (Note 17) ​ — ​ 204 ​ — ​ 204 ​ — ​ 72 ​ — ​ 72 ​ ​ $ 748 ​ $ 939 ​ $ — ​ $ 1,687 ​ $ 1,382 ​ $ 667 ​ $ — ​ $ 2,049 ​ ​ 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, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in millions) Balance at January 1 ​ $ 41 ​ $ 41 Transfer out of Level 3 ​ ​ ( 38 ) ​ ​ — Balance at March 31 ​ $ 3 ​ $ 41 ​ ​ 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 ​ Real Estate ​ 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. ​ 16 Table of Contents 6. Financial Instruments Overview Investment In the normal course of business, the Investment Funds may trade various financial instruments and enter into certain investment activities, which may give rise to off-balance-sheet risks, with the objective of capital appreciation or as economic hedges against other securities or the market as a whole. The Investment Funds’ investments may include futures, forwards, options, swaps and securities sold, not yet purchased. These financial instruments represent future commitments to purchase or sell other financial instruments or to exchange an amount of cash based on the change in an underlying instrument at specific terms at specified future dates. Risks arise with these financial instruments from potential counterparty non-performance and from changes in the market values of underlying instruments. Credit concentrations may arise from investment activities and may be impacted by changes in economic, industry or political factors. The Investment Funds routinely execute transactions with counterparties in the financial services industry, resulting in credit concentration with respect to the financial services industry. In the ordinary course of business, the Investment Funds may also be subject to a concentration of credit risk to a particular counterparty. The Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral requirements and the creditworthiness of their counterparties. 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, 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 frame. 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. They also receive interest on any cash collateral that they post to the counterparty and pay interest on any cash collateral posted by the counterparty at an agreed-upon rate. The Investment Funds may trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of a standardized amount of a deliverable grade commodity, security, currency or cash at a specified price and specified future date unless the contract is closed before the delivery date. Payments (or variation margin) are made or received by the Investment Funds each day, depending on the daily fluctuations in the value of the contract, and the whole value change is recorded as an unrealized gain or loss by the Investment Funds. When the contract is closed, the Investment Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. 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. When entering into a foreign currency forward contract, the Investment Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date unless the contract is closed before such date. The Investment Funds record unrealized gains or losses on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into such contracts and the forward rates at the reporting date. 17 Table of Contents The Investment Funds may also purchase and write option contracts. As a writer of option contracts, the Investment Funds receive a premium at the outset and then bear the market risk of unfavorable changes in the price of the underlying financial instrument. As a result of writing option contracts, the Investment Funds are obligated to purchase or sell, at the holder’s option, the underlying financial instrument. Accordingly, these transactions result in off-balance-sheet risk, as the Investment Funds’ satisfaction of the obligations may exceed the amount recognized in our condensed consolidated balance sheets. Certain terms of the Investment Funds’ contracts with derivative counterparties, which are standard and customary to such contracts, contain certain triggering events that would give the counterparties the right to terminate the derivative instruments. 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ December 31, 2025 ​ ​ ​ ​ Long Notional Exposure ​ ​ ​ Short Notional Exposure ​ ​ ​ Long Notional Exposure ​ ​ ​ Short Notional Exposure ​ ​ ​ (in millions) Primary underlying risk: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity contracts ​ $ 1,332 ​ $ 2,532 ​ $ 1,499 ​ $ 2,386 Commodity contracts ​ — ​ 427 ​ ​ — ​ ​ 346 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. Values for the derivative financial instruments, principally swaps, forwards, over-the-counter options and other conditional and exchange contracts, are reported on a net-by-counterparty basis. 18 Table of Contents The following table presents the fair values of our Investment segment’s derivatives that are not designated as hedging instruments in accordance with U.S. GAAP: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ ​ (in millions) Equity contracts ​ $ 192 ​ $ 153 ​ $ 636 ​ $ 739 Credit contracts ​ — ​ — ​ — ​ — Commodity contracts ​ — ​ 1 ​ 186 ​ 10 Sub-total ​ 192 ​ 154 ​ 822 ​ 749 Netting across contract types (1) ​ ( 182 ) ​ ( 154 ) ​ ( 182 ) ​ ( 154 ) Total (1) ​ $ 10 ​ $ — ​ $ 640 ​ $ 595 (1) Excludes netting of cash collateral received and posted. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ Equity contracts $ 44 ​ $ ( 152 ) Credit contracts — ​ 1 Commodity contracts ( 239 ) ​ ( 7 ) ​ $ ( 195 ) ​ $ ( 158 ) (1) Gains (losses) recognized on derivatives are classified in net (loss) gain from investment activities in our condensed consolidated statements of operations for our Investment segment. Energy 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, 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 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. 19 Table of Contents The following table presents the fair value of our Energy segment’s derivatives and the effect of the collateral netting: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ ​ (in millions) Commodity contracts ​ $ 34 ​ $ 10 ​ $ 184 ​ $ 3 Netting across contract types (1) ​ ( 27 ) ​ ( 3 ) ​ ( 89 ) ​ ( 3 ) Total (1) ​ $ 7 ​ $ 7 ​ $ 95 ​ $ — ​ (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 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. ​ 7. 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 ​ $ 132 ​ ​ $ 129 Less: Allowance for expected credit losses ​ ​ — ​ ​ ​ — Related party notes receivable, net ​ $ 132 ​ ​ $ 129 ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. 8. Inventories, Net Inventories, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in millions) Raw materials ​ $ 329 ​ $ 272 Work in process ​ 106 ​ 95 Finished goods ​ ​ 492 ​ 478 ​ ​ $ 927 ​ $ 845 20 Table of Contents ​ ​ ​ ​ 9. Goodwill and Intangible Assets, Net Goodwill consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ December 31, 2025 ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ ​ Amount ​ Impairment ​ Value ​ Amount ​ Impairment ​ Value ​ ​ (in millions) Automotive ​ $ 337 ​ $ ( 87 ) ​ ​ ​ $ 250 ​ $ 337 ​ $ ( 87 ) ​ ​ ​ $ 250 Food Packaging ​ ​ 6 ​ ​ — ​ ​ 6 ​ ​ 6 ​ ​ — ​ ​ 6 Home Fashion ​ 24 ​ ( 3 ) ​ 21 ​ 24 ​ ( 3 ) ​ 21 Pharma ​ ​ 13 ​ ​ — ​ ​ 13 ​ ​ 13 ​ ​ — ​ ​ 13 ​ ​ $ 380 ​ $ ( 90 ) ​ $ 290 ​ $ 380 ​ $ ( 90 ) ​ $ 290 ​ Intangible assets, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ December 31, 2025 ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ ​ Amount ​ Amortization ​ Value ​ Amount ​ Amortization ​ Value ​ ​ (in millions) Definite-lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 392 ​ $ ( 275 ) ​ $ 117 ​ $ 392 ​ $ ( 271 ) ​ $ 121 Developed technology ​ ​ 254 ​ ​ ( 148 ) ​ ​ 106 ​ ​ 254 ​ ​ ( 146 ) ​ ​ 108 Other ​ 159 ​ ( 115 ) ​ 44 ​ 162 ​ ( 115 ) ​ 47 ​ ​ $ 805 ​ $ ( 538 ) ​ $ 267 ​ $ 808 ​ $ ( 532 ) ​ $ 276 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indefinite-lived intangible assets ​ ​ ​ ​ ​ $ 73 ​ ​ ​ ​ ​ $ 73 Intangible assets, net ​ ​ ​ ​ ​ $ 340 ​ ​ ​ ​ ​ $ 349 ​ 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 . 10. Leases All Segments and Holding Company We have operating and finance leases primarily within our Automotive, Energy and Food Packaging segments. Our Automotive segment leases assets, primarily real estate (operating) and vehicles (financing). Our Energy segment leases certain pipelines, storage tanks, railcars, office space, land and equipment (operating and financing). Our Food Packaging segment leases assets, primarily real estate, equipment and vehicles (primarily operating). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use assets and related liabilities are recorded on the balance sheet for leases with an initial lease term in excess of twelve months and therefore, do not include any lease arrangements with initial lease terms of twelve months or less. 21 Table of Contents Right-of-use assets and lease liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, ​ ​ 2026 ​ 2025 ​ ​ (in millions) Operating Leases: ​ ​ ​ ​ ​ ​ Right-of-use assets (other assets) ​ $ 457 ​ $ 476 Lease liabilities (accrued expenses and other liabilities) ​ 465 ​ 484 ​ ​ ​ ​ ​ ​ ​ Financing Leases: ​ ​ ​ ​ Right-of-use assets (property, plant and equipment, net) ​ 77 ​ 79 Lease liabilities (debt) ​ 87 ​ 88 ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-Of-Use ​ ​ ​ Lease ​ ​ ​ ​ ​ ​ ​ Discount Operating Leases as of March 31, 2026 ​ Assets ​ Liabilities ​ Lease Term ​ Rate ​ ​ (in millions) ​ ​ ​ ​ ​ Energy ​ $ 70 ​ $ 65 ​ 5.0 years ​ 8.2 % ​ Automotive ​ 344 ​ 362 ​ ​ ​ 5.0 years ​ ​ ​ 5.9 % ​ Food Packaging ​ 19 ​ 21 7.6 years 7.5 % ​ Other segments and Holding Company ​ 24 ​ 17 ​ ​ ​ ​ ​ $ 457 ​ $ 465 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-Of-Use ​ ​ ​ Lease ​ ​ ​ ​ ​ ​ ​ Discount ​ Operating Leases as of December 31, 2025 ​ Assets ​ Liabilities ​ Lease Term ​ Rate ​ ​ ​ (in millions) ​ ​ ​ ​ ​ Energy ​ $ 69 ​ $ 64 ​ 5.1 years ​ 8.1 % ​ Automotive ​ 363 ​ 380 ​ ​ ​ 5.0 years ​ ​ ​ 5.9 % ​ Food Packaging ​ 20 ​ 22 7.6 years 7.5 % ​ Other segments and Holding Company ​ 24 ​ 18 ​ ​ ​ ​ ​ $ 476 ​ $ 484 ​ ​ ​ ​ ​ ​ 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 Automotive 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 $ 5 million and $ 14 million for the three months 22 Table of Contents 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 $ 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. Real Estate Our Real Estate segment leases real estate, primarily commercial properties under long-term operating leases. 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. 11. Debt Debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in millions) Holding Company: ​ ​ ​ ​ ​ ​ 6.250 % senior notes due 2026 ​ $ — ​ $ 240 5.250 % senior notes due 2027 ​ 1,383 ​ 1,383 4.375 % senior notes due 2029 ​ ​ 657 ​ ​ 657 9.750 % senior notes due 2029 ​ ​ 699 ​ ​ 699 10.000 % senior notes due 2029 ​ ​ 989 ​ ​ 988 9.000 % senior notes due 2030 ​ ​ 697 ​ ​ 697 ​ ​ 4,425 ​ 4,664 Reporting Segments: ​ ​ ​ ​ ​ ​ Energy ​ 1,784 ​ 1,765 Automotive ​ 26 ​ 21 Food Packaging ​ 131 ​ 142 Real Estate ​ 1 ​ 1 Home Fashion ​ 25 ​ 23 ​ ​ 1,967 ​ 1,952 Total Debt ​ $ 6,392 ​ $ 6,616 ​ ​ Holding Company ​ Holding Company debt is net of unamortized discounts, premiums, debt issuance costs and notes held in treasury. ​ In February 2026, we redeemed all outstanding 6.250 % senior unsecured notes due 2026, at par, using cash on hand. ​ Energy ​ In February 2026, CVR Energy completed the issuance of $ 1 billion aggregate principal amount of senior notes, consisting of $ 600 million of 7.50 % senior notes due February 2031 and $ 400 million of 7.875 % senior notes due February 2034. The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR 23 Table of Contents 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. C ovenants 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. These covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments and affiliate and extraordinary transactions. 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 $( 30 ) million and less than $ 1 million for the three months ended March 31, 2026 and 2025, respectively. 12. 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 March 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ (in millions, except per unit amounts) Net income (loss) attributable to Icahn Enterprises ​ $ ( 459 ) ​ ​ ​ $ ( 422 ) ​ Net income (loss) attributable to Icahn Enterprises allocated to limited partners ( 98.01 % allocation) ​ $ ( 450 ) ​ $ ( 414 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted income (loss) per LP unit: ​ $ ( 0.71 ) ​ $ ( 0.79 ) ​ Basic and diluted weighted average LP units outstanding (1) ​ ​ 637 ​ ​ 523 ​ (1) Excludes an immaterial amount of unvested RSU awards during the three months ended March 31, 2026 and 2025. ​ 24 Table of Contents LP Unit Transactions Unit Distributions 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. 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 $ 51 million, of which $ 25 million was distributed to Mr. Icahn and his affiliates in April 2026. 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 On May 9, 2023, the Board of Directors of the General Partner approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $ 500 million worth of any of our outstanding fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $ 500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness. The repurchases of senior notes or depositary units may be done for cash from time to time in the open market, through tender offers or in privately negotiated transactions upon such terms and at such prices as management may determine. The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the Board of Directors of Icahn Enterprises GP. On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Program, we were reauthorized to repurchase up to $ 500 million worth of our outstanding fixed-rate senior notes. 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. 25 Table of Contents ​ 13. Segment Reporting We report segment information based on the various industries in which our businesses operate and how we manage those businesses in accordance with our investment strategies, which may include: identifying and acquiring undervalued assets and businesses, often through the purchase of distressed securities; increasing value through management, financial or other operational changes; and managing complex legal, regulatory or financial issues, which may include bankruptcy or insolvency, environmental, zoning, permitting and licensing issues. Therefore, although many of our businesses are operated under separate local management, certain of our businesses are grouped together when they operate within a similar industry, comprising similarities in products, customers, production processes and regulatory environments, and when such businesses, when considered together, may be managed in accordance with one or more investment strategies specific to those businesses. Our reportable segments reflect the way the Company is managed, and for which separate financial information is available and evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. The Chairman of the Board of Directors of our general partner, who is our CODM, reviews financial information for each segment and evaluates the results in relation to our broader business strategies. Accordingly, segment operating results are assessed based on net income from continuing operations attributable to Icahn Enterprises. Assets provided to the CODM are consistent with those reported in the condensed consolidated balance sheets, and there are no intra-entity sales or transfers, or significant expense categories regularly reviewed by the CODM beyond those disclosed in the condensed consolidated statements of operations. ​ 26 Table of Contents Condensed Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2026 ​ ​ ​ ​ Investment ​ ​ ​ Energy ​ ​ ​ Automotive ​ ​ ​ Food Packaging ​ ​ ​ Real Estate ​ ​ ​ Home Fashion ​ ​ ​ Pharma ​ ​ ​ Holding Company ​ ​ ​ Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 1,980 ​ $ 187 ​ $ 87 ​ $ 3 ​ $ 39 ​ $ 15 ​ $ — ​ $ 2,311 Other revenues from operations ​ — ​ — ​ 142 ​ — ​ 18 ​ — ​ 1 ​ — ​ 161 Net loss from investment activities ​ ( 300 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 2 ) ​ ( 302 ) Interest and dividend income ​ 31 ​ 5 ​ — ​ — ​ 4 ​ — ​ — ​ 7 ​ 47 Loss on disposition of assets, net ​ — ​ ( 1 ) ​ ( 1 ) ​ — ​ — ​ — ​ — ​ — ​ ( 2 ) Other loss (income), net ​ — ​ ( 17 ) ​ — ​ 1 ​ 7 ​ — ​ — ​ — ​ ( 9 ) ​ ​ ( 269 ) ​ 1,967 ​ 328 ​ 88 ​ 32 ​ 39 ​ 16 ​ 5 ​ 2,206 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 2,095 ​ 123 ​ 78 ​ 3 ​ 32 ​ 9 ​ — ​ 2,340 Other expenses from operations ​ — ​ — ​ 122 ​ — ​ 19 ​ — ​ — ​ — ​ 141 Dividend expense ​ 5 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 5 Selling, general and administrative ​ 4 ​ 47 ​ 109 ​ 13 ​ 5 ​ 10 ​ 14 ​ 7 ​ 209 Interest expense ​ 1 ​ 31 ​ 1 ​ 3 ​ — ​ 1 ​ — ​ 86 ​ 123 ​ ​ 10 ​ 2,173 ​ 355 ​ 94 ​ 27 ​ 43 ​ 23 ​ 93 ​ 2,818 (Loss) income before income tax benefit ​ ( 279 ) ​ ( 206 ) ​ ( 27 ) ​ ( 6 ) ​ 5 ​ ( 4 ) ​ ( 7 ) ​ ( 88 ) ​ ( 612 ) Income tax benefit (expense) ​ — ​ 33 ​ 7 ​ ( 1 ) ​ — ​ — ​ — ​ 10 ​ 49 Net (loss) income ​ ( 279 ) ​ ( 173 ) ​ ( 20 ) ​ ( 7 ) ​ 5 ​ ( 4 ) ​ ( 7 ) ​ ( 78 ) ​ ( 563 ) Less: net (loss) income attributable to non-controlling interests ​ ( 69 ) ​ ( 34 ) ​ — ​ ( 1 ) ​ — ​ — ​ — ​ — ​ ( 104 ) Net (loss) income attributable to Icahn Enterprises ​ $ ( 210 ) ​ $ ( 139 ) ​ $ ( 20 ) ​ $ ( 6 ) ​ $ 5 ​ $ ( 4 ) ​ $ ( 7 ) ​ $ ( 78 ) ​ $ ( 459 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 47 ​ $ 47 ​ $ 9 ​ $ 10 ​ $ 1 ​ $ — ​ $ — ​ $ 114 Depreciation and amortization ​ $ — ​ $ 96 ​ $ 12 ​ $ 4 ​ $ 8 ​ $ 1 ​ $ 2 ​ $ — ​ $ 123 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2025 ​ ​ ​ ​ Investment ​ ​ ​ Energy ​ ​ ​ Automotive ​ ​ ​ Food Packaging ​ ​ ​ Real Estate ​ ​ ​ Home Fashion ​ ​ ​ Pharma ​ ​ ​ Holding Company ​ ​ ​ Consolidated ​ ​ (in millions) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ 1,646 ​ $ 198 ​ $ 94 ​ $ — ​ $ 41 ​ $ 23 ​ $ — ​ $ 2,002 Other revenues from operations ​ — ​ — ​ 151 ​ — ​ 17 ​ — ​ — ​ — ​ 168 Net loss from investment activities ​ ( 394 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 394 ) Interest and dividend income ​ 55 ​ 10 ​ 1 ​ — ​ — ​ — ​ — ​ 17 ​ 83 Gain on disposition of assets, net ​ — ​ ( 1 ) ​ ( 2 ) ​ — ​ — ​ — ​ — ​ — ​ ( 3 ) Other income, net ​ 7 ​ 2 ​ — ​ 2 ​ — ​ ( 1 ) ​ 1 ​ — ​ 11 ​ ​ ( 332 ) ​ 1,657 ​ 348 ​ 96 ​ 17 ​ 40 ​ 24 ​ 17 ​ 1,867 Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ — ​ 1,748 ​ 144 ​ 80 ​ — ​ 31 ​ 13 ​ — ​ 2,016 Other expenses from operations ​ — ​ — ​ 135 ​ — ​ 16 ​ — ​ — ​ — ​ 151 Dividend expense ​ 8 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 8 Selling, general and administrative ​ 4 ​ 44 ​ 105 ​ 12 ​ 5 ​ 11 ​ 13 ​ 7 ​ 201 Impairment ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 Restructuring, net ​ ​ — ​ ​ — ​ ​ — ​ ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 7 Interest expense ​ ​ 6 ​ 35 ​ 1 ​ 3 ​ — ​ — ​ — ​ 83 ​ 128 ​ ​ 18 ​ 1,827 ​ 385 ​ 112 ​ 21 ​ 42 ​ 26 ​ 90 ​ 2,521 (Loss) income before income tax (expense) benefit ​ ( 350 ) ​ ( 170 ) ​ ( 37 ) ​ ( 16 ) ​ ( 4 ) ​ ( 2 ) ​ ( 2 ) ​ ( 73 ) ​ ( 654 ) Income tax (expense) benefit ​ — ​ 53 ​ 10 ​ 2 ​ — ​ — ​ — ​ 9 ​ 74 Net (loss) income ​ ( 350 ) ​ ( 117 ) ​ ( 27 ) ​ ( 14 ) ​ ( 4 ) ​ ( 2 ) ​ ( 2 ) ​ ( 64 ) ​ ( 580 ) Less: net (loss) income attributable to non-controlling interests ​ ( 126 ) ​ ( 31 ) ​ — ​ ( 1 ) ​ — ​ — ​ — ​ — ​ ( 158 ) Net (loss) income attributable to Icahn Enterprises ​ $ ( 224 ) ​ $ ( 86 ) ​ $ ( 27 ) ​ $ ( 13 ) ​ $ ( 4 ) ​ $ ( 2 ) ​ $ ( 2 ) ​ $ ( 64 ) ​ $ ( 422 ) Supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ — ​ $ 51 ​ $ 24 ​ $ 7 ​ $ 4 ​ $ 2 ​ $ — ​ $ — ​ $ 88 Depreciation and amortization ​ $ — ​ $ 84 ​ $ 17 ​ $ 5 ​ $ 4 ​ $ 1 ​ $ 7 ​ $ — ​ $ 118 ​ ​ ​ ​ ​ ​ ​ 27 Table of Contents Disaggregation of Revenue 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. Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ Petroleum products ​ ​ 1,800 ​ $ 1,475 Nitrogen fertilizer products ​ ​ 180 ​ ​ 143 Other ​ — ​ 28 ​ ​ $ 1,980 ​ $ 1,646 ​ Automotive ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ Automotive Services ​ $ 324 ​ $ 333 Aftermarket Parts ​ ​ — ​ ​ 2 Total revenue from customers ​ ​ 324 ​ ​ 335 Lease revenue outside the scope of ASC 606 ​ ​ 5 ​ ​ 14 Total Automotive net sales and other revenues from operations ​ $ 329 ​ $ 349 ​ 28 Table of Contents Condensed Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Real Estate ​ Home Fashion ​ Pharma ​ Holding Company ​ Consolidated ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 16 ​ $ 512 ​ $ 51 ​ $ 29 ​ $ 35 ​ $ 5 ​ $ 27 ​ $ 624 ​ $ 1,299 Cash held at consolidated affiliated partnerships and restricted cash ​ 1,818 ​ — ​ 8 ​ — ​ — ​ 2 ​ — ​ 167 ​ 1,995 Investments ​ 1,530 ​ 13 ​ — ​ — ​ 95 ​ — ​ — ​ — ​ 1,638 Accounts receivable, net ​ — ​ 329 ​ 24 ​ 63 ​ 11 ​ 27 ​ 27 ​ — ​ 481 Related party note receivable ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 132 ​ ​ — ​ ​ — ​ ​ — ​ ​ 132 Inventories, net ​ — ​ 553 ​ 163 ​ 99 ​ — ​ 90 ​ 22 ​ — ​ 927 Property, plant and equipment, net ​ — ​ 2,309 ​ 363 ​ 143 ​ 761 ​ 55 ​ — ​ 3 ​ 3,634 Goodwill and intangible assets, net ​ — ​ 134 ​ 314 ​ 21 ​ — ​ 21 ​ 140 ​ — ​ 630 Other assets ​ 948 ​ 418 ​ 375 ​ 78 ​ 110 ​ 15 ​ 6 ​ 247 ​ 2,197 Total assets ​ $ 4,312 ​ $ 4,268 ​ $ 1,298 ​ $ 433 ​ $ 1,144 ​ $ 215 ​ $ 222 ​ $ 1,041 ​ $ 12,933 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 675 ​ $ 1,374 ​ $ 721 ​ $ 107 ​ $ 29 ​ $ 39 ​ $ 61 ​ $ 440 ​ $ 3,446 Securities sold, not yet purchased, at fair value ​ 748 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 748 Debt ​ — ​ 1,784 ​ 26 ​ 131 ​ 1 ​ 25 ​ — ​ 4,425 ​ 6,392 Total liabilities ​ 1,423 ​ 3,158 ​ 747 ​ 238 ​ 30 ​ 64 ​ 61 ​ 4,865 ​ 10,586 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity attributable to Icahn Enterprises ​ 2,221 ​ 589 ​ 551 ​ 184 ​ 1,114 ​ 151 ​ 161 ​ ( 3,824 ) ​ 1,147 Equity attributable to non-controlling interests ​ 668 ​ 521 ​ — ​ 11 ​ — ​ — ​ — ​ — ​ 1,200 Total equity ​ 2,889 ​ 1,110 ​ 551 ​ 195 ​ 1,114 ​ 151 ​ 161 ​ ( 3,824 ) ​ 2,347 Total liabilities and equity ​ $ 4,312 ​ $ 4,268 ​ $ 1,298 ​ $ 433 ​ $ 1,144 ​ $ 215 ​ $ 222 ​ $ 1,041 ​ $ 12,933 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ Investment ​ Energy ​ Automotive ​ Food Packaging ​ Real Estate ​ Home Fashion ​ Pharma ​ Holding Company ​ Consolidated ​ ​ (in millions) ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 16 ​ $ 511 ​ $ 14 ​ $ 9 ​ $ 31 ​ $ 4 ​ $ 26 ​ $ 839 ​ $ 1,450 Cash held at consolidated affiliated partnerships and restricted cash ​ 1,788 ​ — ​ 8 ​ — ​ — ​ 3 ​ — ​ 170 ​ 1,969 Investments ​ 2,146 ​ 17 ​ — ​ — ​ 88 ​ — ​ — ​ — ​ 2,251 Accounts receivable, net ​ — ​ 235 ​ 25 ​ 60 ​ 10 ​ 27 ​ 36 ​ — ​ 393 Related party notes receivable, net ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 129 ​ ​ — ​ ​ — ​ ​ — ​ ​ 129 Inventories, net ​ — ​ 472 ​ 165 ​ 97 ​ — ​ 87 ​ 24 ​ — ​ 845 Property, plant and equipment, net ​ — ​ 2,333 ​ 351 ​ 141 ​ 787 ​ 55 ​ — ​ 3 ​ 3,670 Goodwill and intangible assets, net ​ — ​ 139 ​ 316 ​ 21 ​ — ​ 21 ​ 142 ​ — ​ 639 Other assets ​ 1,661 ​ 422 ​ 369 ​ 79 ​ 79 ​ 15 ​ 8 ​ 236 ​ 2,869 Total assets ​ $ 5,611 ​ $ 4,129 ​ $ 1,248 ​ $ 407 ​ $ 1,124 ​ $ 212 ​ $ 236 ​ $ 1,248 ​ $ 14,215 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 606 ​ $ 1,079 ​ $ 772 ​ $ 117 ​ $ 32 ​ $ 34 ​ $ 67 ​ $ 84 ​ $ 2,791 Securities sold, not yet purchased, at fair value ​ 1,382 ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 1,382 Debt ​ — ​ 1,765 ​ 21 ​ 142 ​ 1 ​ 23 ​ — ​ 4,664 ​ 6,616 Total liabilities ​ 1,988 ​ 2,844 ​ 793 ​ 259 ​ 33 ​ 57 ​ 67 ​ 4,748 ​ 10,789 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity attributable to Icahn Enterprises ​ 2,711 ​ 722 ​ 455 ​ 139 ​ 1,091 ​ 155 ​ 169 ​ ( 3,500 ) ​ 1,942 Equity attributable to non-controlling interests ​ 912 ​ 563 ​ — ​ 9 ​ — ​ — ​ — ​ — ​ 1,484 Total equity ​ 3,623 ​ 1,285 ​ 455 ​ 148 ​ 1,091 ​ 155 ​ 169 ​ ( 3,500 ) ​ 3,426 Total liabilities and equity ​ $ 5,611 ​ $ 4,129 ​ $ 1,248 ​ $ 407 ​ $ 1,124 ​ $ 212 ​ $ 236 ​ $ 1,248 ​ $ 14,215 ​ ​ ​ ​ ​ ​ ​ 14. Income Taxes 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. 29 Table of Contents 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. ​ 15. Changes in Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ Post-Retirement ​ ​ ​ ​ ​ Adjustments, Net ​ Benefits, Net ​ ​ ​ ​ ​ ​ ​ of Tax ​ ​ ​ of Tax ​ ​ ​ Total ​ ​ (in millions) Balance, December 31, 2025 ​ $ ( 31 ) ​ $ ( 18 ) ​ $ ( 49 ) Other comprehensive loss before reclassifications, net of tax ​ ( 3 ) ​ — ​ ( 3 ) Other comprehensive loss, net of tax ​ ( 3 ) ​ — ​ ( 3 ) Balance, March 31, 2026 ​ $ ( 34 ) ​ $ ( 18 ) ​ $ ( 52 ) ​ ​ ​ ​ ​ ​ 16. Other Income, Net Other income, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ Equity earnings from non-consolidated affiliates ​ $ 8 ​ $ 1 Foreign currency transaction (loss) gain ​ 2 ​ 2 Loss on extinguishment of debt, net ​ ( 32 ) ​ — Other ​ 13 ​ 8 ​ ​ $ ( 9 ) ​ $ 11 ​ ​ 17. Commitments and Contingencies Environmental Matters 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. We do not believe that environmental matters will have a material adverse impact on our consolidated results of operations and financial condition. 30 Table of Contents Energy 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 In January 2023, CVR Energy and its obligated-party subsidiaries entered into a joint venture and related agreements with unaffiliated third-party investors and others intended to qualify for certain tax credits available under Section 45Q of the Internal Revenue Code. Under the agreements entered into in connection with the 45Q Transactions, CVR Partners and certain of its subsidiaries are obligated to meet certain minimum quantities of carbon dioxide supply each year during the term of the agreement and is subject to fees of up to $ 15 million per year, with an overall cap at $ 45 million, should it fail to perform. Litigation 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 31 Table of Contents operations. See the matters described under the caption “Other” below. Recent developments since the last periodic report of the Company are discussed below. Energy 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 Mr. 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. These pension obligations include ongoing contributions to fund the plan, as well as liability for any unfunded liabilities that may exist at the time the plan is terminated. In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation (the “PBGC”) against the assets of each member of the controlled group. As a result of the more than 80 % ownership interest in us by Mr. Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80 %, which 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 March 31, 2026. 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. This liability could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, we would be liable for any failure of Viskase 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 32 Table of Contents 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. The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events. Starfire Holding Corporation (“Starfire”), which is 99.6 % owned by Mr. Icahn and his affiliates (excluding us and Brett Icahn), has undertaken to indemnify us and our subsidiaries from losses resulting from any imposition of certain pension funding or termination liabilities that may be imposed on us and our subsidiaries or our assets as a result of being a member of the Icahn controlled group. The Starfire indemnity provides, among other things, that so long as such contingent liabilities exist and could be imposed on us, Starfire will not make any distributions to its stockholders that would reduce its net worth to below $ 250 million. Nonetheless, Starfire may not be able to fund its indemnification obligations to us. Other Icahn Enterprises L.P. was contacted on May 3, 2023 by the U.S. Attorney’s office for the Southern District of New York, seeking production of information relating to the Company and certain of its affiliates’ corporate governance, capitalization, securities offerings, disclosure, dividends, valuation, marketing materials, due diligence and other materials. The Company produced documents in response to that inquiry and has had no substantive communication with the U.S. Attorney’s office since the initial inquiry on May 3, 2023. ​ 18. Supplemental Cash Flow Information Supplemental cash flow information consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in millions) Cash payments for interest ​ $ ( 3 ) ​ $ ( 100 ) Cash payments for income taxes, net of payments ​ ( 1 ) ​ ( 2 ) Partnership distributions payable ​ ( 325 ) ​ ( 267 ) ​ ​ ​ ​ 19. Subsequent Events Icahn Enterprises LP Unit Distribution 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 June 22, 2026. Icahn Enterprises will make a cash payment in lieu of issuing fractional depositary units to any unitholders electing to receive (or who are deemed to have elected to receive) depositary units. ​ ​ 33 Table of Contents