What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 255 added, 165 removed, 631 unchanged (40% of the section changed)

25 unchanged sentences

Depositary units:

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

710,915,093 units issued and outstanding at June 30, 2026 and 637,209,452 units issued and outstanding at December 31, 2025

General partner

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions, except per unit amounts)

2 unchanged sentences

Interest and dividend income

Loss on disposition of assets, net

Other (loss) income, net

(Loss) gain on disposition of assets, net

Other income (loss), net

Cost of goods sold

5 unchanged sentences

Loss before income tax expense

Income tax benefit

Income tax (expense) benefit

net loss attributable to non-controlling interests

10 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Other comprehensive (loss) gain, net of tax:

Other comprehensive (loss) income, net of tax:

Post-retirement benefits and other

Translation adjustments

Other comprehensive (loss) income, net of tax

Comprehensive income (loss)

Comprehensive income (loss) attributable to non-controlling interests

Comprehensive income (loss) attributable to Icahn Enterprises

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

Comprehensive loss

Comprehensive loss attributable to non-controlling interests

Comprehensive (loss) attributable to Icahn Enterprises

Comprehensive loss attributable to Icahn Enterprises allocated to:

Limited partners

8 unchanged sentences

Balance, December 31, 2025

Other comprehensive income

Other comprehensive loss

Partnership distributions payable

4 unchanged sentences

Balance, March 31, 2026

Other comprehensive loss

Partnership distributions payable reversal

Partnership distributions

Dividends and distributions to non-controlling interests in subsidiaries

Changes in subsidiary equity and other

Balance, June 30, 2026

Equity Attributable to Icahn Enterprises

2 unchanged sentences

Balance, December 31, 2024

Net (loss) income

Other comprehensive income

1 unchanged sentence

Purchase of additional interests in consolidated subsidiaries

Investment segment distributions to non-controlling interests

Dividends and distributions to non-controlling interests in subsidiaries

1 unchanged sentence

Balance, March 31, 2025

Other comprehensive income

Partnership distributions payable reversal

Partnership distributions

Partnership contributions

Investment segment distributions to non-controlling interests

Purchase of additional interests in consolidated subsidiaries

Dividends and distributions to non-controlling interests in subsidiaries

Changes in subsidiary equity and other

Balance, June 30, 2025

See notes to condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

12 unchanged sentences

Changes in other operating assets and liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

1 unchanged sentence

Turnaround expenditures

Proceeds from disposition of businesses and assets

Proceeds from sale of equity method investment

3 unchanged sentences

Investment segment distributions to non-controlling interests

Partnership contributions

Partnership distributions

Purchase of additional interests in consolidated subsidiaries

19 unchanged sentences

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

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

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

Icahn, owns a 1 % general partner interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of June 30, 2026, representing an aggregate 1.99 % general partner interest in Icahn Enterprises and Icahn Enterprises Holdings.

Icahn and his affiliates owned approximately 87 % of our outstanding depositary units as of June 30, 2026.

Description of Continuing Operating Businesses

9 unchanged sentences

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.

We had interests in the Investment Funds with a fair value of approximately $ 2.0 billion and $ 2.7 billion as of June 30, 2026 and December 31, 2025, respectively.

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

1 unchanged sentence

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 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, as well as activities related to crude oil gathering and logistics that support refinery operations.

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 held 100 % of the general partner interest and approximately 37 % of the outstanding common units of CVR Partners as of June 30, 2026.

During the six months ended June 30, 2026, we increased our ownership of CVR Energy by acquiring 783,404 shares for a total purchase price of approximately $ 16 million.

As of June 30, 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 reverted the renewable diesel unit back to hydrocarbon processing service, in response to unfavorable 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.

2 unchanged sentences

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.

The Automotive segment previously also operated an automotive aftermarket parts and retail merchandise business (“Aftermarket Parts”), which it exited 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.

3 unchanged sentences

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.

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

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

37 unchanged sentences

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.

Our total assets related to the protected cell were $ 115 million and $ 113 million as of June 30, 2026 and December 31, 2025, respectively, and included in restricted cash in the condensed consolidated balance sheet.

Fair Value of Financial Instruments

2 unchanged sentences

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 June 30, 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.

1 unchanged sentence

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.

Our cash held at consolidated affiliated partnerships balance was $ 741 million and $ 746 million as of June 30, 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.

Our restricted cash balance was approximately $ 1.2 billion as of June 30, 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.

1 unchanged sentence

Other segments and Holding Company

TEB LLC (“TEB”).

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

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

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

In connection with the sale of the properties, the Company 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 Company did not provide any cash capital to TEB and the Company is not obligated to invest any capital 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.

3 unchanged sentences

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

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.

As of June 30, 2026 and December 31, 2025, the carrying amount of our equity method investment in TEB was $ 84 million and $ 74 million, respectively, and is included in investments in the condensed consolidated balance sheet.

Our maximum exposure to loss in connection with our involvement in TEB is limited to the carrying value of our equity

investment and related party loan receivable, which together total $ 220 million and $ 203 million as of June 30, 2026 and December 31, 2025, respectively.

Long-Lived Assets

15 unchanged sentences

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 .

As of June 30, 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 $ 1 million of these performance obligations as revenue by the end of 2026 and less than $ 1 million during both 2027 and 2028.

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

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

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

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

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

Our Energy segment had deferred revenue of $ 49 million and $ 44 million as of June 30, 2026 and December 31, 2025, respectively.

For the six months ended June 30, 2026 and 2025, our Energy segment recognized revenue of $ 19 million and $ 47 million, respectively, with respect to deferred revenue outstanding as of the beginning of each respective period.

Our Automotive segment had deferred revenue with respect to extended warranty plans of $ 24 million and $ 28 million as of June 30, 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 six months ended June 30, 2026 and 2025, our Automotive segment recorded deferred revenue of $ 9 million and $ 11 million, respectively, outstanding as of the beginning of each period.

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):

In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes authoritative guidance for environmental credits and environmental credit obligations and provides the recognition, measurement, presentation, and disclosure requirements for entities that generate, purchase, or receive environmental credits, or that have a regulatory compliance obligation that may be settled with environmental credits.

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

Early adoption is permitted as of the beginning of an annual reporting period.

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

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

Clarifying the Effective Date.

2 unchanged sentences

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.

Related Party Transactions

2 unchanged sentences

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.

As of June 30, 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 $ 591 million and $ 908 million, respectively, representing approximately 23 % and 25 % of the Investment Funds’ assets under management as of each respective date.

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

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

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

In addition, during the six months ended June 30, 2026, the Holding Company redeemed $ 40 million in securities from the Investment Funds.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $ 208 million from his personal interests in the Investment Funds during the six months ended June 30, 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.

For the six months ended June 30, 2026 and 2025, $ 7 million and $ 6 million, respectively, was allocated to the Investment Funds based on this expense-sharing arrangement.

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

2 unchanged sentences

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 day-to-day operations of TEB’s business are 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.

2 unchanged sentences

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.

As of June 30, 2026, the outstanding balance of the loan was $ 136 million, representing the seller-financed debt portion of the transaction.

For the three and six months ended June 30, 2026, the Company recognized interest income of $ 5 million and $ 9 million, respectively, 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

7 unchanged sentences

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.

Brett Icahn had redemptions of less than $ 1 million during the six months ended June 30, 2026, and net redemptions of $ 8 million during the six months ended June 30, 2025.

As of June 30, 2026 and December 31, 2025, Brett Icahn had investments in the Investment Funds with a total fair market value of $ 2 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.

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:

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:

(in millions)

4 unchanged sentences

Equity securities:

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.

The portion of unrealized gains and (losses) that related to securities still held by our Investment segment, primarily equity securities, were $ 149 million and $ 11 million for the three months ended June 30, 2026 and 2025, respectively, and $ 91 million and $( 204 ) million for the six months ended June 30, 2026 and 2025, respectively.

Other Segments and Holding Company

5 unchanged sentences

Other investments measured at fair value

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

There were no unrealized gains and (losses) that related to equity securities still held by our other segments and Holding Company for each of the three and six months ended June 30, 2026 and 2025.

Fair Value Measurements

15 unchanged sentences

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

June 30, 2026

December 31, 2025

6 unchanged sentences

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,

Six Months Ended June 30,

(in millions)

1 unchanged sentence

Transfer out of Level 3

Balance at March 31

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

Balance at June 30

During the six months ended June 30, 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.

1 unchanged sentence

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.

As of June 30, 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.

29 unchanged sentences

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.

There were no Investment Funds’ derivative instruments with credit-risk-related contingent features in a liability position as of June 30, 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

June 30, 2026

December 31, 2025

12 unchanged sentences

Derivative Liabilities

March 31, 2026

June 30, 2026

December 31, 2025

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

(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 total collateral posted at June 30, 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,

Gain (loss) Recognized in Income (1)

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Equity contracts

5 unchanged sentences

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 June 30, 2026 and December 31, 2025, CVR Energy had swap positions for crack spreads with net notional volumes of 8.2 million and 3.1 million barrels at each period, respectively.

As of June 30, 2026 and December 31, 2025, CVR Energy had no barrels and 75 thousand barrels of futures contracts at each period, respectively.

As of June 30, 2026 and December 31, 2025, CVR Energy had forward contracts of 324 thousand and 736 thousand barrels at each period, respectively.

As of June 30, 2026, CVR Energy held offsetting forward crude and crack commodity buy and sell positions with net notional volumes of approximately 1.4 million and 0.5 million barrels, respectively.

As of June 30, 2026, CVR Energy had open fixed-price commitments to purchase a net 20 million RINs.

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

2 unchanged sentences

Derivative Liabilities

March 31, 2026

June 30, 2026

December 31, 2025

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Netting across contract types (1)

(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 .

(1) The netting of derivatives primarily related to initial margin requirements of $ 6 million and $ 5 million at June 30, 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.

As of June 30, 2026, the aggregate fair value of derivative instruments in a gross liability position subject to these provisions was $ 159 million, for which our Energy segment has posted collateral of $ 47 million.

Based on our Energy segment’s derivative positions and collateral posted as of June 30, 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.

Certain derivative instruments within our Energy segment are entered into with counterparties that qualify as secured hedging providers under our Energy segment’s asset-based lending facility.

Under the terms of the applicable derivative contracts, the counterparties' exposure is secured by the collateral package supporting the asset-based lending facility.

Accordingly, our Energy segment generally is not required to post cash collateral or margin with respect to these derivative instruments.

Net (losses) gains recognized on derivatives for our Energy segment were $( 75 ) million and $ 4 million for the three months ended June 30, 2026 and 2025, respectively, and $( 257 ) million and $ 19 million for the six months ended June 30, 2026 and 2025, respectively, and are included in cost of goods sold on the condensed consolidated statements of operations.

Related Party Notes Receivable, Net

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

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Related party notes receivable, net

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

There were no write-offs associated with related party notes receivable for the six months ended June 30, 2026.

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

7 unchanged sentences

Goodwill consists of the following:

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Intangible assets, net consists of the following:

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

Intangible assets, net

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.

Amortization expense associated with definite-lived intangible assets was $ 10 million and $ 14 million for the three months ended June 30, 2026 and 2025, respectively, and $ 19 million and $ 28 million for the six months ended June 30, 2026 and 2025, respectively.

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

14 unchanged sentences

Lease liabilities (debt)

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

Additional information with respect to our operating leases as of June 30, 2026 and December 31, 2025 is presented below.

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

Operating Leases as of March 31, 2026

Operating Leases as of June 30, 2026

(in millions)

5 unchanged sentences

Other segments and Holding Company

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.

For the three months ended June 30, 2026 and 2025, lease cost was comprised of (i) operating lease cost of $ 47 million and $ 45 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 2 million and $ 3 million, respectively, and (iii) interest expense on financing lease liabilities of $ 2 million and $ 4 million, respectively.

For the six months ended June 30, 2026 and 2025, lease cost was comprised of (i) operating lease cost of $ 93 million and $ 89 million, respectively, (ii) amortization of financing lease right-of-use assets of $ 5 million and $ 5 million, respectively, and (iii) interest expense on financing lease liabilities of $ 4 million and $ 5 million, respectively.

Our Automotive segment accounted for $ 60 million and $ 67 million of total lease cost for each of the six months ended June 30, 2026 and 2025, respectively.

Lessor Arrangements

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

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

ended March 31, 2026 and 2025, respectively.

Our Automotive segment’s revenues from operating leases were $ 12 million and $ 8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 17 million and $ 22 million for the six months ended June 30, 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.

Our Automotive segment’s expenses from operating leases including variable lease costs were $ 16 million and $ 22 million for the three months ended June 30, 2026 and 2025, respectively, and $ 32 million and $ 46 million for the six months ended June 30, 2026 and 2025, respectively.

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

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

As of 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.

As of June 30, 2026 and December 31, 2025, our Real Estate segment had assets leased to others included in property, plant and equipment of $ 501 million and $ 484 million, respectively, net of accumulated depreciation.

Our Real Estate segment’s revenues from operating leases were $ 9 million and $ 2 million for the three months ended June 30, 2026 and 2025, respectively, and $ 16 million and $ 5 million for the six months ended June 30, 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.

Our Real Estate segment’s expenses from operating leases including variable lease costs were $ 14 million and $ 7 million for the three months ended June 30, 2026 and 2025, respectively, and $ 28 million and $ 14 million for the six months ended June 30, 2026 and 2025, respectively.

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

12 unchanged sentences

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.

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

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

The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR

Energy’s existing $ 600 million in aggregate principal amount of 8.50 % senior unsecured notes due 2029 at a redemption price equal to 104.25 % of the principal amount in February 2026, resulting in a $ 28 million loss on extinguishment of debt in the three months ended March 31, 2026, (ii) funded the partial redemption of $ 217 million of CVR Energy’s existing $ 400 million in aggregate principal amount of 5.75 % senior unsecured notes due 2028 at par in February 2026, resulting in a less than $ 1 million loss on extinguishment of debt in the three months ended March 31, 2026, and (iii) repaid the aggregate principal balance of CVR Energy’s senior secured term loan facility, resulting in a $ 3 million loss on extinguishment of debt in the three months ended March 31, 2026.

The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $ 600 million in aggregate principal amount of 8.50 % senior unsecured notes due 2029 at a redemption price equal to 104.25 % of the principal amount in February 2026, resulting in a $ 28 million loss on extinguishment of debt in the six months ended June 30, 2026, (ii) fund the partial redemption of $ 217 million of CVR Energy’s existing $ 400 million in aggregate principal amount of 5.75 % senior unsecured notes due 2028 at par in February 2026, resulting in a less than $ 1 million loss on extinguishment of debt in the six months ended June 30, 2026, and (iii) repay 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 six months ended June 30, 2026.

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

1 unchanged sentence

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.

As of June 30, 2026, total availability under the CVR Energy ABL and CVR Partners’ ABL Credit Agreement (the “CVR Partners ABL”) aggregated to $ 590 million.

The CVR Energy ABL had $ 10 million of letters of credit outstanding as of June 30, 2026.

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

2 unchanged sentences

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.

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the condensed consolidated statements of operations were $ 2 million and $ 2 million for the three months ended June 30, 2026 and 2025, respectively, and ($ 28 ) million and $ 3 million for the six months ended June 30, 2026 and 2025, respectively.

Net Income (Loss) Per LP Unit

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions, except per unit amounts)

3 unchanged sentences

Basic and diluted weighted average LP units outstanding (1)

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

(1) Excludes an immaterial amount of unvested RSU awards during the three months ended June 30, 2026 and 2025.

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.

2 unchanged sentences

Icahn and his affiliates in April 2026.

On May 4, 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, payable June 25, 2026.

In June 2026, we distributed 38,864,540 depositary units to unitholders who did not elect to receive cash, of which 36,456,030 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 $ 52 million, of which $ 25 million was distributed to Mr.

Icahn and his affiliates in June 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”).

As of June 30, 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.

3 unchanged sentences

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.

On May 9, 2023, the Board of Directors of Icahn Enterprises GP (the “Board”) 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.

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

On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the re-approved Repurchase Program, we were reauthorized to repurchase up to $ 500 million worth of our outstanding fixed-rate senior notes.

During the six months ended June 30, 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.

7 unchanged sentences

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.

The Chairman of the Board, 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.

1 unchanged sentence

Condensed Statements of Operations

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Food Packaging

4 unchanged sentences

Interest and dividend income

(Loss) gain on disposition of assets, net

Other income (loss), net

Cost of goods sold

Other expenses from operations

Dividend expense

Selling, general and administrative

Restructuring, net

Interest expense

(Loss) income before income tax benefit

Income tax (expense) benefit

Net (loss) income

net (loss) income attributable to non-controlling interests

Net loss attributable to Icahn Enterprises

Supplemental information:

Capital expenditures

Depreciation and amortization

Three Months Ended June 30, 2025

Food Packaging

Holding Company

(in millions)

Other revenues from operations

Net loss from investment activities

Interest and dividend income

Gain (loss) on disposition of assets, net

Other income, net

Cost of goods sold

Other expenses from operations

Dividend expense

Selling, general and administrative

Restructuring, net

Interest expense

(Loss) income before income tax (expense) benefit

Income tax benefit (expense)

Net (loss) income

net (loss) income attributable to non-controlling interests

Net (loss) income attributable to Icahn Enterprises

Supplemental information:

Capital expenditures

Depreciation and amortization

Six Months Ended June 30, 2026

Food Packaging

Holding Company

(in millions)

Other revenues from operations

Net loss from investment activities

Interest and dividend income

Loss on disposition of assets, net

4 unchanged sentences

Selling, general and administrative

Restructuring, net

Interest expense

7 unchanged sentences

Depreciation and amortization

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Food Packaging

4 unchanged sentences

Interest and dividend income

Gain on disposition of assets, net

Other income, net

(Loss) gain on disposition of assets, net

Other income (loss), net

Cost of goods sold

5 unchanged sentences

(Loss) income before income tax (expense) benefit

Income tax (expense) benefit

Income tax benefit (expense)

Net (loss) income

6 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Petroleum products

Nitrogen fertilizer products

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Automotive Services

Aftermarket Parts

Total revenue from customers

2 unchanged sentences

Condensed Balance Sheets

March 31, 2026

June 30, 2026

(in millions)

29 unchanged sentences

Total liabilities and equity

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

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

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

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

For the three months ended June 30, 2026, we recorded an income tax expense of $ 2 million on pre-tax loss of $ 386 million compared to an income tax benefit of $ 45 million on pre-tax loss of $ 246 million for the three months ended June 30, 2025.

Our effective income tax rate was ( 0.5 %) and 17.5 % for the three months ended June 30, 2026 and 2025, respectively.

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

For the six months ended June 30, 2026, we recorded an income tax benefit of $ 47 million on pre-tax loss of $ 998 million compared to an income tax benefit of $ 119 million on pre-tax loss of $ 900 million for the six months ended June 30, 2025.

Our effective income tax rate was 4.7 % and 13.0 % for the six months ended June 30, 2026 and 2025, respectively.

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

Changes in Accumulated Other Comprehensive Loss

7 unchanged sentences

Other comprehensive loss, net of tax

Balance, March 31, 2026

Balance, June 30, 2026

Other Income, Net

Other income, net consists of the following:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Equity earnings from non-consolidated affiliates

3 unchanged sentences

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.

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.

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;

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, remains pending before an appellate court in Texas.

In May 2026 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”), the court lifted the previously issued stay for 60 days in advance of a hearing on the Call Defendants’ motion to amend its complaint and other motions.

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

RFS Disputes – In July 2026, Wynnewood Refining Company, LLC (“WRC”) along with multiple other parties filed opening briefs with the U.S.

Court of Appeals for the District of Columbia Circuit (the “D.C.

Circuit”) in the consolidated actions challenging the EPA’s August 2025 decision on multiple pending petitions for small refinery exemptions (“SREs”) including but not limited to those filed by WRC (the “August 2025 SRE Decisions”).

Numerous refiners, including CRRN and WRC, biofuels groups and others filed petitions for review of the 2026/2027 RFS Final Rule in the D.C.

Circuit, which petitions remain pending and in their early stages.

The EPA has failed to rule on WRC’s SRE petition for the 2025 compliance period filed by WRC in July 2025, despite the EPA’s legal obligation to rule on such petition within ninety days.

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

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

however, such impact could be material.

1 unchanged sentence

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.

As of June 30, 2026 and December 31, 2025, CVR Energy’s obligated-party subsidiaries’ RFS liability was $ 408 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.

Under the agreements entered into in connection with the 45Q Transaction, 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.

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

2 unchanged sentences

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

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.

Guaranty Dispute – All deadlines in the 2024 and 2025 actions filed by one of CVR Energy’s subsidiaries in the Superior Court of the State of Delaware disputing the validity of an alleged 1993 guaranty (the “Guaranty Dispute”) asserted by Exxon Mobil Corporation (“XOM”) to obligate WRC to defend and indemnify XOM against multiple claims and lawsuits asserted against XOM between 2018 and 2025 arising from alleged contamination from historical oil wells and gas operations in Louisiana have been stayed until September 2026 while the parties continue to engage in mediation activities.

While WRC continues to dispute the validity of the guaranty, if these matters are ultimately concluded in a manner adverse to CVR Energy, they could have a material adverse effect on CVR Energy’s financial position, results of operations, or cash flows.

CRNF Ammonia Release – Multiple lawsuits filed against CVR Energy, CVR Partners and certain of their subsidiaries (collectively, the “Ammonia Defendants”) alleging personal injury and related damages arising from an October 2025 ammonia release at the nitrogen fertilizer facility in Coffeyville, Kansas, have been consolidated in Texas state court in Fort Bend County, and discovery is ongoing.

The Ammonia Defendants asserted counterclaims in the related declaratory judgment action filed in Kansas state court, in which an insurer seeks a determination that it has no duty to defend or indemnify the Ammonia Defendants 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.

Kansas Environmental Claims – In July 2026, the United States District Court for the District of Kansas dismissed the medical monitoring claim asserted 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;

discovery is ongoing with respect to the remaining claims 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 early stages, if ultimately concluded in a manner adverse to the Kansas Defendants, it could have a material adverse effect on CVR Energy’s financial position, results of operations, or cash flows.

Other Matters

Pension Obligations

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

Icahn, through certain affiliates, owns 100 % of Icahn Enterprises GP and approximately 87 % of Icahn Enterprises’ outstanding depositary units as of June 30, 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.

4 unchanged sentences

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.

If the plan was voluntarily terminated, it would be underfunded by approximately $ 18 million as of June 30, 2026.

These results are based on the most recent information provided by the plan’s 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

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

In addition, other entities now or in the future within the controlled group in

which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entity to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plan.

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

11 unchanged sentences

Supplemental cash flow information consists of the following:

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

1 unchanged sentence

Cash payments for income taxes, net of payments

Partnership distributions payable

Subsequent Events

1 unchanged sentence

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.

On August 3, 2026, the Board declared a quarterly distribution in the amount of $ 0.50 per depositary unit, which will be paid on or about September 23, 2026 to depositary unitholders of record at the close of business on August 17, 2026.

Depositary unitholders will have until September 11, 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.

Icahn Automotive Transaction

On July 19, 2026, Icahn Enterprises, Icahn Automotive Group LLC (“Icahn Automotive”), Mavis Tire Supply, LLC (“Mavis” or “Buyer”), a Delaware limited liability company, and Metis HoldCo, Inc., a Delaware corporation, entered into a Stock Purchase Agreement (the “Pep Boys Purchase Agreement”).

Pursuant to the terms of the Pep Boys Purchase Agreement, Icahn Automotive agreed to sell to Buyer, and Buyer agreed to purchase from Icahn Automotive, all of the issued and outstanding capital stock of The Pep Boys-Manny, Moe & Jack Holding Corp., a Delaware corporation and wholly-owned subsidiary of Icahn Automotive (“Pep Boys”), for a base purchase price of $ 700.0 million, subject to adjustments to be finalized after closing of the transaction (the “Pep Boys Transaction”).

In connection with the Pep Boys Purchase Agreement, Icahn Enterprises agreed to guarantee the payment and performance of Icahn Automotive’s obligations under the Agreement, subject to the limitations set forth in the Pep Boys Purchase Agreement.

Certain excluded entities and businesses of Pep Boys will not be transferred to Buyer in connection with the transactions contemplated by the Purchase Agreement.

The Company will retain the owned real estate previously transferred from Pep Boys, as well as the AAMCO Transmissions and Precision Tune Auto Care Businesses.

The Pep Boys Transaction is expected to close in the coming months, subject to satisfaction or waiver of customary closing conditions.

Investment Funds Redemption

In July 2026, Mr.

Icahn and his affiliates (excluding us and Brett Icahn) notified the Investment Funds of his intention to redeem $ 275 million from his personal interest in the Investment Funds included in the Investment segment, which is expected to be completed in August of 2026.

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

What changed 10-Q

Item 1. Financial Statements