Form 8-K

8-K — ICAHN ENTERPRISES L.P.

Accession: 0001104659-26-099264

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0000813762

SIC: 2911 (PETROLEUM REFINING)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2623713d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623713d1_ex99-1.htm)

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8-K — FORM 8-K

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0000813762

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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):

August 20, 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 or

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

(Former Name or Former Address, if Changed

Since Last Report)

N/A

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 7.01 Regulation FD Disclosure.

On August 20, 2026,

Icahn Enterprises L.P. (the “Company”) and Mavis Tire Express Services Corp. (“Mavis”) issued a joint press

release announcing the completion of the previously announced sale of The Pep Boys-Manny, Moe & Jack Holding Corp. (“Pep

Boys”) to Mavis Tire Supply, LLC. 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.

Item 8.01 Other Events.

On August 20, 2026, Icahn

Automotive Group LLC, a wholly-owned subsidiary of the Company, completed the previously announced sale of Pep Boys to Mavis Tire Supply,

LLC, a subsidiary of Mavis, for approximately $700 million in cash. As previously disclosed, the Company will retain the owned real estate

previously transferred to the Company from Pep Boys, as well as the AAMCO Transmissions and Precision Tune Auto Care businesses in the

Company’s Automotive segment.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 - Press Release dated August 20, 2026.

104 - Cover Page Interactive Data File (formatted in Inline XBRL in

Exhibit 101).

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

Date: August 20, 2026

By:

/s/ Robert Flint

Robert Flint

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623713d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Mavis

Completes Acquisition of Pep Boys from Icahn Enterprises

Transaction Adds 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, N.Y. & SUNNY ISLES BEACH, Fla. – August 20,

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 the completion of

Mavis’s previously announced acquisition of 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. Pep Boys will retain its brand identity

as part of the Mavis family of brands. IEP retained the owned real estate previously transferred to IEP from Pep Boys, as well as the

AAMCO Transmissions and Precision Tune Auto Care Businesses.

The acquisition brings together two highly recognized automotive service

networks and significantly expands Mavis’s scale and geographic reach. With the addition of nearly 800 Pep Boys locations, the Mavis

network now includes more than 4,400 service center locations across the United States and Canada, including a substantially expanded

presence across the Western United States.

“Closing this transaction marks an important milestone for Mavis

and an exciting next chapter for Pep Boys,” said Stephen Sorbaro, Co-Chief Executive Officer of Mavis. "Our focus now turns

to bringing our organizations together, supporting our technicians and store teams, and building on the strengths of both brands. Together,

we have an even greater opportunity to provide customers with dependable service, and I look forward to what’s ahead."

Transaction Details

Under the terms of the agreement, a subsidiary of Mavis acquired Pep

Boys from Icahn Automotive Group LLC for approximately $700 million in cash, subject to customary purchase price adjustments.

Advisors

Covington & Burling LLP and Bullard Law Group, PLLC served

as legal counsel, Jefferies served as exclusive financial advisor, and C Street Advisory Group served as strategic communications advisor

to Mavis. Brown Rudnick LLP served 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 anticipated benefits of

the transaction, and future plans and business opportunities. 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 from those expressed or implied in these forward-looking statements, including, among

others, the risk that the anticipated benefits of the transaction may not be realized, the response of business partners and competitors

to the announcement of the closing of the transaction, potential disruptions to current plans and operations, as well as the many uncertainties

and risks that affect the businesses referenced in this release. 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 4,400 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, Pep Boys, 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 Icahn Enterprises L.P.:

Ted Papapostolou, Chief Executive Officer

(305) 422-4100

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