ICAHN ENTERPRISES L.P.

Previous wording

In March 2025, Viskase Companies, Inc. (“Viskase”) completed an equity private placement whereby we acquired an additional 7,142,858 shares of Viskase common stock for a purchase price $15 million. As of June 30, 2025, we owned approximately 91% of the total outstanding common stock of Viskase.

Current wording

In March and September 2025, Viskase completed equity private placements whereby we acquired an additional 7,142,858 and 7,042,254 shares of Viskase common stock for a purchase price of $15 million and $5 million, respectively. As of September 30, 2025, we owned approximately 92% of the total outstanding common stock of Viskase.

Previous wording

On June 20, 2025, Viskase, our majority owned subsidiary, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enzon Pharmaceuticals, Inc. (“Enzon”), of which we own 36,056,636 shares of common stock, which represents approximately 49% of the outstanding common stock of Enzon, and 39,277 shares of Enzon’s Series C Non-Convertible Redeemable Preferred Stock, which represents approximately 98% of the outstanding shares of such preferred stock. Pursuant to the Merger Agreement and certain agreements entered into in connection therewith, each share of Viskase common stock and each share of Enzon’s Series C Non-Convertible Redeemable Preferred Stock held by us will be converted into shares of Enzon common stock. Following the consummation of the merger, it is anticipated that the combined company will operate under the name "Viskase Holdings, Inc." and will trade on the OTCQX tier of the OTC market. The merger is expected to close in the fourth quarter of 2025, subject to approval by Enzon’s stockholders and other customary closing conditions. Following the completion of the merger, we anticipate that we will own approximately 91% of the combined company.

Current wording

On June 20, 2025, Viskase, our majority owned subsidiary, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enzon Pharmaceuticals, Inc. (“Enzon”), of which we own 36,056,636 shares of common stock, which represents approximately 49% of the outstanding common stock of Enzon, and 39,277 shares of Enzon’s Series C Non-Convertible Redeemable Preferred Stock, which represents approximately 98% of the outstanding shares of such preferred stock, and Icahn Enterprises Holdings and certain of its affiliates entered into a Support Agreement pursuant to which, among other things, it agreed to vote its shares of Enzon and Viskase in favor of the merger. On October 24, 2025, Enzon and Viskase entered into Amendment No. 1 to the Merger Agreement, and Enzon, Viskase and Icahn Enterprises Holdings entered into Amendment No 1. to the Support Agreement. Pursuant to the Merger Agreement, as amended and the Support Agreement, as amended, each share of Viskase common stock and each share of Enzon’s Series C Non-Convertible Redeemable Preferred Stock held by us will be converted into shares of Enzon common stock. Following the consummation of the merger, it is anticipated that the combined company will operate under the name “Viskase Holdings, Inc.” The merger is expected to close in the first quarter of 2026, subject to approval by Enzon’s stockholders and other customary closing conditions. Following the completion of the merger, we anticipate that we will own between approximately 92% and 93% of the combined company, with our ultimate ownership percentage dependent upon the number of shares of Enzon Series C Non-Convertible Redeemable Preferred Stock elected to be converted into shares of Enzon common stock by holders other than us.

Previous wording

or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”). There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. As of June 30, 2025 we own approximately 70% of the total outstanding common stock of CVR Energy and approximately 3% of the total outstanding common units of CVR Partners.

Current wording

As previously disclosed, we are considering, with CVR Energy, Inc. (“CVR Energy”), potential strategic transactions available to CVR Energy and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”). There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. As of September 30, 2025 we own approximately 70% of the total outstanding common stock of CVR Energy and approximately 3% of the total outstanding common units of CVR Partners. As of September 30, 2025, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

Previous wording

increasing electric vehicles and liquid natural gas and other improvements in fuel efficiencies and changes in regulatory policies could adversely affect operations, in particular in our Energy segment. Our ability to generate sufficient cash from our operating activities in the current commodity price environment, sell non-core assets, access capital markets, incur additional debt or take any other action to improve our liquidity is subject to the risks discussed in this Quarterly Report on Form 10-Q and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, and depends on our future operational performance, which is subject to general economic, political, financial, competitive, and other factors, some of which may be beyond our control. Furthermore, shifts in demand and tightening credit market conditions could impact our financial stability. Increased tariffs, both by the U.S. and globally, ongoing and future trade conflicts and changes in U.S. economic trade policy, and economic uncertainly has led to increased volatility. The impact of tariffs and associated impacts on global trade has not been significant as of June 30, 2025.

Current wording

increasing electric vehicles and liquid natural gas and other improvements in fuel efficiencies and changes in regulatory policies could adversely affect operations, in particular in our Energy segment. Our ability to generate sufficient cash from our operating activities in the current commodity price environment, sell non-core assets, access capital markets, incur additional debt or take any other action to improve our liquidity is subject to the risks discussed in this Quarterly Report on Form 10-Q and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, and depends on our future operational performance, which is subject to general economic, political, financial, competitive, and other factors, some of which may be beyond our control. Furthermore, shifts in demand and tightening credit market conditions could impact our financial stability. Increased tariffs, both by the U.S. and globally, ongoing and future trade conflicts and changes in U.S. economic trade policy, and economic uncertainly has led to increased volatility. The impact of tariffs and associated impacts on global trade have not significantly affected our operating businesses as of September 30, 2025.

Previous wording

We invest our proprietary capital through various private investment funds (“Investment Funds”). As of June 30, 2025 and December 31, 2024, we had investments with a fair market value of approximately $2.4 billion and $2.7 billion, respectively in the Investment Funds. As of June 30, 2025 and December 31, 2024, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $1.1 billion and $1.5 billion, respectively. As of June 30, 2025, Mr. Icahn and his affiliates have pledged approximately $798 million of interests in the Investment Funds.

Current wording

We invest our proprietary capital through various private investment funds (“Investment Funds”). As of September 30, 2025 and December 31, 2024, we had investments with a fair market value of approximately $2.4 billion and $2.7 billion, respectively in the Investment Funds. As of September 30, 2025 and December 31, 2024, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $0.8 billion and $1.5 billion, respectively. As of September 30, 2025, Mr. Icahn and his affiliates have pledged approximately $513 million of interests in the Investment Funds.

Previous wording

For the three months ended June 30, 2025 and 2024, our Investment Funds’ returns were (0.5)% and (8.1)%, respectively. For the six months ended June 30, 2025 and 2024, our Investment Funds’ returns were (8.9)% 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.

Current wording

For the three months ended September 30, 2025 and 2024, our Investment Funds’ returns were (0.5)% and 7.6%, respectively. For the nine months ended September 30, 2025 and 2024, our Investment Funds’ returns were (9.3)% and (1.9)%, respectively. 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.

Previous wording

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, 2025 and 2024, respectively, and includes performance of all investment and derivative position types including the impact of the use of leverage through options, short sales, swaps, forwards and other derivative instruments.

Current wording

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

Previous wording

For the three months ended June 30, 2025, the Investment Funds’ negative performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The negative performance of our Investment segment’s short positions was driven primarily by net losses from broad market hedges of $147 million and net losses in the energy sector of $81 million. The positive performance of our Investment segment’s long positions was primarily driven by net gains from the consumer cyclical sector of $144 million.

Current wording

For the three months ended September 30, 2025, the Investment Funds’ negative performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The negative performance of our Investment segment’s short positions was driven primarily by net losses in the energy sector of $178 million and net losses from broad market hedges of $147 million. The positive performance of our Investment segment’s long positions was primarily driven by net gains from the communications and utilities sectors of $304 million.

Previous wording

For the three months ended June 30, 2024, the Investment Funds’ negative performance was primarily driven by net losses in long positions, which includes the impact of derivatives, offset in part by net gains in short positions. The negative performance of our Investment segment’s long positions was driven primarily by net losses from the healthcare and energy sectors of $861 million. The positive performance of our Investment segment’s short positions was driven by net gains in the energy sector of $485 million.

Current wording

For the three months ended September 30, 2024, the Investment Funds’ positive performance was primarily driven by net gains in long positions, which includes the impact of derivatives, offset in part by net losses in short positions. The positive performance of our Investment segment’s long positions was driven primarily by net gains from the healthcare and utilities sectors of $332 million. The negative performance of our Investment segment’s short positions was primarily driven by losses from the materials and utilities sectors of $158 million and losses from the broad market hedges of $129 million, partially offset by gains in the energy sector of $157 million.

Previous wording

Our Energy segment is primarily engaged in the petroleum refining, renewable fuels and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 89% and 92% of our Energy segment’s net sales for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Our Energy segment is primarily engaged in the petroleum refining, renewable fuels and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 89% and 91% of our Energy segment’s net sales for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

In addition to geopolitical conditions, such as the ongoing conflict in the Middle East and the impact of the Russia/Ukraine conflict, there are long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S. economic trade policy that may impact the demand for and inventory of refined products. These factors include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles. The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels, purchase renewable identification numbers (“RINs”), to the extent available, in lieu of blending, or face liability. The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supporting credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled. The costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including the petroleum business’ obligated-party subsidiaries, biofuels groups and others. Refer to Note 16, “Commitments and Contingencies,” to the consolidated financial statements for further discussion of RINs.

Current wording

In addition to geopolitical conditions, such as the continued conflicts and tensions in the Middle East and the impact of the Russia/Ukraine conflict, there are long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S. economic trade policy that may impact the demand for and inventory of refined products. These factors include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles. The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels, purchase renewable identification numbers (“RINs”), to the extent available, in lieu of blending, or face liability. The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supporting credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled. The costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including the petroleum business’ obligated-party subsidiaries, biofuels groups and others. Refer to Note 16, “Commitments and Contingencies,” to the consolidated financial statements for further discussion of RINs.

Previous wording

Ongoing and recently proposed changes to the U.S. global trade policy, along with actual and potential international retaliatory measures, have continued to cause volatility in global markets and uncertainty around short and long-term economic impacts in the U.S. 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. 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.

Current wording

Ongoing and recently proposed changes to the U.S. global trade policy, along with actual and potential international retaliatory measures, have continued to cause volatility in global markets and uncertainty around short and long-term economic impacts in the U.S. 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. 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

Previous wording

Net sales for our Energy segment decreased by $422 million (11%) for the six months ended June 30, 2025 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales of $477 million, offset in part by an increase in our renewable business’ net sales of $6 million and an increase in our nitrogen fertilizer business’ net sales by $49 million over the comparable period. The decrease in the petroleum business’ net sales was driven by lower sales volumes as a result of planned maintenance at the Coffeyville Refinery, resulting in lower production. Our renewables business’ net sales increased due to higher production and sales volumes coupled with increased biodiesel RIN prices partially offset by the expiration of the blenders tax credit. Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) and ammonia sales volumes and higher pricing.

Current wording

Net sales for our Energy segment increased by $111 million (6%) for the three months ended September 30, 2025 as compared to the comparable prior year period due to an increase in our petroleum business’ net sales of $91 million and an increase in our nitrogen fertilizer business’ net sales by $40 million over the comparable period, offset in part by a decrease in our renewable business’ net sales of $20 million. The increase in the petroleum business’ net sales was driven by higher sales volumes as a result of increased throughput volumes combined with higher distillate prices in the current year period, offset in part by lower gasoline prices in the current year period. Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) and ammonia sales prices, offset in part by decreased UAN and ammonia sales volumes. Our renewables business’ net sales decreased due to the expiration of the blenders tax credit, offset in part by increased biodiesel RIN prices.

Previous wording

Net sales for our Energy segment decreased by $205 million (10%) for the three months ended June 30, 2025 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales of $234 million and a decrease in our renewable business’ net sales of $5 million, offset in part by an increase in our nitrogen fertilizer business’ net sales by $34 million over the comparable period. The decrease in the petroleum business’ net sales was driven by lower sales volumes as a result of planned maintenance at the Coffeyville Refinery. Our renewables business’ net sales decreased due to the expiration of the blenders tax credit, partially offset by higher production and sales volumes and increased biodiesel RIN prices. Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) sales volumes, higher pricing, and favorable ammonia sales volumes and prices.

Current wording

Net sales for our Energy segment decreased by $311 million (5%) for the nine months ended September 30, 2025 as compared to the comparable prior year period due to a decrease in our petroleum business’ net sales of $386 million and a decrease in our renewable business’ net sales of $14 million, offset in part by an increase in our nitrogen fertilizer business’ net sales by $89 million over the comparable period. The decrease in the petroleum business’ net sales was driven by lower throughput volumes as a result of planned maintenance at the Coffeyville Refinery combined with lower gasoline and distillate prices. Our renewables business’ net sales decreased due to the expiration of the blenders tax credit, offset in part by increased biodiesel RIN prices. Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) sales volumes and prices combined with favorable ammonia sales prices, offset in part by decreased ammonia sales volumes.

Previous wording

Cost of goods sold for our Energy segment decreased by $48 million (1%) for the six months ended June 30, 2025 as compared to the comparable prior year period. The decrease was primarily from our petroleum business, mainly due to lower production as a result of planned maintenance at the Coffeyville Refinery. Gross profit for our Energy segment decreased by $374 million for the six months ended June 30, 2025 as compared to the comparable prior year period. Gross margin was (5%) and 5% for the six months ended June 30, 2025 and 2024, respectively. The decrease in gross margin was primarily attributable to the petroleum business, as a result of lower refining margins driven by increased RFS expenses of $309 million in the current year, unfavorable sales volume impacts related to the Coffeyville Refinery 2025 planned maintenance, offset in part by increased crack spreads and favorable derivative impacts of $13 million as compared to the prior year period.

Current wording

Cost of goods sold for our Energy segment decreased by $567 million (10%) for the nine months ended September 30, 2025 as compared to the comparable prior year period. The decrease was primarily from our petroleum business, mainly due to favorable RFS impacts in the current period and lower production in the prior year as a result of planned maintenance at the Coffeyville Refinery. Gross profit for our Energy segment increased by $256 million for the nine months ended September 30, 2025 as compared to the comparable prior year period. Gross margin was 7% and 2% for the nine months ended September 30, 2025 and 2024, respectively. The increase in gross margin was primarily attributable to the petroleum business, as a result of favorable RFS impacts and higher refining margins driven by improved gasolines and distillate crack spreads, primarily due to lower inventory levels and improving demand trends in the current year period, offset in part by lower sales volumes in the current year period.

Previous wording

In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases previously utilized by the Aftermarket Parts business. During this multi-year transformation plan, the Automotive segment has continued investing capital to repurpose these locations for future multi-tenant use. 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 has additional excess real estate available to lease. This change has delayed certain aspects of the ongoing transformation plan and has resulted in reduced cash flows during the anticipated lease-up period. We anticipate in the next phase of the transformation plan, the Real Estate segment will take control of the owned Automotive segment real estate. We believe this will reduce the Automotive Services business’s focus on real estate activities. The Automotive Services business will enter into fair market value lease agreements with the Real Estate segment, which will not impact consolidated cash flows but will result in increased cash outflows from the Automotive segment.

Current wording

In connection with its transformation plan, the Automotive segment leases available and excess real estate in certain locations under long-term operating leases previously utilized by the Aftermarket Parts business. During this multi-year transformation plan, the Automotive segment has continued investing capital to repurpose these locations for future multi-tenant use. In October 2025, we executed on the next phase of the transformation plan in which the Automotive segment transferred the majority of its owned real estate to the Real Estate segment. The Automotive Services business entered into fair market value lease agreements with the Real Estate segment, which will not impact consolidated cash flows but will result in increased cash outflows from the Automotive segment. We believe this will reduce the Automotive Services business’s focus on real estate activities and allow it to focus on managing its core business and executing its strategy.

Previous wording

Net sales and other revenues from operations for our Automotive segment for the six months ended June 30, 2025 decreased by $47 million (6%) as compared to the comparable prior year period. The decrease was attributable to a decrease in Automotive Services revenues of $31 million (4%) and a decrease in Aftermarket Parts revenues of $16 million (89%), due to the exit of the Aftermarket Parts business. The decrease in Automotive Services revenue was primarily attributable to industry headwinds, as well as the strategic closure of select underperforming domestic locations.

Current wording

Net sales and other revenues from operations for our Automotive segment for the three months ended September 30, 2025 increased by $7 million (2%) as compared to the comparable prior year period. The increase was attributable to an increase in Automotive Services revenues of $11 million (3%), offset in part by a decrease in Aftermarket Parts revenues of $4 million, due to the exit of the Aftermarket Parts business. The increase in Automotive Services revenue was primarily attributable to an increase in customer average price and car count.

Previous wording

Net sales and other revenues from operations for our Automotive segment for the three months ended June 30, 2025 decreased by $13 million (4%) as compared to the comparable prior year period. The decrease was attributable to a decrease in Automotive Services revenues of $8 million (2%) and a decrease in Aftermarket Parts revenues of $5 million (100%), due to the exit of the Aftermarket Parts business. The decrease in Automotive Services revenue was primarily attributable to the strategic closure of select underperforming domestic locations.

Current wording

Net sales and other revenues from operations for our Automotive segment for the nine months ended September 30, 2025 decreased by $40 million (4%) as compared to the comparable prior year period. The decrease was attributable to a decrease in Automotive Services revenues of $20 million (2%) and a decrease in Aftermarket Parts revenues of $20 million (91%), due to the exit of the Aftermarket Parts business. The decrease in Automotive Services revenue was primarily attributable to the strategic closure of select underperforming locations.

Previous wording

Cost of goods sold and other expenses from operations for the six months ended June 30, 2025 decreased by $7 million (1%) as compared to the comparable prior year period. The decrease was primarily attributable to lower revenues in Automotive Services. Gross profit for the six months ended June 30, 2025 decreased by $40 million (19%) from the comparable prior year period. Gross margin was 26% and 29% for the six months ended June 30, 2025 and 2024, respectively. The decline in gross margin was primarily due to strategic investments in labor.

Current wording

Cost of goods sold and other expenses from operations for the nine months ended September 30, 2025 decreased by $15 million (2%) as compared to the comparable prior year period. The decrease was primarily attributable to lower revenues in Automotive Services and a one-time inventory reserve in the comparable prior period. Gross profit for the nine months ended September 30, 2025 decreased by $25 million (8%) from the comparable prior year period. Gross margin was 26% and 27% for the nine months ended September 30, 2025 and 2024, respectively. The decline in gross margin was primarily due to strategic investments in shop labor.

Previous wording

During the first quarter of 2025, the segment commenced implementation of a restructuring plan designed to enhance operational efficiency and margin performance. The plan includes the consolidation of our North American facilities into a single, centralized location, along with investments in upgraded equipment at that facility. These actions are intended to support increased production volumes while reducing costs and waste. Implementation of the plan may create some 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 second half of 2025. During the six months ended June 30, 2025, the segment has recognized $5 million of restructuring expenses, which include employee severance costs and facility consolidation expenses, as well as $12 million of asset impairment charges.

Current wording

During the first quarter of 2025, the segment commenced implementation of a restructuring plan designed to enhance operational efficiency and margin performance. The plan includes the consolidation of our North American facilities into a single, centralized location, along with investments in upgraded equipment at that facility. 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. However, we do not expect the segment to realize the efficiency and performance gains from the restructuring until later in 2026, if at all. During the nine months ended September 30, 2025, the segment has recognized $7 million of restructuring expenses, which include employee severance costs and facility consolidation expenses, as well as $12 million of asset impairment charges. We have provided an additional $5 million through a private placement offering to our Food Packaging segment, bringing the aggregate to $20 million during the nine months ended September 30, 2025. If we had not provided additional capital the segment would not have met its debt obligations. The segment may require additional funding to meet future debt obligations.

Previous wording

Net sales for the six months ended June 30, 2025 decreased $15 million (7%) as compared to the comparable prior year period. The decrease was primarily due to lower volumes of $6 million and a decrease in price of $9 million. offset in party by favorable effects of foreign exchange of $2 million and an increase in price and product mix of $1 million. Cost of goods sold for the six months ended June 30, 2025 decreased $1 million (1%) as compared to the comparable prior year period, primarily due to effects of lower manufacturing performance. Gross margin as a percentage of net sales was 14% and 19% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Net sales for the three months ended September 30, 2025 decreased $10 million (10%) as compared to the comparable prior year period. The decrease was primarily due to lower volumes of $11 million, offset in part by an increase in price and product mix of $1 million. Cost of goods sold for the three months ended September 30, 2025 was flat as compared to the comparable prior year period. Gross margin as a percentage of net sales was 5% and 15% for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Net sales for the three months ended June 30, 2025 decreased $8 million (8%) as compared to the comparable prior year period. The decrease was primarily due to lower volumes of $7 million, a decrease in price and product mix of $3 million, offset in part by favorable effects of foreign exchange of $2 million. Cost of goods sold for the three months ended June 30, 2025 decreased $1 million (1%) as compared to the comparable prior year period, primarily due to effects of lower manufacturing performance. Gross margin as a percentage of net sales was 12% and 18% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Net sales for the nine months ended September 30, 2025 decreased $25 million (8%) as compared to the comparable prior year period. The decrease was primarily due to lower volumes of $18 million and a decrease in price of $8 million, offset in part by favorable effects of foreign exchange of $1 million. Cost of goods sold for the nine months ended September 30, 2025 decreased $1 million (1%) as compared to the comparable prior year period, primarily due to effects of lower manufacturing performance. Gross margin as a percentage of net sales was 11% and 18% for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes, and the operations of a resort and a country club. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations. Results from operations at investment properties and our country clubs are included in other revenues from operations in our consolidated statements of operations. Revenue from our real estate operations for the three and six months ended June 30, 2025 and 2024 was primarily derived from the sale of single-family homes and country club operations.

Current wording

Our Real Estate segment consists of investment properties which includes land, retail, office and industrial properties leased to corporate tenants, the development and sale of single-family homes, and the operations of a resort and a country club. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations. Results from operations at investment properties and our country clubs are included in other revenues from operations in our consolidated statements of operations. Revenue from our real estate operations for the three and nine months ended September 30, 2025 and 2024 was primarily derived from the sale of single-family homes and country club operations.

Previous wording

The Real Estate segment is actively marketing certain properties for sale. In November 2024, we entered into an agreement to sell certain leased properties, which is expected to close in the third quarter of 2025. These leased properties generated approximately $3 million in annual revenue. Additionally, in June 2025, we closed on the sale of a country club which resulted in a gain of $47 million. The country club generated approximately $33 million of revenue in the full year of 2024. As a result of this sale, we expect a corresponding reduction in future other revenues from operations on an annualized basis.

Current wording

The Real Estate segment is actively marketing certain properties for sale. In June 2025, we closed on the sale of a country club which resulted in a gain of $47 million. The country club generated approximately $33 million of revenue in the full year of 2024. In August 2025, we closed on the sale of certain properties, which resulted in a gain of $223 million. These properties generated approximately $3 million in annual lease revenue. As a result of these sales, we expect a corresponding reduction in other revenues from operations on an annualized basis.

Previous wording

Net sales for the three months ended June 30, 2025 decreased $9 million (90%) as compared to the comparable prior year period due to the decrease in single-family home sales. Cost of goods sold for the three months ended June 30, 2025 decreased $6 million (86%) as compared to the prior year period. Gross margin as a percentage of net sales was 0% and 30% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Net sales for the three months ended September 30, 2025 decreased $6 million (100%) as compared to the comparable prior year period due to the decrease in single-family home sales. Cost of goods sold for the three months ended September 30, 2025 decreased $5 million (100%) as compared to the prior year period. Gross margin as a percentage of net sales was 0% and 17% for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Other revenues from operations for the three months ended June 30, 2025 decreased $2 million (11%) as compared to the comparable prior year period due to the sale of a country club in the second quarter of 2025. Other expenses from operations for the three months ended June 30, 2025 decreased by $1 million (6%) as compared to the comparable prior year period.

Current wording

Other revenues from operations for the three months ended September 30, 2025 decreased $13 million (57%) as compared to the comparable prior year period due to the sale of a country club in the second quarter of 2025. Other expenses from operations for the three months ended September 30, 2025 decreased by $7 million (39%) as compared to the comparable prior year period.

Previous wording

Net sales for the six months ended June 30, 2025 decreased $10 million (91%) as compared to the comparable prior year period due to the decrease in single-family home sales. Cost of goods sold for the three months ended June 30, 2025 decreased $7 million (88%) as compared to the prior year period. Gross margin as a percentage of net sales was 0% and 27% for the six months ended June 30, 2025 and 2024.

Current wording

Net sales for the nine months ended September 30, 2025 decreased $16 million (94%) as compared to the comparable prior year period due to the decrease in single-family home sales. Cost of goods sold for the nine months ended September 30, 2025 decreased $12 million (92%) as compared to the prior year period. Gross margin as a percentage of net sales was 0% and 24% for the nine months ended September 30, 2025 and 2024.

Previous wording

Other revenues from operations for the six months ended June 30, 2025 decreased $2 million (6%) as compared to the comparable prior year period due to the sale of a country club in the second quarter of 2025. Other expenses from operations for the six months ended June 30, 2025 increased $1 million (3%) as compared to the comparable prior year period.

Current wording

Other revenues from operations for the nine months ended September 30, 2025 decreased $15 million (25%) as compared to the comparable prior year period due to the sale of a country club in the second quarter of 2025. Other expenses from operations for the nine months ended September 30, 2025 decreased $6 million (12%) as compared to the comparable prior year period.

Previous wording

Net sales for the three months ended June 30, 2025 decreased by $2 million (5%) as compared to the comparable prior year period mostly due to lower demand from our US retail business. Cost of goods sold for the three months ended June 30, 2025 was flat compared to the comparable prior year period. Gross margin as a percentage of net sales was 21% and 25% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Net sales for the three months ended September 30, 2025 decreased by $5 million (11%) as compared to the comparable prior year period mostly due to lower demand from our US retail and hospitality business. Cost of goods sold for the three months ended September 30, 2025 decreased $3 million (8%) mostly due to lower volumes as compared to the comparable prior year period. Gross margin as a percentage of net sales was 17% and 19% for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Net sales for the six months ended June 30, 2025 increased by $3 million (4%) as compared to the comparable prior year period mostly due to higher demand from our UK hospitality and international business. Cost of goods sold for the six months ended June 30, 2025 increased by $4 million (7%) compared to the comparable prior year period mostly due to customer mix. Gross margin as a percentage of net sales was 23% and 25% for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Net sales for the nine months ended September 30, 2025 decreased by $2 million (2%) as compared to the comparable prior year period mostly due to lower demand from our US hospitality business. Cost of goods sold for the nine months ended September 30, 2025 increased by $1 million (1%) compared to the comparable prior year period mostly due to customer mix. Gross margin as a percentage of net sales was 21% and 23% for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

segment has launched its weight loss treatment in the UAE and in several EU countries including Poland, Denmark, Finland, Sweden and Iceland. Additionally, launches in twelve other European countries and six additional countries in the Middle East are planned. Our Pharma segment anticipates these new launches will eventually offset the lost revenue in the US.

Current wording

Pursuant to previously announced settlement agreements, in 2025, two competitors launched competing generic products to the patent protected weight loss treatment sold within our Pharma segment in the United States, which has caused, and we anticipate will continue to cause, a moderate reduction of prescription volume in the retail pharmacy market in the United States. The Pharma segment has launched its weight loss treatment in the UAE and in several EU countries including Poland, Denmark, Finland, Sweden and Iceland. Additionally, launches in twelve other European countries and six additional countries in the Middle East are planned. Our Pharma segment anticipates these new launches will eventually offset the lost revenue in the US.

Previous wording

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, 2025 and 2024.

Current wording

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

Previous wording

Our consolidated selling, general and administrative costs during the six months ended June 30, 2025 increased by $32 million (9%) as compared to the comparable prior year period. The increase was primarily due to higher costs in the Automotive segment of $17 million mostly related to increased marketing and payroll expenses and the Energy segment of $9 million.

Current wording

Our consolidated selling, general and administrative costs during the three months ended September 30, 2025 increased by $16 million (8%) as compared to the comparable prior year period. The increase was primarily due to higher costs in the Automotive segment of $10 million mostly related to increased marketing and payroll expenses.

Previous wording

Our consolidated selling, general and administrative costs during the three months ended June 30, 2025 increased by $24 million (13%) as compared to the comparable prior year period. The increase was primarily due to higher costs in the Automotive segment of $14 million mostly related to increased marketing and payroll expenses and the Energy segment of $7 million.

Current wording

Our consolidated selling, general and administrative costs during the nine months ended September 30, 2025 increased by $48 million (8%) as compared to the comparable prior year period. The increase was primarily due to higher costs in the Automotive segment of $27 million mostly related to increased marketing and payroll expenses and the Energy segment of $12 million.

Previous wording

Our consolidated interest expense during the six months ended June 30, 2025 increased by $7 million (3%) as compared to the comparable prior year period. The increase was primarily due to higher interest expense for our Holding Company segment of $13 million and our Energy segment of $12 million, offset in part by lower interest expense in our Investment segment of $34 million attributable to changes in short exposure composition.

Current wording

Our consolidated interest expense during the three months ended September 30, 2025 decreased by $8 million (6%) as compared to the comparable prior year period. The decrease was primarily due to lower interest expense in our Investment segment of $15 million attributable to changes in short exposure composition, offset in part by higher interest expense in our Holding Company segment of $6 million.

Previous wording

Our consolidated interest expense during the three months ended June 30, 2025 increased by $1 million (1%) as compared to the comparable prior year period. The increase was primarily due to higher interest expense for our Energy segment of $10 million and in our Holding Company segment of $5 million, offset in part by lower interest expense in our Investment segment of $15 million attributable to changes in short exposure composition.

Current wording

Our consolidated interest expense during the nine months ended September 30, 2025 decreased by $15 million (4%) as compared to the comparable prior year period. The decrease was primarily due to lower interest expense in our Investment segment of $49 million attributable to changes in short exposure composition, offset in part by higher interest expense in our Holding Company segment of $19 million and our Energy segment of $15 million.

Previous wording

We are a holding company. Our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units depends on the cash flow resulting from divestitures, equity offerings and debt financings, interest income, returns on our interests in the Investment Funds and the payment of funds to us by our subsidiaries in the form of loans, dividends and distributions. We may pursue various means to raise cash from our subsidiaries. To date, such means include receipt of dividends and distributions from subsidiaries, obtaining loans or other financings based on the asset values of subsidiaries or selling debt or equity securities of subsidiaries through capital market transactions. To the degree any distributions and transfers are impaired or prohibited, our ability to make payments on our debt or distributions on our depositary units could be limited. The operating results of our subsidiaries may not be sufficient for them to make distributions to us. In October 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and continued not to pay dividends in the first and second quarters of 2025, which reduced our cash flow for the relevant periods. In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements.

Current wording

We are a holding company. Our cash flow and our ability to meet our debt service obligations and make distributions with respect to depositary units depends on the cash flow resulting from divestitures, equity offerings and debt financings, interest income, returns on our interests in the Investment Funds and the payment of funds to us by our subsidiaries in the form of loans, dividends and distributions. We may pursue various means to raise cash from our subsidiaries. To date, such means include receipt of dividends and distributions from subsidiaries, obtaining loans or other financings based on the asset values of subsidiaries or selling debt or equity securities of subsidiaries through capital market transactions. To the degree any distributions and transfers are impaired or prohibited, our ability to make payments on our debt or distributions on our depositary units could be limited. The operating results of our subsidiaries may not be sufficient for them to make distributions to us. In October 2024, CVR Energy, our subsidiary in our Energy segment, elected to suspend payment of its cash dividend, and continued not to pay dividends in the first, second and third quarters of 2025, which reduced our cash flow for the relevant periods. In addition, our subsidiaries are not obligated to make funds available to us and distributions and intercompany transfers from our subsidiaries to us may be restricted by applicable law or covenants contained in debt agreements and other agreements.

Previous wording

As of June 30, 2025, our Holding Company had cash and cash equivalents of approximately $1.1 billion and total debt of approximately $4.7 billion. As of June 30, 2025, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.4 billion. We may redeem our direct investment in the Investment Funds upon notice. See “Investment Segment Liquidity,” including under “Investment Funds Redemptions,” below for additional information with respect to our Investment segment liquidity. See “Consolidated Cash Flows” below for additional information with respect to our Holding Company liquidity.

Current wording

As of September 30, 2025, our Holding Company had cash and cash equivalents of approximately $1.0 billion and total debt of approximately $4.7 billion. As of September 30, 2025, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.4 billion. We may redeem our direct investment in the Investment Funds upon notice. See “Investment Segment Liquidity,” including under “Investment Funds Redemptions,” below for additional information with respect to our Investment segment liquidity. See “Consolidated Cash Flows” below for additional information with respect to our Holding Company liquidity.

Previous wording

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

Current wording

As of September 30, 2025 and December 31, 2024, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of June 30, 2025, based on covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness; however, we are permitted to issue new notes in connection with debt refinancings of existing notes. We have provided additional equity financing to Viskase of an aggregate of $20 million during the nine months ended September 30, 2025 while its restructuring plan continues, and if we do not provide additional financing Viskase may not be able to meet its debt and other obligations unless the gains from its ongoing restructuring plan are realized sooner than anticipated.

Previous wording

In June 2025, we repurchased in the open market approximately $35 million aggregate principal amount of our 9.000% senior notes due 2030 for total cash paid of $32 million. The repurchased notes were extinguished but were not retired and are held in treasury.

Current wording

In the nine months ended September 30, 2025, we repurchased in the open market approximately $50 million aggregate principal amount of our 9.000% senior notes due 2030 for total cash paid of $46 million. The repurchased notes were extinguished but were not retired and are held in treasury.