Icahn Enterprises (IEP) risk factors, FY2025 10-K

Risks Relating to Our Structure

1. 01Our general partner, and its control person, has significant influence over us, and sales by our controlling unitholder pursuant to a margin call or otherwise could cause our unit price or the value of our assets in the Investment Funds to decline or otherwise impact our liquidity
2. 02Mr. Icahn, through affiliates, owns 100% of Icahn Enterprises GP, the general partner of Icahn Enterprises, and approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2025, and, as a result, has the ability to influence many aspects of our operations and affairs25% rewritten
3. 03We have engaged, and in the future may engage, in transactions with our affiliates
4. 04We are subject to the risk of becoming an investment company
5. 05We may structure transactions in a less advantageous manner to avoid becoming subject to the Investment Company Act
6. 06We may become taxable as a corporation if we are no longer treated as a partnership for U.S. federal income tax purposes
7. 07We may be negatively impacted by the potential for changes in tax laws53% rewritten
8. 08Holders of depositary units may be required to pay tax on their share of our income even if they did not receive cash distributions from us
9. 09Tax gain or loss on the disposition of our depositary units could be more or less than expected
10. 10Tax-exempt entities may recognize unrelated business taxable income they receive from holding our units, and may face other unique issues specific to their U.S. federal income tax classification
11. 11We may be liable for any underwithholding by nominees on our distributions or on transfers of our units made after January 1, 2023
12. 12Our unitholders likely will be subject to state and local taxes and return filing or withholding requirements in states in which they do not live as a result of investing in our units
13. 13We may be subject to the pension liabilities of our affiliates25% rewritten
14. 14We are a limited partnership and a “controlled company” within the meaning of the Nasdaq rules and as such are exempt from certain corporate governance requirements
15. 15Certain members of our management team may be involved in other business activities that may involve conflicts of interest
16. 16Holders of Icahn Enterprises’ depositary units have limited voting rights, including rights to participate in our management
17. 17Holders of Icahn Enterprises’ depositary units may not have limited liability in certain circumstances and may be personally liable for the return of distributions that cause our liabilities to exceed our assets
18. 18Since we are a limited partnership, you may not be able to pursue legal claims against us in U.S. federal courts
19. 19We have become subject to, and may in the future be subject to, short selling strategies driving down the market price of our depositary units and increasing the volatility of the trading market for our depositary units, as well as regulatory investigations and litigation31% rewritten

Risks Relating to Liquidity and Capital Requirements

1. 20We are a holding company and depend on the businesses of our subsidiaries to satisfy our obligations
2. 21To service our indebtedness, we will require a significant amount of cash. Our ability to maintain our current cash position or generate cash depends on many factors beyond our control30% rewritten
3. 22We may not have sufficient funds necessary to finance a change of control offer that may be required by the indentures governing our senior notes
4. 23We have made significant investments in the Investment Funds and negative performance of the Investment Funds may result in a significant decline in the value of our investments
5. 24Future cash distributions to Icahn Enterprises’ unitholders, if any, can be affected by numerous factors

Risks Relating to Our Investment Segment

1. 25Our investments may be subject to significant uncertainties
2. 26The historical financial information for the Investment Funds is not necessarily indicative of its future performance
3. 27Our Investment segment’s revenue depends on the investments made by the Investment Funds. There are numerous and significant risks associated with these investments, certain of which are described in this risk factor and in other risk factors set forth herein and in our other filings with the SEC
4. 28We may not be able to identify suitable investments, and our investments may not result in favorable returns or may result in losses
5. 29Successful execution of our activist investment activities involves many risks, certain of which are outside of our control
6. 30The Investment Funds make investments in companies we do not control
7. 31The use of leverage in investments by the Investment Funds may pose a significant degree of risk and may enhance the possibility of significant loss in the value of the investments in the Investment Funds
8. 32The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), enacted into law in July 2010, resulted in regulations affecting almost every part of the financial services industry
9. 33The ability to hedge investments successfully is subject to numerous risks
10. 34The Investment Funds invest in distressed securities, as well as bank loans, asset backed securities and mortgage-backed securities
11. 35The Investment Funds may invest in companies that are based outside of the United States, which may expose the Investment Funds to additional risks not typically associated with investing in companies that are based in the United States
12. 36The Investment Funds’ investments are subject to numerous additional risks including those described below

Risks Relating to our Consolidated Operating Subsidiaries

1. 37Changes in regulations and regulatory actions can adversely affect our operating results and our ability to allocate capital
2. 38Our operating subsidiaries operate businesses which are subject to the risk of operational disruptions, damage to property, injury to persons or environmental and legal liability. Our operating subsidiaries could incur potentially significant costs to the extent there are unforeseen events which are not fully insured
3. 39Environmental laws and regulations could require our operating subsidiaries to make substantial capital expenditures to remain in compliance or to remediate current or future contamination that could give rise to material liabilities33% rewritten
4. 40Our Energy segment’s businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows
5. 41Compliance with the U.S. Environmental Protection Agency Renewable Fuel Standard, with respect to our Energy segment, could have a material adverse effect on our financial condition and results of operations28% rewritten
6. 42Commodity derivative contracts, particularly with respect to our Energy segment, may limit our potential gains, exacerbate potential losses and involve other risks
7. 43As a result, CVR Energy’s risk mitigation strategy and activities could have a material adverse impact on our Energy segment’s financial results and cash flows
8. 44Certain of our subsidiaries have operations in foreign countries which expose them to risks related to economic and political conditions, currency fluctuations, import/export restrictions, regulatory and other risks
9. 45The likelihood of such occurrences and their potential effect on our businesses are unpredictable and vary from country-to-country
10. 46Certain of our businesses have substantial indebtedness, which could restrict their business activities and/or could subject them to significant interest rate risk
11. 47A significant labor dispute involving any of our businesses or one or more of their customers or suppliers or that could otherwise affect our operations could adversely affect our financial performance
12. 48We need qualified personnel to manage and operate our various businesses76% rewritten
13. 49Global economic conditions may have adverse impacts on our businesses and financial condition
14. 50An increase in inflation could have adverse effects on our results of operations90% rewritten
15. 51We and our subsidiaries are subject to cybersecurity and other technological risks that could disrupt our information technology systems and adversely affect our financial performance
16. 52Software implementation and upgrades at certain of our subsidiaries may result in complications that adversely impact the timeliness, accuracy and reliability of internal and external reporting
17. 53Investor and market sentiment towards climate change, fossil fuels, GHG emissions, environmental justice, and other Environmental, Social and Governance (“ESG”) matters could adversely affect our business and cost of capital
18. 54We or our subsidiaries may pursue acquisitions or other affiliations that involve inherent risks, any of which may cause us not to realize anticipated benefits, and we may have difficulty integrating the operations of any companies that may be acquired, which may adversely affect our operations