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ICAHN ENTERPRISES L.P.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

IEP$4.75-7.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001104659-26-090605

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001104659-26-122308

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 164 previous paragraphs and 168 current paragraphs.

81 unchanged; 65 reworded; 13 added; 9 removed; 9 previous and 9 current paragraphs rearranged.

Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

On July 19, 2026, Icahn Enterprises, Icahn Automotive Group LLC (“Icahn Automotive”), Mavis Tire Supply, LLC (“Mavis” or “Buyer”), a Delaware limited liability company, and Metis HoldCo, Inc., a Delaware corporation, entered into a Stock Purchase Agreement (the “Pep Boys Purchase Agreement”). On August 20, 2026, Icahn Automotive completed the sale of Pep Boys to Mavis for a base purchase price of $700 million in cash, subject to customary post-closing adjustments. Prior to closing, the Company retained AAMCO Transmission and Total Car Care ("AAMCO"), Precision Tune Auto Care ("PTAC"), and certain lease obligations. In connection with this transaction, we received net proceeds of $645 million and recorded a pretax gain on disposition of assets of $215 million in the third quarter of 2026.

Current report

On November 2, 2026, CVR Energy entered into an equity and asset purchase agreement with certain indirect subsidiaries of Marathon Petroleum Corporation to acquire the St. Paul Park, Minnesota and Mandan, North Dakota refineries, a 17% interest in each of Minnesota Pipe Line Company, LLC and MPL Investments, Inc., and associated wholesale marketing and logistics assets, for approximately $4.2 billion in cash, subject to customary closing adjustments (the “CVR Acquisition”). CVR Energy intends to fund the CVR Acquisition with a combination of cash on hand, borrowings under its asset-based revolving credit facility, the proceeds of senior secured indebtedness, equity financing and the net proceeds of a registered public offering of CVR Energy common stock. In connection with the new secured financing, CVR Energy’s existing 7.50% senior notes due February 2031 and 7.875% senior notes due February 2034 will become secured on an equal and ratable basis with the new secured debt, and CVR Energy’s existing 5.75% senior notes due 2028 will be redeemed. In connection with the CVR Acquisition, a subsidiary of the Company entered into a subscription agreement with CVR Energy pursuant to which we committed to provide, directly or indirectly, up to $500 million of equity financing to CVR Energy, which commitment will be reduced, on a dollar-for-dollar basis, by the gross cash proceeds received by CVR Energy from public offerings of its common stock prior to completion of the CVR Acquisition. On November 3, 2026, CVR Energy announced a registered public offering of its equity which, if completed, would eliminate our commitment to purchase shares under the Purchase Agreement. We also entered into a stockholders and registration rights agreement with CVR Energy. CVR Energy expects the CVR Acquisition to close by the end of 2026, subject to customary closing conditions, including regulatory approvals; however, there can be no assurance that the CVR Acquisition will be completed on the anticipated terms or timeline, or at all. See Note 19, “Subsequent Events,” to the condensed consolidated financial statements included herein for additional information.

Current report

the closing date of the sale of Pep Boys of August 20, 2026, while the comparable 2025 periods include Pep Boys for the full periods.

Current report

Following the sale of Pep Boys, our Automotive segment is primarily comprised of AAMCO and PTAC. The results of these businesses are primarily driven by royalty revenue generated from their respective franchise systems. Royalty revenue is generally dependent on franchisee sales and the number of franchise locations. Because Pep Boys results are included in 2026 only through August 20, 2026, the Automotive segment’s 2026 results are not directly comparable to the full-period 2025 results.

Current report

Net sales and other revenues from operations for our Automotive segment for the nine months ended September 30, 2026 decreased by $199 million (19%) as compared to the comparable prior year period. The decrease was primarily due to the sale of Pep Boys on August 20, 2026, while revenue from the retained Automotive businesses increased $2 million in comparison to the prior year period.

Current report

As discussed in Note 1, "Description of Business," to the consolidated financial statements, we sold Pep Boys, resulting in a pretax gain on disposition of assets of $215 million for the three and nine months ended September 30, 2026. The gain is based on the initial closing calculations and remains subject to adjustment upon the final settlement of post-closing working capital and other adjustments with Mavis.

Current report

Our consolidated selling, general and administrative costs during the nine months ended September 30, 2026 decreased by $37 million (6%) as compared to the comparable prior year period. The decrease was primarily due to lower costs in the Automotive segment of $54 million primarily related to sale of Pep Boys in August 2026, offset in part with higher costs in the Energy segment of $16 million primarily related to higher personnel costs combined with higher software, legal and consulting costs.

Current report

premiums in the event we redeem these notes prior to three months before maturity. The 2027 Notes, of which approximately $1.4 billion aggregate principal amount was outstanding and held by third parties as of September 30, 2026, mature in May 2027. We currently expect to satisfy the 2027 Notes at or prior to maturity through one or more refinancing transactions permitted under our existing indentures, cash on hand, redemptions of our interests in the Investment Funds or a combination of these sources. As of September 30, 2026, the Holding Company had approximately $921 million of cash and cash equivalents and approximately $1.4 billion of investments in the Investment Funds. Any refinancing will depend on market conditions, our financial condition, compliance with the applicable provisions of our debt agreements and other factors at the time. There can be no assurance that we will be able to refinance the 2027 Notes on acceptable terms or at all. To the extent we repay the 2027 Notes using cash on hand or proceeds from redemptions of our interests in the Investment Funds, our liquidity and the amount of capital available for other purposes would be reduced. Based on our current cash and cash equivalents, our interests in the Investment Funds and our other anticipated sources of liquidity, we believe we have sufficient liquidity to meet our obligations, including repayment or refinancing of the 2027 Notes, for at least the next 12 months. This assessment is subject to the availability and value of those sources and prevailing market conditions. Continued negative performance of the Investment Funds, cash commitments, cash distributions on our depositary units or an inability to refinance the 2027 Notes on acceptable terms could materially reduce the liquidity available to satisfy the 2027 Notes and our other obligations.

Current report

During the nine months ended September 30, 2026, we repurchased in the open market approximately $11 million aggregate principal amount of our existing 9.000% senior notes due 2030 for total cash paid of $10 million. The repurchased notes were extinguished but were not retired and are held in treasury.
Removed paragraphs (9)

Previous report

On July 19, 2026, Icahn Enterprises, Icahn Automotive Group LLC (“Icahn Automotive”), Mavis Tire Supply, LLC (“Mavis” or “Buyer”), a Delaware limited liability company, and Metis HoldCo, Inc., a Delaware corporation, entered into a Stock Purchase Agreement (the “Pep Boys Purchase Agreement”). Pursuant to the terms of the Pep Boys Purchase Agreement, Icahn Automotive agreed to sell to Buyer, and Buyer agreed to purchase from Icahn Automotive, all of the issued and outstanding capital stock of The Pep Boys-Manny, Moe & Jack Holding Corp., a Delaware corporation and wholly-owned subsidiary of Icahn Automotive (“Pep Boys”), for a base purchase price of $700.0 million, subject to adjustments to be finalized after closing of the transaction (the “Pep Boys Transaction”). In connection with the Pep Boys Purchase Agreement, Icahn Enterprises agreed to guarantee the payment and performance of Icahn Automotive’s obligations under the Agreement, subject to the limitations set forth in the Pep Boys Purchase Agreement. Certain excluded entities and businesses of Pep Boys will not be transferred to Buyer in connection with the transactions contemplated by the Purchase Agreement. The Company will retain the owned real estate previously transferred from Pep Boys, as well as the AAMCO Transmissions and Precision Tune Auto Care Businesses. The Pep Boys Transaction is expected to close in the coming months, subject to satisfaction or waiver of customary closing conditions.

Previous report

value of CVR Energy, and net losses from broad market hedges of $292 million. The performance of our Investment segment’s long positions was primarily driven by net gains from the utilities and industrials sectors of $226 million.

Previous report

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

Previous report

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

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

Previous report

Net sales and other revenues from operations for our Automotive segment for the six months ended June 30, 2026 decreased by $25 million (4%) as compared to the comparable prior year period. The decrease was primarily due to the strategic closure of underperforming locations, which reduced revenues by $28 million in the current period, offset in part by price increases of $4 million.

Previous report

Our consolidated selling, general and administrative costs during the six months ended June 30, 2026 increased by $4 million (1%) as compared to the comparable prior year period. The increase was primarily due to higher costs in the Holding Company segment of $3 million.

Previous report

by redeeming some or all of our interests in the Investment Funds along with using cash at the Holding Company. In addition, we could also seek additional financing sources.

Previous report

In July 2026, Mr. Icahn and his affiliates (excluding us and Brett Icahn) notified the Investment Funds of his intention to redeem $275 million from his personal interest in the Investment Funds included in the Investment segment, which is expected to be completed in August of 2026.
Reworded paragraphs (65)

Previous wording

In February 2026, CVR Energy, Inc. (“CVR Energy”) completed the issuance of $1 billion aggregate principal amount of senior notes, consisting of $600 million of 7.50% senior notes due February 2031 and $400 million of 7.875% senior notes due February 2034. The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 at a redemption price equal to 104.250% of the principal amount in February 2026, resulting in a $28 million loss on

Current wording

In February 2026, CVR Energy, Inc. (“CVR Energy”) completed the issuance of $1 billion aggregate principal amount of senior notes, consisting of $600 million of 7.50% senior notes due February 2031 and $400 million of 7.875% senior notes due February 2034. The proceeds from the issuance of these notes were used to (i) fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 at a redemption price equal to 104.250% of the principal amount in February 2026, resulting in a $28 million loss on extinguishment of debt in the nine months ended September 30, 2026, (ii) fund the partial redemption of $217 million of CVR Energy’s existing $400 million in aggregate principal amount of 5.75% senior unsecured notes due 2028 at par in February 2026, resulting in a less than $1 million loss on extinguishment of debt in the nine months ended September 30, 2026, and (iii) repay the aggregate principal balance of CVR Energy’s senior secured term loan facility (the “Term Loan”), resulting in a $3 million loss on extinguishment of debt in the nine months ended September 30, 2026.

Previous 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 June 30, 2026 we own approximately 71% of the total outstanding common stock of CVR Energy and approximately 3% of the total outstanding common units of CVR Partners. As of June 30, 2026, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

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, including the CVR Acquisition (as defined below) 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, 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 September 30, 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

our operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate. Due to the structure and nature of our business, we primarily discuss the results of operations by individual reporting segment in order to better understand our consolidated operating performance. In addition to the summarized financial results below, refer to Note 13, “Segment Reporting,” to the condensed consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results.

Current wording

Our operating businesses comprise consolidated subsidiaries which operate in various industries and are managed on a decentralized basis. In addition to our Investment segment’s revenues from investment transactions, revenues for our operating businesses primarily consist of net sales of various products, services revenue, franchisor operations and leasing of real estate. Due to the structure and nature of our business, we primarily discuss the results of operations by individual reporting segment in order to better understand our consolidated operating performance. In addition to the summarized financial results below, refer to Note 13, “Segment Reporting,” to the condensed consolidated financial statements for a reconciliation of each of our reporting segment’s results of continuing operations to our consolidated results.

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. Fluctuating tariffs, both by the U.S. and globally, ongoing and future trade conflicts and changes in U.S. economic trade policy, and economic uncertainty has led to increased volatility. The impact of tariffs and associated impacts on global trade have not significantly affected our operating businesses as of June 30, 2026.

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 and Investment segments. 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. Fluctuating tariffs, both by the U.S. and globally, ongoing and future trade conflicts and changes in U.S. economic trade policy, and economic uncertainty has led to increased volatility. The impact of tariffs and associated impacts on global trade have not significantly affected our operating businesses as of September 30, 2026.

Previous wording

The comparability of our summarized consolidated financial results presented below is affected primarily by the performance of the Investment Funds and the results of operations of our Energy segment, impacted by the demand and pricing for its products. Refer to our respective segment discussions and “Other Consolidated Results of Operations,” below for further discussion.

Current wording

The comparability of our summarized consolidated financial results presented below is affected primarily by the performance of the Investment Funds and the results of operations of our Energy segment, impacted by the demand and pricing for its products. In addition, the Automotive segment results for the 2026 periods include Pep Boys only through

Previous wording

We invest our proprietary capital through our private investment funds (“Investment Funds”). As of June 30, 2026 and December 31, 2025, we had investments with a fair market value of approximately $2.0 billion and $2.7 billion, respectively in the Investment Funds. As of June 30, 2026 and December 31, 2025, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $591 million and $908 million, respectively. As of June 30, 2026, Mr. Icahn and his affiliates have pledged approximately $330 million of interests in the Investment Funds.

Current wording

We invest our proprietary capital through our private investment funds (“Investment Funds”). As of September 30, 2026 and December 31, 2025, we had investments with a fair market value of approximately $1.4 billion and $2.7 billion, respectively in the Investment Funds. As of September 30, 2026 and December 31, 2025, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us and Brett Icahn) was approximately $161 million and $908 million, respectively. As of September 30, 2026, Mr. Icahn and his affiliates have pledged approximately $33 million of interests in the Investment Funds.

Previous wording

Our Investment segment’s results of operations are reflected in net income in the condensed consolidated statements of operations. Our Investment segment’s net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr. Icahn’s son. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future. Changes in general market conditions coupled with changes in exposure to short and long positions have a significant impact on our Investment segment’s results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the “Investment Segment Liquidity”

Current wording

Our Investment segment’s results of operations are reflected in net income in the condensed consolidated statements of operations. Our Investment segment’s net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by our Holding Company, Mr. Icahn and his affiliates and by Brett Icahn, Mr. Icahn’s son. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future. Changes in general market conditions coupled with changes in exposure to short and long positions have a significant impact on our Investment segment’s results of operations and the comparability of

Previous wording

For the three months ended June 30, 2026 and 2025, our Investment Funds’ returns were (10.9)% and (0.5)%, respectively. For the six months ended June 30, 2026 and 2025, our Investment Funds’ returns were (18.2)% and (8.8)%, respectively. Our Investment Funds’ returns represent a weighted-average composite of the average returns, net of expenses. The Other category is primarily comprised of interest income earned on cash balances, collateral posted to counterparties and short rebates.

Current wording

For the three months ended September 30, 2026 and 2025, our Investment Funds’ returns were (31.3)% and (0.5)%, respectively. For the nine months ended September 30, 2026 and 2025, our Investment Funds’ returns were (43.8)% and (9.3)%, 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. Refining hedges consist of equity and commodity derivative positions. These positions are intended to serve as economic hedges against the value of CVR Energy; however, changes in energy market conditions and the value of the relevant derivative positions may not correlate with changes in the value of CVR Energy and therefore may not produce the intended offset. Volatility in refining margins, crude oil and refined-product prices, equity values and other energy-market conditions may cause these positions to generate substantial gains or losses, reduce the net asset value of the Investment Funds and increase collateral and other liquidity requirements.

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, 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.

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, 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 six months ended June 30, 2026, the Investment Funds’ performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The performance of our Investment segment’s short positions was primarily driven by net losses in the energy sector of $523 million related to losses on refining hedges, which represent certain equity and commodity derivative positions intended to serve as economic hedges against the

Current wording

For the three months ended September 30, 2026, the Investment Funds’ performance was primarily driven by net losses in short and long positions. The performance of our Investment segment’s short positions was primarily driven by net losses in the energy sector of $653 million related to losses on refining hedges. The performance of our Investment segment’s long positions was primarily driven by net losses from the industrial sector of $163 million.

Previous wording

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

Current wording

For the three months ended September 30, 2025, the Investment Funds’ performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The performance of our Investment segment’s short positions was driven primarily by net losses in the energy sector of $178 million and net losses from broad market hedges of $147 million. The 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, 2026, the Investment Funds’ performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The performance of our Investment segment’s short positions was primarily driven by net losses from broad market hedges of $332 million and net losses in the energy sector of $99 million related to losses on refining hedges, which represent certain equity and commodity derivative positions intended to serve as economic hedges against the value of CVR Energy. The performance of our Investment segment’s long positions was primarily driven by net gains from the consumer, cyclical and industrials sectors of $136 million.

Current wording

For the nine months ended September 30, 2026, the Investment Funds’ performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The performance of our Investment segment’s short positions was primarily driven by net losses in the energy sector of $1.2 billion related to losses on refining hedges. , which represent certain equity and commodity derivative positions intended to serve as economic hedges against the value of CVR Energy, and net losses from broad market hedges of $269 million. The performance of our Investment segment’s long positions was primarily driven by net gains from the utilities sector of $121 million.

Previous wording

For the six months ended June 30, 2025, the Investment Funds’ performance was primarily driven by net losses in long and short positions. The performance of our Investment segment’s long positions was driven primarily by net losses from the healthcare and industrials sectors of $376 million, offset in part by net gains from the utilities sector of $116 million. The performance of our Investment segment’s short positions was primarily driven by net losses from the energy and utilities sectors of $144 million and net losses from broad market hedges of $63 million.

Current wording

For the nine months ended September 30, 2025, the Investment Funds’ performance was primarily driven by net losses in short positions, offset in part by net gains in long positions. The performance of our Investment segment’s short positions was primarily driven by net losses from the energy sector of $292 million and net losses from broad market hedges of $210 million. The performance of our Investment segment’s long positions was driven primarily by net gains from the communications and utilities sectors of $452 million, offset in part by net losses from the healthcare, industrial and materials sectors of $366 million.

Previous wording

Our Energy segment is primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 92% and 89% of our Energy segment’s net sales for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Our Energy segment is primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses. The petroleum business accounted for approximately 93% and 89% of our Energy segment’s net sales for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

In addition to geopolitical conditions, including ongoing conflicts and tensions in the Middle East and the Russia/Ukraine conflict, including continued political and economic uncertainty and sanctions-related constraints, long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S. trade policy may also impact the demand for and inventory of refined products. The recent escalation of conflicts in the Middle East has contributed to increased volatility in global energy, oil and fertilizer markets by disrupting supply chains, key trade routes, including the Strait of Hormuz, and commodity pricing, which may adversely affect the Energy segment’s results of operations. Additional factors that may impact the demand for and inventory of refined products include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles. 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.

Current wording

In addition to geopolitical conditions, including ongoing conflicts and tensions in the Middle East and the Russia/Ukraine conflict, including continued political and economic uncertainty and sanctions-related constraints, long-term factors such as increased tariffs, ongoing and future trade conflicts and changes in U.S. trade policy may also impact the demand for and inventory of refined products. The recent escalation of conflicts in the Middle East has contributed to increased volatility in global energy, oil and fertilizer markets by disrupting supply chains, key trade routes, including the Strait of Hormuz, and commodity pricing, which may adversely affect the Energy segment’s results of operations. Additional factors that may impact the demand for and inventory of refined products include mandated renewable fuels standards, proposed and enacted climate change laws and regulations, and increased mileage and emissions standards for vehicles. 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. On August 31, 2026, the EPA granted WRC a full exemption for the 2025 compliance period. The EPA also finalized RFS standards for 2026 and 2027 incorporating partial reallocation of exempted obligations and, in October 2026, proposed additional reallocation associated with 2025 exemptions. 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

Previous wording

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

Previous wording

Net sales for our Energy segment increased by $977 million (55%) for the three months ended June 30, 2026 as compared to the comparable prior year period primarily due to an increase in our petroleum business’ net sales of $978 million and an increase in our nitrogen fertilizer business’ net sales of $35 million. The increase in the petroleum business’ net sales was driven by higher throughput volumes in the current period as a result of the planned major maintenance turnaround at CVR Energy’s Coffeyville refinery (the “2025 Coffeyville Refinery Turnaround”) in the prior period combined with higher gasoline and distillate prices, offset in part by lower revenue from sales of crude oil in 2026 due to inventory management activities during the 2025 Coffeyville Refinery Turnaround. Our nitrogen fertilizer business’ net sales increased primarily due to favorable urea ammonium nitrate (“UAN”) and ammonia sales prices, offset in part by decreased UAN and ammonia sales volumes.

Current wording

Net sales for our Energy segment increased by $1.3 billion (69%) for the three months ended September 30, 2026 as compared to the comparable prior year period primarily due to an increase in our petroleum business’ net sales of $1.4 billion offset in part by a decrease in our nitrogen fertilizer business’ net sales of $18 million. The increase in the petroleum business’ net sales was driven by higher gasoline and distillate prices combined with higher sales volumes in the current period. Our nitrogen fertilizer business’ net sales decreased primarily due to unfavorable urea ammonium nitrate (“UAN”) sales prices and lower ammonia sales volumes, offset in part by favorable ammonia sales prices.

Previous wording

cost of RFS compliance in the current period, and unfavorable derivatives impact of $275 million resulting primarily from losses on open crack swap positions in the current period, offset in part by favorable inventory valuation impacts of $138 million, primarily related to an increase in crude oil prices in the current period compared to a decrease in price in the previous period. Gross loss for our Energy segment decreased by $171 million for the six months ended June 30, 2026 as compared to the comparable prior year period. Gross margin was 0% and (5)% for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Cost of goods sold for our Energy segment increased by $1.1 billion (80%) for the three months ended September 30, 2026 as compared to the comparable prior year period. The increase was primarily due to higher petroleum net sales and throughput volumes in the current period and unfavorable derivatives impact of $259 million resulting primarily from losses on open crack swap positions in the current period, offset in part by favorable inventory valuation impacts of $35 million, primarily related to an increase in crude oil and distillate prices in the current period compared to a decrease in crude oil prices in the previous period. Gross profit for our Energy segment increased by $223 million for the three months ended September 30, 2026 as compared to the comparable prior year period. Gross margin was 24% and 28% for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Net sales for our Energy segment increased by $1.3 billion (38%) for the six months ended June 30, 2026 as compared to the comparable prior year period primarily due to an increase in our petroleum business’ net sales of $1.3 billion and an increase in our nitrogen fertilizer business’ net sales of $72 million. The increase in the petroleum business’ net sales was driven by higher throughput volumes in the current period as a result of the 2025 Coffeyville Refinery Turnaround in the prior period combined with higher gasoline and distillate prices in the current period, offset in part by lower revenue from sales of crude oil in 2026 due to inventory management activities during the 2025 Coffeyville Refinery Turnaround. Our nitrogen fertilizer business’ net sales increased primarily due to favorable UAN and ammonia sales prices combined with favorable ammonia sales volumes, offset in part by decreased UAN sales volumes.

Current wording

Net sales for our Energy segment increased by $2.6 billion (49%) for the nine months ended September 30, 2026 as compared to the comparable prior year period primarily due to an increase in our petroleum business’ net sales of $2.7 billion and an increase in our nitrogen fertilizer business’ net sales of $54 million. The increase in the petroleum business’ net sales was driven by higher gasoline and distillate prices combined with higher sales volumes in the current period as a result of the 2025 Coffeyville Refinery Turnaround in the prior period, offset in part by lower revenue from sales of crude oil in 2026 due to inventory management activities during the 2025 Coffeyville Refinery Turnaround. Our nitrogen

Previous wording

Cost of goods sold for our Energy segment increased by $793 million (43%) for the three months ended June 30, 2026 as compared to the comparable prior year period. The increase was primarily due to higher petroleum throughput volumes as a result of the 2025 Coffeyville Refinery Turnaround in the prior period, an increase in the cost of RFS compliance in the current period, and unfavorable derivatives impact of $80 million resulting primarily from losses on open crack swap positions in the current period, offset in part by favorable inventory valuation impacts of $19 million, primarily related to an increase in crude oil prices in the current period compared to a decrease in price in the previous period. Gross profit for our Energy segment increased by $184 million for the three months ended June 30, 2026 as compared to the comparable prior year period. Gross margin was 4% and (4)% for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Cost of goods sold for our Energy segment increased by $2.3 billion (45%) for the nine months ended September 30, 2026 as compared to the comparable prior year period. The increase was primarily from our petroleum business, mainly due to higher throughput volumes as a result of the 2025 Coffeyville Refinery Turnaround in the prior period, an increase in the cost of RFS compliance in the current period, and unfavorable derivatives impact of $534 million resulting primarily from losses on open crack swap positions in the current period, offset in part by favorable inventory valuation impacts of $173 million, primarily related to an increase in crude oil prices in the current period compared to a decrease in price in the previous period. Gross profit for our Energy segment increased by $394 million for the nine months ended September 30, 2026 as compared to the comparable prior year period. Gross margin was 10% and 7% for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Our Automotive segment has been in the process of a multi-year transformation plan. As part of this plan, our Automotive segment completed the separation of certain of its Automotive Services and Aftermarket Parts businesses into two separate operating companies. Auto Plus, which operated the majority of our Aftermarket Parts business, began operating in locations owned and leased by the Automotive Services business from 2021 until 2023. We exited the Aftermarket Parts business in the first quarter of 2025. In July of 2026, Icahn Automotive entered into the Pep Boys Purchase Agreement, pursuant to which we will sell Pep Boys to Mavis.

Current wording

Our Automotive segment has been in the process of a multi-year transformation plan. We exited the Aftermarket Parts business in the first quarter of 2025 and completed the sale of Pep Boys to Mavis in the third quarter of 2026.

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

Current wording

In October and November 2025, the Automotive segment transferred the majority of its owned real estate to the Real Estate segment. The Real Estate segment retained those properties following the Pep Boys sale. In addition, immediately prior to the sale, certain Pep Boys real estate lease obligations were retained by the Company and are reported in the Real Estate segment. The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties.

Previous wording

The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit. Our Automotive segment’s results of operations include Automotive Services labor along with the sale of any installed parts or materials related to Automotive Services. Automotive Services labor revenues are included in other revenues from operations in our consolidated statements of operations, however, the sales of any installed parts or materials related to Automotive Services are included in net sales. Rental revenues and related expenses for properties leased to third parties, which are included in other revenues from operations and related expenses which are included in other expenses in our consolidated statements of operations, are excluded from the table below. Therefore, we discuss the combined results of our Automotive net sales and Automotive Services labor revenues below.

Current wording

The following table presents our Automotive segment’s net sales and other revenue from operations, cost of goods sold and other expenses from operations and gross profit. Our Automotive segment’s results of operations include Automotive Services labor along with the sale of any installed parts or materials related to Automotive Services. Automotive Services labor revenues are included in other revenues from operations in our consolidated statements of operations, however, the sales of any installed parts or materials related to Automotive Services are included in net sales. Rental revenues and related expenses for properties leased to third parties, which are included in other revenues from operations and related expenses which are included in other expenses in our consolidated statements of operations, are excluded from the table below. Therefore, we discuss the combined results of our Automotive net sales and Automotive Services labor revenues below. For the 2026 periods, the table includes Pep Boys operating results only through August 20, 2026.

Previous wording

Net sales and other revenues from operations for our Automotive segment for the three months ended June 30, 2026 decreased by $14 million (4%) as compared to the comparable prior year period. The decrease was primarily due to the strategic closure of underperforming locations, which reduced revenues by $12 million in the current period.

Current wording

Net sales and other revenues from operations for our Automotive segment for the three months ended September 30, 2026 decreased by $174 million (48%) as compared to the comparable prior year period. The decrease was primarily due to the sale of Pep Boys on August 20, 2026, while revenue from the retained Automotive businesses was flat in comparison to the prior period.

Previous wording

Cost of goods sold and other expenses from operations for the three months ended June 30, 2026 decreased by $16 million (6%) as compared to the comparable prior year period. The decrease was mostly attributable to reduced costs from closed stores of $8 million and decreased labor costs from closed stores of $5 million. Gross profit for the three months ended June 30, 2026 increased by $2 million (2%) from the comparable prior year period. Gross margin was 29% and 27% for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Cost of goods sold and other expenses from operations for the three months ended September 30, 2026 decreased by $133 million (49%) as compared to the comparable prior year period, The decrease was mostly attributable to reduced costs following the Pep Boys sale. Gross profit for the three months ended September 30, 2026 decreased by $41 million (43%) from the comparable prior year period. Gross margin was 28% and 26% for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Cost of goods sold and other expenses from operations for the six months ended June 30, 2026 decreased by $42 million (8%) as compared to the comparable prior year period. The decrease was mostly attributable to reduced costs from closed stores of $16 million and decreased labor costs from closed stores of $10 million. Gross profit for the six months ended June 30, 2026 increased by $17 million (10%) from the comparable prior year period. Gross margin was 29% and 26% for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Cost of goods sold and other expenses from operations for the nine months ended September 30, 2026 decreased by $175 million (22%) as compared to the comparable prior year period. The decrease was mostly attributable to reduced costs following the Pep Boys sale. Gross profit for the nine months ended September 30, 2026 decreased by $24 million (9%) from the comparable prior year period. Gross margin was 28% and 26% for the nine months ended September 30, 2026 and 2025, respectively.

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

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 were substantially completed during the first half of 2026. However, the segment may not be able to realize cost savings and benefits initially expected as a result of the restructuring.

Previous wording

Net sales for the six months ended June 30, 2026 decreased $14 million (7%) as compared to the comparable prior year period. The decrease was primarily due to volume-related decreases of $23 million, offset in part by favorable effects of an increase in price and product mix of $4 million and favorable foreign exchange of $5 million. Cost of goods sold for the six months ended June 30, 2026 decreased $9 million (5%) as compared to the comparable prior year period primarily due to lower volumes of product sold due to temporary capacity constraints. Gross margin as a percentage of net sales was 12% and 14% for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Net sales for the three months ended September 30, 2026 increased $4 million (4%) as compared to the comparable prior year period. The increase was primarily due to volume-related increases of $1 million and an increase in price and product mix of $3 million. Cost of goods sold for the three months ended September 30, 2026 increased $1 million (1%) as compared to the comparable prior year period primarily due to higher volumes of product sold due improved production efficiency. Gross margin as a percentage of net sales was 8% and 5% for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Net sales for the three months ended June 30, 2026 decreased $7 million (7%) as compared to the comparable prior year period. The decrease was primarily due to volume-related decreases of $11 million, offset in part by favorable effects of an increase in price and product mix of $3 million and favorable foreign exchange of $1 million. Cost of goods sold for the three months ended June 30, 2026 decreased $7 million (8%) as compared to the comparable prior year period primarily due to lower volumes of product sold due to temporary capacity constraints. Gross margin as a percentage of net sales was 13% and 12% for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Net sales for the nine months ended September 30, 2026 decreased $10 million (4%) as compared to the comparable prior year period. The decrease was primarily due to volume-related decreases of $22 million, offset in part by favorable effects of an increase in price and product mix increases of $7 million and favorable foreign exchange of $5 million. Cost of goods sold for the nine months ended September 30, 2026 decreased $8 million (3%) as compared to the comparable prior year period primarily due to lower volumes of product sold due to temporary capacity constraints. Gross margin as a percentage of net sales was 11% for the nine months ended September 30, 2026 and 2025.

Previous 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 and six months ended June 30, 2026 was primarily derived from the sale of single-family homes, resort 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 and nine months ended September 30, 2026 was primarily derived from the sale of single-family homes, resort and country club operations.

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

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.** **Beginning in August 2026, the Real Estate segment includes leases to Pep Boys retained in connection with the sale of Pep Boys that were previously eliminated in consolidation. The Real Estate segment also assumed the existing leases with third party tenants from the transferred properties. During the nine months ended September 30, 2026, the Real Estate segment recognized a $165 impairment charge related to certain properties retained in connection with the sale of Pep Boys.

Previous wording

Net sales for the three months ended June 30, 2026 decreased $1 million (100%) as compared to the comparable prior year period due to a decrease in single-family home sales. Cost of goods sold for the three months ended June 30, 2026 decreased $1 million (100%) as compared to the prior year period due to a decrease in single-family home sales. Gross margin as a percentage of net sales was 0% and 0% for the three months ended June 30, 2026 and 2025, respectively.

Current wording

ended September 30, 2026 increased $1 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% and 0% for the three months ended September 30, 2026 and 2025.

Previous wording

Other revenues from operations for the six months ended June 30, 2026 increased $3 million (9%) as compared to the comparable prior year period due to higher rental revenues. Other expenses from operations for the six months ended June 30, 2026 increased by $9 million (27%) as compared to the comparable prior year period due to higher lease expenses related to the transfer of properties from the Automotive segment.

Current wording

Other revenues from operations for the three months ended September 30, 2026 increased $16 million (160%) as compared to the comparable prior year period due to higher rental revenues from the properties transferred to the Real Estate segment in October 2025 and increased rental revenues from leases to Pep Boys beginning in August 2026. related to the retained Pep Boys leases. Other expenses from operations for the three months ended September 30, 2026 increased by $17 million (155%) as compared to the comparable prior year period due to higher lease expenses related to the transfer of properties from Automotive and the sale of Pep Boys.

Previous wording

Net sales for the six months ended June 30, 2026 increased $2 million (200%) as compared to the comparable prior year period due to an increase in single-family home sales. Cost of goods sold for the six months ended June 30, 2026 increased $2 million (200%) as compared to the prior year period due to an increase in single-family home sales. Gross margin as a percentage of net sales was 0% for each of the six months ended June 30, 2026 and 2025.

Current wording

Net sales for the nine months ended September 30, 2026 increased $3 million (300%) as compared to the comparable prior year period due to an increase in single-family home sales. Cost of goods sold for the nine months ended September 30, 2026 increased $3 million (300%) as compared to the prior year period due to an increase in single-family home sales. Gross margin as a percentage of net sales was 0% for each of the nine months ended September 30, 2026 and 2025.

Previous wording

Other revenues from operations for the three months ended June 30, 2026 increased $2 million (12%) as compared to the comparable prior year period due to higher rental revenues. Other expenses from operations for the three months ended June 30, 2026 increased by $6 million (35%) as compared to the comparable prior year period due to higher lease expenses related to the transfer of properties from the Automotive segment.

Current wording

Other revenues from operations for the nine months ended September 30, 2026 increased $19 million (43%) as compared to the comparable prior year period due to higher rental revenues from the properties transferred to the Real Estate segment in October 2025 and increased rental revenues from leases to Pep Boys beginning in August 2026. Other expenses from operations for the nine months ended September 30, 2026 increased by $26 million (59%) as compared to the comparable prior year period due higher lease expenses related to the transfer of properties from Automotive and the sale of Pep Boys.

Previous wording

Net sales for the three months ended June 30, 2026 decreased by $3 million (7%) as compared to the comparable prior year period mostly due to lower demand from our retail business. Cost of goods sold for the three months ended June 30, 2026 decreased $4 million (12%). Cost of goods sold was negatively impacted by the Iran war which resulted in lower production and higher unabsorbed costs. These unfavorable impacts were largely offset by a $4 million refund related to tariffs imposed under the International Emergency Economic Powers Act (“ IEEPA”), which favorably reduced cost of goods sold during the period. Gross margin as a percentage of net sales was 26% and 21% for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Net sales for the three months ended September 30, 2026 increased by $2 million (5%) as compared to the comparable prior year period mostly due to higher demand from our hospitality business. Cost of goods sold for the three months ended September 30, 2026 increased $5 million (14%). Cost of goods sold was negatively impacted by the Iran war which resulted in lower production and higher unabsorbed costs. Gross margin as a percentage of net sales was 9% and 17% for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Net sales for the six months ended June 30, 2026 decreased by $5 million (6%) as compared to the comparable prior year period mostly due to lower demand from our retail business. Cost of goods sold for the six months ended June 30, 2026 decreased $3 million (5%). Cost of goods sold was negatively impacted from the Iran war which resulted in lower production and higher unabsorbed costs. These unfavorable impacts were largely offset by a $4 million refund related to IEEPA tariffs, which favorably reduced cost of goods sold during the period. Gross margin as a percentage of net sales was 22% and 23% for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Net sales for the nine months ended September 30, 2026 decreased by $3 million (2%) as compared to the comparable prior year period mostly due to lower demand from our retail business. Cost of goods sold for the nine months ended September 30, 2026 increased $2 million (2%). Cost of goods sold was negatively impacted from the Iran war which resulted in lower production and higher unabsorbed costs. These unfavorable impacts were largely offset by a $4 million refund related to IEEPA tariffs, which favorably reduced cost of goods sold during the period. Gross margin as a percentage of net sales was 17% and 21% for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies. Drugs in active clinical development may generate positive cash flow if successful, but there is also the risk that these drugs may not progress through clinical trials, resulting in no return. Additionally, we incur research and development costs associated with these drugs.

Current wording

Our Pharma segment derives revenues primarily from the sale of its products directly to customers, wholesalers and pharmacies. Drugs in active clinical development may generate positive cash flow if successful, but there is also the risk

Previous wording

Net sales for the three months ended June 30, 2026 decreased $18 million (55%) as compared to the comparable prior year period primarily due to increased generic competition in the anti-obesity market resulting in decreased sales. Cost of goods sold for the three months ended June 30, 2026 decreased $7 million (44%) as compared to the comparable prior year period primarily due to decreased sales. Gross margin as a percentage of net sales was 40% and 52% for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Net sales for the three months ended September 30, 2026 decreased $4 million (20%) 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, 2026 decreased $5 million (36%) as compared to the comparable prior year period primarily due to decreased sales. Gross margin as a percentage of net sales was 44% and 30% for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Net sales for the six months ended June 30, 2026 decreased $26 million (46%) as compared to the comparable prior year period primarily due to increased generic competition in the anti-obesity market resulting in decreased sales. Cost of goods sold for the six months ended June 30, 2026 decreased $11 million (38%) as compared to the comparable prior year period primarily due to decreased sales. Gross margin as a percentage of net sales was 40% and 48% for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Net sales for the nine months ended September 30, 2026 decreased $30 million (39%) 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 nine months ended September 30, 2026 decreased $16 million (37%) as compared to the comparable prior year period primarily due to decreased sales. Gross margin as a percentage of net sales was 41% and 43% for the nine months ended September 30, 2026 and 2025, respectively.

Showing the first 40 of 65 pairs. Open the source sections for the rest.

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Current report — wording carried from elsewhere

Refer to our respective segment discussions and “Other Consolidated Results of Operations,” below for further discussion.

Current report — wording carried from elsewhere

results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the “Investment Segment Liquidity” section of our “Liquidity and Capital Resources” discussion for additional information regarding our Investment segment’s exposure as of and subsequent to September 30, 2026.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Net sales for the three months ended September 30, 2026 increased $1 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

Current report — wording carried from elsewhere

that these drugs may not progress through clinical trials, resulting in no return. Additionally, we incur research and development costs associated with these drugs.

Current report — wording carried from elsewhere

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 report — wording carried from elsewhere

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. During the nine months ended September 30, 2026, we sold 3,203,255 depositary units resulting in gross proceeds of $23 million pursuant to the Open Market Sale Agreement

Current report — wording carried from elsewhere

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.
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Previous report — wording carried elsewhere

extinguishment of debt in the six months ended June 30, 2026, (ii) fund the partial redemption of $217 million of CVR Energy’s existing $400 million in aggregate principal amount of 5.75% senior unsecured notes due 2028 at par in February 2026, resulting in a less than $1 million loss on extinguishment of debt in the six months ended June 30, 2026, and (iii) repay the aggregate principal balance of CVR Energy’s senior secured term loan facility (the “Term Loan”), resulting in a $3 million loss on extinguishment of debt in the six months ended June 30, 2026.

Previous report — wording carried elsewhere

Our operating businesses comprise consolidated subsidiaries which operate in various industries and are managed on a decentralized basis. In addition to our Investment segment’s revenues from investment transactions, revenues for

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Cost of goods sold for our Energy segment increased by $1.1 billion (32%) for the six months ended June 30, 2026 as compared to the comparable prior year period. The increase was primarily from our petroleum business, mainly due to higher throughput volumes as a result of the 2025 Coffeyville Refinery Turnaround in the prior period, an increase in the

Previous report — wording carried elsewhere

causing interim disruption, but its objective is to maintain global production capability while achieving improved cost structure. The restructuring activities were substantially completed during the first half of 2026. However, we do not expect the segment to realize the efficiency and performance gains from the restructuring until later in 2026, if at all.

Previous report — wording carried elsewhere

In June 2026, we distributed 38,864,540 depositary units to unitholders who did not elect to receive cash, of which 36,456,030 depositary units were distributed to Mr. Icahn and his affiliates. In connection with these distributions, aggregate cash distributions to all depositary unitholders that made a timely election to receive cash was $52 million, of which $25 million was distributed to Mr. Icahn and his affiliates in June 2026.

Previous report — wording carried elsewhere

aggregate principal balance of CVR Energy’s Term Loan, resulting in a $3 million loss on extinguishment of debt in the six months ended June 30, 2026.

Previous report — wording carried elsewhere

common unit, or approximately $64 million, which is payable August 17, 2026 to unitholders of record as of August 10, 2026. Our portion of the dividend is estimated to be approximately $2 million in cash.