What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-06 · 238 added, 148 removed, 279 unchanged (58% of the section changed)

1 unchanged sentence

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

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

This section should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q for the period ended June 30, 2026 (this “Report”), as well as our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 25, 2026.

Executive Overview

10 unchanged sentences

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

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

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

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 Icahn Enterprises’ outstanding depositary units as of June 30, 2026.

Recent Developments

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.

In February 2026, CVR Energy, Inc.

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

The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 at a redemption price equal to 104.250% of the principal amount in February 2026, resulting in a $28 million loss on extinguishment of debt in the three months ended March 31, 2026, (ii) funded the partial redemption of $217 million of CVR Energy’s existing $400 million in aggregate principal amount of 5.75% senior unsecured notes due 2028 at par in February 2026, resulting in a less than $1 million loss on extinguishment of debt in the three months ended March 31, 2026, and (iii) repaid the aggregate principal balance of CVR Energy’s senior secured term loan facility (the “Term Loan”), resulting in a $3 million loss on extinguishment of debt in the three months ended March 31, 2026.

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 (the “Term Loan”), resulting in a $3 million loss on extinguishment of debt in the six months ended June 30, 2026.

Viskase Private Placement

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

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

Viskase Merger

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

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

(“Enzon Preferred Stock”).

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

1 unchanged sentence

The Merger was consummated on March 26, 2026.

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

As a result of the Merger, the combined company now operates under the name “Viskase Holdings, Inc.” and as of June 30, 2026, we own approximately 94% of the outstanding common stock of the combined company.

Potential Strategic Transactions

1 unchanged sentence

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

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

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

Investment Fund Redemption

As of June 30, 2026 we own approximately 71% of the total outstanding common stock of CVR Energy and approximately 3% of the total outstanding common units of CVR Partners.

As of June 30, 2026, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

Investment Fund Redemptions

See “Investment Funds Redemptions” below under “Liquidity and Capital Resources.”

2 unchanged sentences

Our operating businesses comprise consolidated subsidiaries which operate in various industries and are managed on a decentralized basis.

In addition to our Investment segment’s revenues from investment transactions, revenues for our operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate.

In addition to our Investment segment’s revenues from investment transactions, revenues for

our operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate.

Due to the structure and nature of our business, we primarily discuss the results of operations by individual reporting segment in order to better understand our consolidated operating performance.

4 unchanged sentences

Furthermore, shifts in demand and tightening credit market conditions could impact our financial stability.

Increased tariffs, both by the U.S.

Fluctuating tariffs, both by the U.S.

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

economic trade policy, and economic uncertainty has led to increased

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

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

The impact of tariffs and associated impacts on global trade have not significantly affected our operating businesses as of June 30, 2026.

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

3 unchanged sentences

Attributable to Icahn Enterprises

Three Months Ended March 31,

Three Months Ended June 30,

(in millions)

3 unchanged sentences

Other operating segments

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

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

As of March 31, 2026 and December 31, 2025, the total fair market value of investments in the Investment Funds made by Mr.

Net Income (Loss)

Attributable to Icahn Enterprises

Six Months Ended June 30,

(in millions)

Holding Company

Other Operating Segments:

Food Packaging

Other operating segments

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

As of June 30, 2026 and December 31, 2025, we had investments with a fair market value of approximately $2.0 billion and $2.7 billion, respectively in the Investment Funds.

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.

As of March 31, 2026, Mr.

As of June 30, 2026, Mr.

Icahn and his affiliates have pledged approximately $330 million of interests in the Investment Funds.

4 unchanged sentences

Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future.

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

Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of March 31, 2026.

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

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

Refer to the “Investment Segment Liquidity”

section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of and subsequent to June 30, 2026.

For the three months ended June 30, 2026 and 2025, our Investment Funds’ returns were (10.9)% and (0.5)%, respectively.

For the six months ended June 30, 2026 and 2025, our Investment Funds’ returns were (18.2)% and (8.8)%, respectively.

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

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

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

Three Months Ended March 31,

The following tables set forth the performance attribution and net income (loss) for the Investment Funds’ returns for the three and six months ended June 30, 2026 and 2025, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative instruments.

Three Months Ended June 30,

Six Months Ended June 30,

Long positions

Short positions

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Long positions

Short positions

Three Months Ended March 31, 2026 and 2025

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

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

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

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

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

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

Three Months Ended June 30, 2026 and 2025

For the three months ended June 30, 2026, the Investment Funds’ performance was primarily driven by net losses in short positions, offset in part by net gains in long positions.

The performance of our Investment segment’s short positions was primarily driven by net losses from broad market hedges of $332 million and net losses in the energy sector of $99 million related to losses on refining hedges, which represent certain equity and commodity derivative positions intended to serve as economic hedges against the value of CVR Energy.

The performance of our Investment segment’s long positions was primarily driven by net gains from the consumer, cyclical and industrials sectors of $136 million.

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

The performance of our Investment segment’s short positions was driven primarily by net losses from broad market hedges of $147 million and net losses in the energy sector of $81 million.

The performance of our Investment segment’s long positions was primarily driven by net gains from the consumer cyclical sector of $144 million.

Six Months Ended June 30, 2026 and 2025

For the six months ended June 30, 2026, the Investment Funds’ performance was primarily driven by net losses in short positions, offset in part by net gains in long positions.

The performance of our Investment segment’s short positions was primarily driven by net losses in the energy sector of $523 million related to losses on refining hedges, which represent certain equity and commodity derivative positions intended to serve as economic hedges against the

value of CVR Energy, and net losses from broad market hedges of $292 million.

The performance of our Investment segment’s long positions was primarily driven by net gains from the utilities and industrials sectors of $226 million.

For the six months ended June 30, 2025, the Investment Funds’ performance was primarily driven by net losses in long and short positions.

The performance of our Investment segment’s long positions was driven primarily by net losses from the healthcare and industrials sectors of $376 million, offset in part by net gains from the utilities sector of $116 million.

The performance of our Investment segment’s short positions was primarily driven by net losses from the energy and utilities sectors of $144 million and net losses from broad market hedges of $63 million.

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

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

The petroleum business accounted for approximately 92% and 89% of our Energy segment’s net sales for the six months ended June 30, 2026 and 2025, respectively.

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

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

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

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

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

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

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

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

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

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

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

The recent escalation of conflicts in the Middle East has contributed to increased volatility in global energy, oil and fertilizer markets by disrupting supply chains, key trade routes, including the Strait of Hormuz, and commodity pricing, which may adversely affect the Energy segment’s results of operations.

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

7 unchanged sentences

and around the globe, including concerns over inflation, recession and slowing growth.

In addition, the ongoing Russian/Ukraine war and Middle East conflicts and tensions continue to present significant geopolitical risks with direct implications to the global oil, fertilizer, and agriculture markets.

addition, the ongoing Russian/Ukraine war and Middle East conflicts and tensions continue to present significant geopolitical risks with direct implications to the global oil, fertilizer, and agriculture markets.

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

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

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

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Cost of goods sold

Three Months Ended March 31, 2026 and 2025

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

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

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

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

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

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

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

Gross profit (loss)

Three Months Ended June 30, 2026 and 2025

Net sales for our Energy segment increased by $977 million (55%) for the three months ended June 30, 2026 as compared to the comparable prior year period primarily due to an increase in our petroleum business’ net sales of $978 million and an increase in our nitrogen fertilizer business’ net sales of $35 million.

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

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

Cost of goods sold for our Energy segment increased by $793 million (43%) for the three months ended June 30, 2026 as compared to the comparable prior year period.

The increase was primarily due to higher petroleum throughput volumes as a result of the 2025 Coffeyville Refinery Turnaround in the prior period, an increase in the cost of RFS compliance in the current period, and unfavorable derivatives impact of $80 million resulting primarily from losses on open crack swap positions in the current period, offset in part by favorable inventory valuation impacts of $19 million, primarily related to an increase in crude oil prices in the current period compared to a decrease in price in the previous period.

Gross profit for our Energy segment increased by $184 million for the three months ended June 30, 2026 as compared to the comparable prior year period.

Gross margin was 4% and (4)% for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 and 2025

Net sales for our Energy segment increased by $1.3 billion (38%) for the six months ended June 30, 2026 as compared to the comparable prior year period primarily due to an increase in our petroleum business’ net sales of $1.3 billion and an increase in our nitrogen fertilizer business’ net sales of $72 million.

The increase in the petroleum business’ net sales was driven by higher throughput volumes in the current period as a result of the 2025 Coffeyville Refinery Turnaround in the prior period combined with higher gasoline and distillate prices in the current period, offset in part by lower revenue from sales of crude oil in 2026 due to inventory management activities during the 2025 Coffeyville Refinery Turnaround.

Our nitrogen fertilizer business’ net sales increased primarily due to favorable UAN and ammonia sales prices combined with favorable ammonia sales volumes, offset in part by decreased UAN sales volumes.

Cost of goods sold for our Energy segment increased by $1.1 billion (32%) for the six months ended June 30, 2026 as compared to the comparable prior year period.

The increase was primarily from our petroleum business, mainly due to higher throughput volumes as a result of the 2025 Coffeyville Refinery Turnaround in the prior period, an increase in the

cost of RFS compliance in the current period, and unfavorable derivatives impact of $275 million resulting primarily from losses on open crack swap positions in the current period, offset in part by favorable inventory valuation impacts of $138 million, primarily related to an increase in crude oil prices in the current period compared to a decrease in price in the previous period.

Gross loss for our Energy segment decreased by $171 million for the six months ended June 30, 2026 as compared to the comparable prior year period.

Gross margin was 0% and (5)% for the six months ended June 30, 2026 and 2025, respectively.

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

2 unchanged sentences

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

We exited the Aftermarket Parts business in the first quarter of 2025.

In July of 2026, Icahn Automotive entered into the Pep Boys Purchase Agreement, pursuant to which we will sell Pep Boys to Mavis.

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

2 unchanged sentences

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

The Real Estate segment will continue to hold this real estate following the completion of the sale of Pep Boys pursuant to the Pep Boys Purchase Agreement, and lease the properties to Mavis.

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

1 unchanged sentence

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

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

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

Our Automotive segment’s priorities include:

● Positioning the Automotive Services broad offerings to take advantage of opportunities in the do-it-for-me market and vehicle fleets;

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

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

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

● Investment to improve the overall customer experience through process, facilities and automation;

● Investment in employees with focus on training and career development;

● Business process improvements and sharing best practices through investments in people, technology, and our overall supply chain.

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

The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit.

3 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Net sales and other revenues from operations

Cost of goods sold and other expenses from operations

Three Months Ended March 31, 2026 and 2025

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

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

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

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

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

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

Three Months Ended June 30, 2026 and 2025

Net sales and other revenues from operations for our Automotive segment for the three months ended June 30, 2026 decreased by $14 million (4%) as compared to the comparable prior year period.

The decrease was primarily due to the strategic closure of underperforming locations, which reduced revenues by $12 million in the current period.

Cost of goods sold and other expenses from operations for the three months ended June 30, 2026 decreased by $16 million (6%) as compared to the comparable prior year period.

The decrease was mostly attributable to reduced costs from closed stores of $8 million and decreased labor costs from closed stores of $5 million.

Gross profit for the three months ended June 30, 2026 increased by $2 million (2%) from the comparable prior year period.

Gross margin was 29% and 27% for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 and 2025

Net sales and other revenues from operations for our Automotive segment for the six months ended June 30, 2026 decreased by $25 million (4%) as compared to the comparable prior year period.

The decrease was primarily due to the strategic closure of underperforming locations, which reduced revenues by $28 million in the current period, offset in part by price increases of $4 million.

Cost of goods sold and other expenses from operations for the six months ended June 30, 2026 decreased by $42 million (8%) as compared to the comparable prior year period.

The decrease was mostly attributable to reduced costs from closed stores of $16 million and decreased labor costs from closed stores of $10 million.

Gross profit for the six months ended June 30, 2026 increased by $17 million (10%) from the comparable prior year period.

Gross margin was 29% and 26% for the six months ended June 30, 2026 and 2025, respectively.

Food Packaging

3 unchanged sentences

These actions are intended to support increased production volumes while reducing costs and waste.

Implementation of the plan is causing interim disruption, but its objective is to maintain global production capability while achieving improved cost structure.

The restructuring activities are expected to be substantially completed during the first half of 2026.

Implementation of the plan is

causing interim disruption, but its objective is to maintain global production capability while achieving improved cost structure.

The restructuring activities were substantially completed during the first half of 2026.

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

Three Months Ended March 31, 2026 and 2025

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

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

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

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

Three Months Ended June 30, 2026 and 2025

Net sales for the three months ended June 30, 2026 decreased $7 million (7%) as compared to the comparable prior year period.

The decrease was primarily due to volume-related decreases of $11 million, offset in part by favorable effects of an increase in price and product mix of $3 million and favorable foreign exchange of $1 million.

Cost of goods sold for the three months ended June 30, 2026 decreased $7 million (8%) as compared to the comparable prior year period primarily due to lower volumes of product sold due to temporary capacity constraints.

Gross margin as a percentage of net sales was 13% and 12% for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 and 2025

Net sales for the six months ended June 30, 2026 decreased $14 million (7%) as compared to the comparable prior year period.

The decrease was primarily due to volume-related decreases of $23 million, offset in part by favorable effects of an increase in price and product mix of $4 million and favorable foreign exchange of $5 million.

Cost of goods sold for the six months ended June 30, 2026 decreased $9 million (5%) as compared to the comparable prior year period primarily due to lower volumes of product sold due to temporary capacity constraints.

Gross margin as a percentage of net sales was 12% and 14% for the six months ended June 30, 2026 and 2025, respectively.

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

1 unchanged sentence

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

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

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

Net sales and other revenues from operations for the three and six months ended June 30, 2026 was primarily derived from the sale of single-family homes, resort and country club operations.

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

2 unchanged sentences

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

Three Months Ended March 31, 2026 and 2025

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

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

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

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

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

The Real Estate segment will continue to hold this real estate following the completion of the sale of Pep Boys pursuant to the Pep Boys Purchase Agreement, and lease the properties to Mavis.

Three Months Ended June 30, 2026 and 2025

Net sales for the three months ended June 30, 2026 decreased $1 million (100%) as compared to the comparable prior year period due to a decrease in single-family home sales.

Cost of goods sold for the three months ended June 30, 2026 decreased $1 million (100%) as compared to the prior year period due to a decrease in single-family home sales.

Gross margin as a percentage of net sales was 0% and 0% for the three months ended June 30, 2026 and 2025, respectively.

Other revenues from operations for the three months ended June 30, 2026 increased $2 million (12%) as compared to the comparable prior year period due to higher rental revenues.

Other expenses from operations for the three months ended June 30, 2026 increased by $6 million (35%) as compared to the comparable prior year period due to higher lease expenses related to the transfer of properties from the Automotive segment.

Six Months Ended June 30, 2026 and 2025

Net sales for the six months ended June 30, 2026 increased $2 million (200%) as compared to the comparable prior year period due to an increase in single-family home sales.

Cost of goods sold for the six months ended June 30, 2026 increased $2 million (200%) as compared to the prior year period due to an increase in single-family home sales.

Gross margin as a percentage of net sales was 0% for each of the six months ended June 30, 2026 and 2025.

Other revenues from operations for the six months ended June 30, 2026 increased $3 million (9%) as compared to the comparable prior year period due to higher rental revenues.

Other expenses from operations for the six months ended June 30, 2026 increased by $9 million (27%) as compared to the comparable prior year period due to higher lease expenses related to the transfer of properties from the Automotive segment.

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

Three Months Ended March 31, 2026 and 2025

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

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

Three Months Ended June 30, 2026 and 2025

Net sales for the three months ended June 30, 2026 decreased by $3 million (7%) as compared to the comparable prior year period mostly due to lower demand from our retail business.

Cost of goods sold for the three months ended June 30, 2026 decreased $4 million (12%).

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

These unfavorable impacts were largely offset by a $4 million refund related to tariffs imposed under the International Emergency Economic Powers Act (“ IEEPA”), which favorably reduced cost of goods sold during the period.

Gross margin as a percentage of net sales was 26% and 21% for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 and 2025

Net sales for the six months ended June 30, 2026 decreased by $5 million (6%) as compared to the comparable prior year period mostly due to lower demand from our retail business.

Cost of goods sold for the six months ended June 30, 2026 decreased $3 million (5%).

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

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

These unfavorable impacts were largely offset by a $4 million refund related to IEEPA tariffs, which favorably reduced cost of goods sold during the period.

Gross margin as a percentage of net sales was 22% and 23% for the six months ended June 30, 2026 and 2025, respectively.

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

4 unchanged sentences

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

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

Three Months Ended March 31, 2026 and 2025

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

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

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

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

Three Months Ended June 30, 2026 and 2025

Net sales for the three months ended June 30, 2026 decreased $18 million (55%) as compared to the comparable prior year period primarily due to increased generic competition in the anti-obesity market resulting in decreased sales.

Cost of goods sold for the three months ended June 30, 2026 decreased $7 million (44%) as compared to the comparable prior year period primarily due to decreased sales.

Gross margin as a percentage of net sales was 40% and 52% for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 and 2025

Net sales for the six months ended June 30, 2026 decreased $26 million (46%) as compared to the comparable prior year period primarily due to increased generic competition in the anti-obesity market resulting in decreased sales.

Cost of goods sold for the six months ended June 30, 2026 decreased $11 million (38%) as compared to the comparable prior year period primarily due to decreased sales.

Gross margin as a percentage of net sales was 40% and 48% for the six months ended June 30, 2026 and 2025, respectively.

Holding Company

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

Our Holding Company’s results of operations primarily reflect the interest expense on its senior notes for each of the three and six months ended June 30, 2026 and 2025.

Other Consolidated Results of Operations

Selling, General and Administrative

Three Months Ended March 31, 2026 and 2025

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

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

Three Months Ended June 30, 2026 and 2025

Our consolidated selling, general and administrative costs during the three months ended June 30, 2026 decreased by $4 million (2%) as compared to the comparable prior year period.

The decrease was primarily due to lower costs in the Automotive segment of $4 million primarily related to lower marketing expenses.

Six Months Ended June 30, 2026 and 2025

Our consolidated selling, general and administrative costs during the six months ended June 30, 2026 increased by $4 million (1%) as compared to the comparable prior year period.

The increase was primarily due to higher costs in the Holding Company segment of $3 million.

Interest Expense

Three Months Ended March 31, 2026 and 2025

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

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

Three Months Ended June 30, 2026 and 2025

Our consolidated interest expense during the three months ended June 30, 2026 decreased by $8 million (6%) as compared to the comparable prior year period.

The decrease was primarily due to lower interest expense in our Energy segment of $4 million attributable to lower borrowing costs resulting from our Energy segment’s debt refinancing activities in the first quarter of 2026.

Six Months Ended June 30, 2026 and 2025

Our consolidated interest expense during the six months ended June 30, 2026 decreased by $13 million (5%) as compared to the comparable prior year period.

The decrease was primarily due to lower interest expense in our Energy segment of $8 million attributable to lower borrowing costs resulting from our Energy segment’s debt refinancing activities in the first quarter of 2026 and lower interest expense in our Investment segment of $7 million attributable to changes in short exposure composition.

Income Tax Expense

11 unchanged sentences

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

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

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

As of June 30, 2026, our Holding Company had cash and cash equivalents of approximately $381 million and total debt of approximately $4.4 billion.

The anticipated closing of the Pep Boys Transaction in the coming months is expected to provide additional cash to the Holding Company.

As of June 30, 2026, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.0 billion.

Following the end of the second quarter, the value of our investments in the Investment Funds have declined to approximately $1.7 billion as of July 31, 2026.

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

13 unchanged sentences

Notes held in treasury (1)

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

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

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

At December 31, 2025 total debt is net of notes held in treasury of $10 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027, $92 million aggregate principal amount of our 4.375% senior notes due 2029 and $50 million of 9.000% senior notes due 2030.

Holding Company debt consists of various issues of fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp.

8 unchanged sentences

In addition, the indentures require that on each quarterly determination date, Icahn Enterprises and the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein.

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

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

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

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

Additionally, each of the 5.250% senior notes due 2027, the 4.375% senior notes due 2029, the 10.000% senior notes due 2029 and the 9.000% senior notes due 2030 are subject to optional redemption premiums in the event we redeem any of the notes prior to six months before maturity.

Additionally, each of the 5.250% senior notes due 2027 (the “2027 Notes”), the 4.375% senior notes due 2029, the 10.000% senior notes due 2029 and the 9.000% senior notes due 2030 are subject to optional redemption premiums in the event we redeem any of the notes prior to six months before maturity.

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

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

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

If we do not refinance the 2027 Notes prior to their maturity in May of 2027, we anticipate that we would be able to repay the balance of the 2027 Notes

by redeeming some or all of our interests in the Investment Funds along with using cash at the Holding Company.

In addition, we could also seek additional financing sources.

As of June 30, 2026 and December 31, 2025, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures.

Additionally, as of June 30, 2026, based on covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness;

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

LP 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 LP unit as disclosed above.

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

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

2 unchanged sentences

Icahn and his affiliates in April 2026.

On May 4, 2026, the Board of Directors of the general partner of Icahn Enterprises declared a quarterly distribution in the amount of $0.50 per depositary unit, which will be paid on or about June 25, 2026 to depositary unitholders of record at the close of business on May 18, 2026.

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

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.

On August 3, 2026, the Board of Directors of the Icahn Enterprises GP (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.

1 unchanged sentence

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 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, in addition to the $269 million we repurchased prior to the Board’s reapproval of the Repurchase Program.

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

During the 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.

3 unchanged sentences

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

Our cash held at consolidated affiliated partnerships balance was $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.

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

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

As of June 30, 2026, the Investment Funds had a net short notional exposure of 30%.

The Investment Funds’ long exposure was 87% (87% long equity) and its short exposure was 117% (99% short equity and 18% short commodity).

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

The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at June 30, 2026.

Of the Investment Funds’ 87% long exposure, 54% was comprised of the fair value of its long positions and 33% was comprised mostly of single name equity forward and swap contracts.

6 unchanged sentences

For our counterparties who do not require cash collateral, funds available from lines of credit would decrease.

Investment Funds Redemption

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

Investment Funds Redemptions

During the six months ended June 30, 2026, Mr.

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

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

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

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

As of June 30, 2026 and December 31, 2025, the total fair market value of investments in the Investment Funds owned by the Company was approximately $2.0 billion and $2.7 billion, respectively, representing approximately 77% and 75% of the Investment Funds’ assets under management as of each respective date.

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.

Other Segment Liquidity

8 unchanged sentences

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

The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 at a redemption price equal to 104.250% of the principal amount in February 2026, resulting in a $28 million loss on extinguishment of debt in the three months ended March 31, 2026, (ii) funded the partial redemption of $217 million of CVR Energy’s existing $400 million in aggregate principal amount of 5.75% senior unsecured notes due 2028 at par in February 2026, resulting in a less than $1 million loss on extinguishment of debt in the three months ended March 31, 2026, and (iii) repaid the aggregate principal balance of CVR Energy’s Term Loan, resulting in a $3 million loss on extinguishment of debt in the three months ended March 31, 2026.

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

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

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

As of June 30, 2026, all of our subsidiaries were in compliance with all debt covenants.

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

9 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

Net Cash Provided By (Used In)

6 unchanged sentences

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

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

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

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

Holding Company

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities:

Cash payments for interest on senior unsecured notes

Cash payments for interest on senior notes

Interest and dividend income

Net cash receipts for income taxes, net of payments

Operating costs and other

4 unchanged sentences

Financing Activities:

Repayments and repurchases of Holding Company senior unsecured notes

Partnership contributions

Partnership distributions

Repurchase of senior notes held in treasury

Repayments and repurchases of Holding Company senior notes

Payments to acquire additional interests in subsidiaries

Other financing activities, net

(Decrease) increase in cash and cash equivalents and restricted cash and restricted cash equivalents

2 unchanged sentences

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

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

During the six months ended June 30, 2026, this includes cash from our Real Estate segment of $13 million, cash from our Energy segment of $8 million, cash from our Investment segment of $5 million, cash from our Pharma segment of $2 million and cash from our Home Fashion segment of $1 million.

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

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

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

During the six months ended June 30, 2026, changes in cash to operating segments was mainly attributable to cash paid to our Automotive segment of $150 million and our Real Estate segment of $26 million.

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

Subsidiary Dividends

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

For the second quarter of 2026, CVR Energy declared a cash dividend of $0.10 per share, which is payable August 17, 2026, to shareholders of record as of August 10, 2026.

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

Additionally, for the second quarter of 2026, CVR Partners declared a distribution of $6.08 per

common unit, or approximately $64 million, which is payable August 17, 2026 to unitholders of record as of August 10, 2026.

Our portion of the dividend is estimated to be approximately $2 million in cash.

Investment Segment

1 unchanged sentence

Other Operating Segments

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities:

5 unchanged sentences

Proceeds from sale of assets

Proceeds from sale of equity method investments

Return of equity method investment

10 unchanged sentences

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

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

The change in cash flows from operating activities for the six months ended June 30, 2026 as compared to the comparable prior year was primarily due to an increase in the operating results of our Energy segment.

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

2 unchanged sentences

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

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

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

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

During the six months ended June 30, 2026, this includes cash distributions paid from our Real Estate segment of $13 million, cash paid from our Energy segment of $8 million, cash paid from our Pharma segment of $2 million, and cash paid from our Home Fashion segment of $1 million.

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

Consolidated Capital Expenditures

5 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis