ICAHN ENTERPRISES L.P.

Previous 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.

Current wording

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.

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, 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.

Current wording

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

Previous 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.

Current wording

As previously disclosed, we are considering, with CVR Energy, potential strategic transactions available to CVR Energy and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by CVR Energy or its subsidiaries, and/or strategic options involving CVR Partners, LP, a controlled subsidiary of CVR Energy (“CVR Partners”). There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. As of 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.

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 have not significantly affected our operating businesses as of September 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 uncertainty has led to increased

Previous 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.

Current wording

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. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $665 million and $908 million, respectively. As of March 31, 2026, Mr. Icahn and his affiliates have pledged approximately $371 million of interests in the Investment Funds.

Previous 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.

Current wording

For the three months ended March 31, 2026 and 2025, our Investment Funds’ returns were (8.2)% and (8.4)%, respectively. Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses. The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates.

Previous 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.

Current wording

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.

Previous wording

For the nine months ended September 30, 2024, the Investment Funds’ negative performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The negative performance of our Investment segment’s short positions was driven primarily by net losses in broad market hedges of $292 million and net losses in the utilities and materials sectors of $205 million, offset in part by gains from the energy sector of $211 million. The positive performance of our Investment segment’s long positions was driven primarily by net gains in the utilities sector of $266 million, offset in part by net losses in the energy sector of $227 million.

Current wording

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.

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 91% of our Energy segment’s net sales for the nine months ended September 30, 2025 and 2024, respectively.

Current wording

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.

Previous wording

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. 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.

Current wording

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.

Previous 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.

Current wording

In addition to geopolitical conditions, including continued conflicts and tensions in the Middle East, the impact of the Russia/Ukraine conflict and recent developments in Venezuela, including continued political and economic uncertainty and sanctions-related constraints, long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S. economic trade policy may also impact the demand for and inventory of refined products. The recent escalation of conflicts in the Middle East, including the U.S.-Israel and Iran war, has contributed to increased volatility in global energy, oil and fertilizer markets by disrupting supply chains, key trade routes, and commodity pricing, which may impact the Energy segment’s results of operations. Additional factors that may impact the demand for and inventory of refined products include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles. The petroleum business is also subject to the EPA’s Renewable Fuel Standard (“RFS”), which, each year, absent exemptions or waivers, requires the operating companies in our Energy segment to blend “renewable fuels” with their transportation fuels or, to the extent available, purchase renewable identification numbers (“RINs”) in lieu of blending, or face liability. The price of RINs has been extremely volatile and the future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include but are not limited to the availability of RINs for purchase, the actions of RINs market participants including non-obligated parties, transportation fuel and renewable diesel production levels and pricing, the availability of alternative or supportive credits for renewable fuel producers, the mix of the petroleum business’ petroleum products, the refining margin of the petroleum business and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which the petroleum business’ obligated-party subsidiaries may be entitled. The costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including the petroleum business’ obligated-party subsidiaries, biofuels groups and others. Refer to Note 17, “Commitments and Contingencies,” to the condensed 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

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 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.

Previous 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.

Current wording

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.

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. 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.

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 and November 2025, we executed on the next phase of the transformation plan in which the Automotive segment transferred the majority of its owned real estate to the Real Estate segment. The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties.

Previous wording

During the fourth quarter of 2024, the Automotive segment entered into an agreement with a tenant to terminate a group of leases, effective March 31, 2025. As a result of this termination, the segment received a lump sum termination fee and has additional excess real estate available to lease, which has resulted in reduced cash flows during the anticipated lease-up period.

Current wording

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

Previous 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.

Current wording

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.

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 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.

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.

Previous 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.

Current wording

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.

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 nine months ended September 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 commercial tenants, the development and sale of single-family homes, and the operations of a resort and a country club. Sales of single-family homes and investment properties are included in net sales in our consolidated statements of operations. Results from operations at investment properties and our country 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.

Previous wording

In October 2025, our Automotive segment completed the transfer of a group of owned real estate properties to our Real Estate segment.** **Following the transfer, the Real Estate segment assumed control of the properties and will manage and lease them as part of its ongoing operations. The Real Estate segment will lease properties to the Automotive segment, which will not impact consolidated cash flows but will result in increased cash inflows to the Real Estate segment.

Current wording

In the fourth quarter of 2025, our Automotive segment completed the transfer of a group of owned real estate properties to our Real Estate segment.** **Following the transfer, the Real Estate segment assumed control of the properties and will manage and lease them as part of its ongoing operations. The Real Estate segment will lease properties to the Automotive segment, which will not impact consolidated cash flows or other revenues from operations but will result in increased cash inflows to the Real Estate segment. The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties.

Previous 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.

Current wording

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.

Previous 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.

Current wording

Net sales for the three months ended March 31, 2026 decreased by $2 million (5%) as compared to the comparable prior year period mostly due to lower demand from our retail business. Cost of goods sold for the three months ended March 31, 2026 increased $1 million (3%). Cost of goods sold was negatively impacted from the Iran war which resulted in lower production and higher unabsorbed costs. Gross margin as a percentage of net sales was 18% and 24% for the three months ended March 31, 2026 and 2025, respectively.

Previous 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.

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

Previous wording

Net sales for the three months ended September 30, 2025 decreased $7 million (26%) as compared to the comparable prior year period primarily due to increased generic competition in the anti-obesity market resulting in decreased sales. Cost of goods sold for the three months ended September 30, 2025 was flat as compared to the comparable prior year period primarily due to product mix. Gross margin as a percentage of net sales was 30% and 52% for the three months ended September 30, 2025 and 2024, respectively.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

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, 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.

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 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.

Previous 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.

Current wording

As of March 31, 2026, our Holding Company had cash and cash equivalents of approximately $624 million and total debt of approximately $4.4 billion. As of March 31, 2026, our Holding Company had investments in the Investment Funds with a total fair market value of approximately $2.2 billion. We may redeem our direct investment in the Investment Funds upon notice. 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

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

Current wording

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

Previous wording

The indentures governing our senior notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. 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. As a result, we no longer have a material amount of unsecured indebtedness, and we and our subsidiaries have substantially more capacity under these covenants to incur additional unsecured indebtedness (but subject to the other covenants in the indentures governing our senior notes that restrict the ability of the Issuers and the Guarantors, as well as the ability of our non-guarantor subsidiaries, to incur incremental indebtedness). 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. 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.

Current wording

The indentures governing our senior notes described above restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior notes. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. 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. 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. 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.

Previous 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.

Current wording

As of March 31, 2026 and December 31, 2025, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of March 31, 2026, based on covenants in the indentures governing our senior notes, we are not permitted to incur additional indebtedness; however, we are permitted to issue new notes in connection with debt refinancings of existing notes.

Previous wording

During the nine months ended September 30, 2025, Icahn Enterprises declared three quarterly distributions, each distribution in the amount of $0.50 per depositary unit in which each depositary unitholder had the option to make an election to receive either cash or additional depositary units. In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $228 million, of which $150 million was distributed to Mr. Icahn and his affiliates.

Current wording

In April 2026, we distributed 34,841,101 depositary units to unitholders who did not elect to receive cash, of which 32,536,774 depositary units were distributed to Mr. Icahn and his affiliates. In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $51 million, of which $25 million was distributed to Mr. Icahn and his affiliates in April 2026.

Previous wording

In May 2019, Icahn Enterprises entered into an Open Market Sale Agreement for the sale of depositary units, from time to time, for up to $400 million in aggregate sale proceeds, under its ongoing “at-the-market” offering. This agreement has been subsequently terminated and superseded by subsequent agreements with substantially the same terms. During the nine months ended September 30, 2025, we sold 5,156,758 depositary units pursuant to the Open Market Sale Agreement entered into November 21, 2022. As of September 30, 2025, we continue to have effective Open Market Sale Agreements, and Icahn Enterprises may sell its depositary units for up to an additional $3 million in aggregate gross sale proceeds pursuant to its Open Market Sale Agreement entered into November 21, 2022 and up to $400 million in aggregate gross sales proceeds pursuant to its Open Market Sales Agreement entered into August 26, 2024. No assurance can be made that any or all amounts will be sold during the term of the agreements, and we have no obligation to sell additional depositary units under these Open Market Sale Agreements. Depending on market conditions, we may continue to sell depositary units under the Open Market Sale Agreements, and, if appropriate, enter into a new Open Market Sale Agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing Open Market Sale Agreements. Our ability to access remaining capital under our “at-the-market” program may be limited by market conditions at the time of any future potential sale. While we were able to sell depositary units during the nine months ended September 30, 2025, there can be no assurance that any future capital will be available on acceptable terms or at all under this program.

Current wording

From time to time Icahn Enterprises enters into open market sale agreements providing for the sale of depositary units under its ongoing “at-the-market” offering program. As of March 31, 2026, Icahn Enterprises may sell depositary units for up to an additional $363 million in aggregate gross proceeds pursuant to the open market sale agreement entered into on August 26, 2024 (the “2024 Open Market Sale Agreement”). No assurance can be made that any or all amounts will be sold during the term of the agreement, and we have no obligation to sell additional depositary units under the 2024 Open Market Sale Agreement. Depending on market conditions, we may continue to sell depositary units under the 2024 Open Market Sale Agreement, and, if appropriate, enter into a new open market sale agreement to continue our “at-the-market” sales program once we have sold the full amount of our existing 2024 Open Market Sale Agreement. Our ability to access remaining capital under our “at-the-market” program may be limited by market conditions at the time of any future potential sale. There can be no assurance that any future capital will be available on acceptable terms or at all under this program.

Previous wording

On May 9, 2023, the Board of Directors of the General Partner approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $500 million worth of any of our outstanding fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness. The repurchases of senior notes or depositary units may be done for cash from time to time in the open market, through tender offers or in privately negotiated transactions upon such terms and at such prices as management may determine. The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the Board of Directors of Icahn Enterprises GP. On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Program, we were reauthorized to repurchase up to $500 million worth of our outstanding fixed-rate senior notes, in addition to the $269 million we repurchased prior to the Board’s reapproval of the Repurchase Program. During the nine months ended September 30, 2025, the Company did not repurchase any of the Company’s depositary units under the Repurchase Program and has repurchased $50 million worth of our outstanding fixed-rate senior notes. The repurchased notes were extinguished but were not retired and held in treasury. We remain authorized to repurchase up to $450 million of our senior notes and up to $500 million of our outstanding depositary units, in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.

Current wording

On May 9, 2023, the Board of Directors of the General Partner approved a repurchase program which authorizes Icahn Enterprises or affiliates of Icahn Enterprises to repurchase up to an aggregate of $500 million worth of any of our outstanding fixed-rate senior notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. and up to an aggregate of $500 million worth of the depositary units issued by Icahn Enterprises (the “Repurchase Program”), in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness. The repurchases of senior notes or depositary units may be done for cash from time to time in the open market, through tender offers or in privately negotiated transactions upon such terms and at such prices as management may determine. The authorization of the Repurchase Program is for an indefinite term and does not expire until later terminated by the Board of Directors of Icahn Enterprises GP. On November 6, 2024, the Board re-approved the Repurchase Program, and, pursuant to the reapproved Program, we were reauthorized to repurchase up to $500 million worth of our outstanding fixed-rate senior notes, 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. Repurchased notes are extinguished but not retired when held in treasury. We remain authorized to repurchase up to $450 million of our senior notes and up to $500 million of our outstanding depositary units, in each case subject to restrictions on use of our cash contained in the indentures governing our indebtedness.

Previous wording

Our cash held at consolidated affiliated partnerships balance was $471 million and $915 million as of September 30, 2025 and December 31, 2024, 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.

Current wording

Our cash held at consolidated affiliated partnerships balance was $782 million and $746 million as of March 31, 2026 and December 31, 2025, respectively. Cash held at consolidated affiliated partnerships relates to our Investment segment and consists of cash and cash equivalents held by the Investment Funds that, although not legally restricted, are not used for the general operating needs of Icahn Enterprises.

Previous wording

Additionally, our Investment segment liquidity is driven by the investment activities and performance of the Investment Funds. As of September 30, 2025, the Investment Funds had a net short notional exposure of 26%. The Investment Funds’ long exposure was 109% (109% long equity) and its short exposure was 134% (121% short equity, 1% short credit and 12% short commodity). The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at September 30, 2025.

Current wording

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%. The Investment Funds’ long exposure was 100% (100% long equity) and its short exposure was 129% (114% short equity and 15% short commodity). The notional exposure represents the ratio of the notional exposure of the Investment Funds’ invested capital to the net asset value of the Investment Funds at March 31, 2026.

Previous wording

Of the Investment Funds’ 109% long exposure, 60% was comprised of the fair value of its long positions and 49% was comprised mostly of single name equity forward and swap contracts. Of the Investment Funds’ 134% short exposure, 44% was comprised of the fair value of its short positions and 90% was comprised mostly of short broad market index swap derivative contracts, short credit default swap contracts and short commodity contracts.

Current wording

Of the Investment Funds’ 100% long exposure, 53% was comprised of the fair value of its long positions and 47% was comprised mostly of single name equity forward and swap contracts. Of the Investment Funds’ 129% short exposure, 26% was comprised of the fair value of its short positions and 103% was comprised mostly of short broad market index swap derivative contracts and short commodity contracts.

Previous wording

With respect to both our long positions that are not notionalized (60% long exposure) and our short positions that are not notionalized (44% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value). Changes in exposure as a result of purchases and sales as well as adverse changes in market value would also have an effect on funds available to us pursuant to prime brokerage lines of credit.

Current wording

With respect to both our long positions that are not notionalized (53% long exposure) and our short positions that are not notionalized (26% short exposure), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our cash and cash equivalents (as a percentage of net asset value). Changes in exposure as a result of purchases and sales as well as adverse changes in market value would also have an effect on funds available to us pursuant to prime brokerage lines of credit.

Previous wording

With respect to the notional value of our other long positions (49% long exposure) and short positions (90% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at quarter end prices. This would be offset by a release of restricted cash balances collateralizing these positions as well as an increase in funds available to us pursuant to certain prime brokerage lines of credit. If we were to increase our short exposure by adding to these short positions, we would be required to provide cash collateral equal to a small percentage of the initial notional value at counterparties that require cash as collateral and then post additional collateral equal to 100% of the mark to market on adverse changes in fair value. For our counterparties who do not require cash collateral, funds available from lines of credit would decrease.

Current wording

With respect to the notional value of our other long positions (47% long exposure) and short positions (103% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at quarter end prices. This would be offset by a release of restricted cash balances collateralizing these positions as well as an increase in funds available to us pursuant to certain prime brokerage lines of credit. If we were to increase our short exposure by adding to these short positions, we would be required to provide cash collateral equal to a small percentage of the initial notional value at counterparties that require cash as collateral and then post additional collateral equal to 100% of the mark to market on adverse changes in fair value. For our counterparties who do not require cash collateral, funds available from lines of credit would decrease.