Form 8-K

8-K — ICAHN ENTERPRISES L.P.

Accession: 0001104659-26-085237

Filed: 2026-07-21

Period: 2026-07-19

CIK: 0000813762

SIC: 2911 (PETROLEUM REFINING)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2620847d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2620847d1_ex99-1.htm)

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 19, 2026

(Commission File

Number)

(Exact Name of Registrant as Specified

in its Charter)

(Address of Principal Executive Offices)

(Zip Code)

(Telephone Number)

(State or Other

Jurisdiction of

Incorporation

Organization)

(I.R.S.

Employer

Identification

No.)

1-9516

ICAHN ENTERPRISES L.P.

16690 Collins Ave, PH-1

Sunny Isles Beach, FL 33160

(305) 422-4100

Delaware

13-3398766

N/A

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading

Symbol(s)

Name of each exchange on

which

registered:

Depositary Units of Icahn Enterprises L.P.

Representing Limited Partner Interests

IEP

Nasdaq Global Select Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule

12b-2 of the Securities Exchange Act of 1934. Emerging growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material Definitive Agreement

On July 19, 2026, Icahn Enterprises

L.P. (the “Company”), solely for purposes of specified provisions, including the seller guaranty described below, Icahn Automotive

Group LLC (“Seller” or “Icahn Automotive”), a Delaware limited liability company and a wholly-owned subsidiary

of the Company, Mavis Tire Supply, LLC (“Buyer”), a Delaware limited liability company, and Metis HoldCo, Inc. (“Buyer

Guarantor”), a Delaware corporation, solely for purposes of the buyer guaranty described below, entered into a Stock Purchase Agreement

(the “Purchase Agreement”). Pursuant to the terms of the 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 for cash and cash equivalents, indebtedness, net working capital, unpaid seller expenses and

certain unpaid taxes, to be finalized after closing of the transaction. In connection with the Purchase Agreement, the Company agreed

to guarantee the payment and performance of Seller’s obligations under the Purchase Agreement, and Buyer Guarantor agreed to guarantee

the payment and performance of Buyer’s obligations under the Purchase Agreement, in each case subject to the limitations set forth

in the Purchase Agreement.

Pep Boys and its subsidiaries

operate automotive maintenance and repair shops, distribution centers and related real estate, together with supporting store operations

management and distribution network functions and other related businesses. 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 transaction is

expected to close in the coming months, subject to satisfaction or waiver of customary closing conditions. If Seller validly

terminates the Purchase Agreement in certain circumstances relating to Buyer’s breach, failure to consummate the closing or

repudiation, Buyer will be required to pay Seller a reverse termination fee of $21.0 million, subject to the terms and limitations

set forth in the Purchase Agreement. The representations, warranties and covenants contained in the Purchase Agreement were made

only for purposes of the Purchase Agreement and solely for the benefit of the parties thereto. Such representations and warranties

were made as of the date of the Purchase Agreement and the closing date, may be subject to contractual standards of materiality

different from those generally applicable to investors, may be qualified by confidential disclosure schedules, and should not be

relied upon as statements of fact regarding the Company or its subsidiaries.

The foregoing

description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in

its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed by the Company as an exhibit to

a subsequent periodic report.

Item 7.01 Regulation FD Disclosure

On July 21, 2026, the Company

issued a press release announcing the Purchase Agreement and the transaction. The press release is attached as Exhibit 99.1 hereto and is

incorporated by reference herein.

The information furnished

pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated

by reference into any filing under the Securities Act of 1933, as amended.

Cautionary Statement Regarding Forward Looking

Statements

This Current Report on Form

8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements

regarding the proposed transaction, the expected timing of the closing and the satisfaction of closing conditions. These statements are

based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including,

among others, the failure to satisfy closing conditions, the failure to obtain required regulatory approvals, the occurrence of any event

that could give rise to termination of the Purchase Agreement, and other risks and uncertainties described in the Company's filings with

the SEC. The Company undertakes no obligation to update any forward-looking statements except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release dated July 21, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

ICAHN ENTERPRISES L.P.

(Registrant)

By:

Icahn Enterprises G.P. Inc.,

its general partner

By:

/s/ Robert Flint

Date: July 21, 2026

Robert Flint

Chief Financial Officer & Chief Accounting Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620847d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Mavis to Acquire Pep Boys from Icahn Enterprises

for $700 Million in Cash

Transaction Accelerates Mavis's Growth Strategy,

Adding Iconic Pep Boys Brand and Significant Western U.S. Footprint to Mavis Network

Icahn Enterprises to Retain Owned Real Estate

as well as AAMCO Transmissions and Precision Tune Auto Care Businesses

White

Plains, NY and Sunny Isles Beach, FL, July 21, 2026 – Mavis Tire Express Services Corp. (“Mavis” or the “Company”),

one of the largest independent tire and service providers in North America, and Icahn Enterprises L.P. (NASDAQ: IEP) (“IEP”)

today announced that they have entered into a definitive agreement pursuant to which a subsidiary of Mavis will acquire The Pep Boys-Manny,

Moe & Jack Holding Corp. (“Pep Boys”) from Icahn Automotive Group LLC, a subsidiary of IEP, for approximately $700 million

in cash, subject to customary purchase price adjustments. IEP will retain the owned real estate previously transferred to IEP from Pep

Boys, as well as the AAMCO Transmissions and Precision Tune Auto Care Businesses.

Pep Boys is an established leader in automotive services, offering

tires, repairs, oil changes, and maintenance services from nearly 800 locations nationwide. The acquisition expands Mavis’s presence

in new and existing markets, particularly across the Western United States, where Pep Boys has a significant retail footprint, and grows

Mavis’s network to more than 4,400 service center locations across the United States and Canada.

“Today's

announcement marks a significant milestone as Mavis continues to execute its growth strategy. Pep Boys is one of the most well-respected

names in the automotive aftermarket, and we look forward to welcoming it into the Mavis family of brands," said David Sorbaro, Co-Chief

Executive Officer of Mavis. “Pep Boys brings a loyal customer base, deep-rooted market presence across the United States, and a

distribution network that will meaningfully enhance our supply chain nationwide. Together, we will create a stronger, more geographically

diverse platform with the scale and capabilities to provide dependable service to even more customers and create meaningful opportunities

for employees. We have tremendous respect for what the Pep Boys team has built, and we look forward to

partnering with them to drive their continued success.”

“For more than 100 years, Pep Boys has earned the trust of drivers across the country by delivering quality service with honesty and care,”

said Joe Auriemma, Chief Executive Officer of Pep Boys. “Mavis shares these values and, as part of the Mavis family, Pep

Boys will have the scale, footprint, and operational and technological strength to continue building on its legacy as it enters a new

chapter of growth.”

“We believe that the combined businesses will benefit greatly

from the inevitable economies of scale and from the great experience of the Mavis team in this industry. We welcome the Mavis acquisition

and are thankful to all of the employees of Pep Boys who made this transaction possible,” said Carl C. Icahn, Chairman of IEP.

“Icahn Enterprises acquired Pep Boys in 2016 because of its exceptional

fundamentals – a storied brand, a loyal customer base, and a footprint that needed the right stewardship to realize its full potential,”

said Ted Papapostolou, Chief Executive Officer of IEP. “Over the past decade, we have worked closely with the Pep Boys team to grow

the company and strengthen its competitive position while maintaining best-in-class customer service. I look forward to watching Pep Boys

continue to grow and succeed as part of Mavis.”

The transaction is expected to close in the coming months, subject

to satisfaction or waiver of customary closing conditions.

Advisors

Covington

& Burling LLP and Bullard Law Group, PLLC are serving as legal counsel, Jefferies is serving as exclusive financial advisor,

and C Street Advisory Group is serving as strategic communications advisor to Mavis. Brown Rudnick LLP is

serving as legal counsel to IEP.

Caution Concerning Forward Looking Statements

This release may contain certain “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction, the

expected timing of the closing and the satisfaction of closing conditions. Forward-looking statements may be identified by words such

as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”

“estimates,” “will” or words of similar meaning. These statements are based on current expectations and are subject

to risks and uncertainties that could cause actual results to differ materially, including, among others, the failure to satisfy closing

conditions, the failure to obtain required regulatory approvals, the occurrence of any event that could give rise to the termination of

the transaction agreements. There can be no assurance that any forward-looking information will result or be achieved. We undertake no

obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or

otherwise.

About Mavis Tire Express Services Corp.

Mavis Tire Express Services Corp. (“Mavis”) is one of North

America's largest independent tire and vehicle service providers, with a rapidly growing footprint of more than 3,600 owned and franchised

retail locations across the U.S. and Canada. Headquartered in White Plains, New York, Mavis delivers expert automotive care—including

tires and brakes, oil changes, inspections, and auto repair—through a family of trusted brands.

Mavis owns and operates a portfolio of auto service center brands including

Mavis Discount Tire, Mavis Tires & Brakes, Midas, Express Oil Change & Tire Engineers, Brakes Plus, Tire Kingdom, NTB (National

Tire & Battery), Town Fair Tire, and Tuffy. Together, these brands serve millions of drivers each year with a commitment to dependability,

safety, convenience, and value.

For more information about Mavis or its family of automotive brands,

visit www.mavis.com.

About The Pep Boys-Manny, Moe & Jack Holding Corp.

Pep Boys is a trusted leader in automotive services, dedicated to keeping

drivers on the road with reliable maintenance and repair solutions. With nearly 800 locations across the U.S. and Puerto Rico, our team

of skilled professionals, including many ASE-certified technicians, serves millions of customers each year, ranging from everyday drivers

to commercial fleets.

Founded in 1921 by Navy veterans Manny, Moe and Jack, Pep Boys is built

on a foundation of passion, trust and safety. More than a century later, we continue to honor that legacy by providing expert care, exceptional

service and a strong commitment to the communities we serve.

We keep people moving.

Learn

more at www.pepboys.com.

About Icahn Enterprises L.P.

Icahn Enterprises L.P., a master limited partnership, is a diversified

holding company engaged in seven primary business segments: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion

and Pharma.

Media Contacts

For Mavis Tire Express Services Corp.:

C Street Advisory Group

Mavis@thecstreet.com

For The Pep Boys-Manny, Moe & Jack Holding Corp.:

mediarelations@pepboys.com

For Icahn Enterprises L.P.:

Ted Papapostolou, Chief Executive Officer

(305) 422-4100

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