Business Context and Reporting Period
Company: ICAHN ENTERPRISES L.P.
Filing Type: Form 8-K (Current Report)
Date of Report: July 19, 2026
Event: Entry into a Material Definitive Agreement to sell a major subsidiary.
Key Financial Metrics and Transaction Details
This filing reports a specific transaction rather than periodic financial performance metrics (revenue, profit, cash flow, or margins are not disclosed in this document).
- Transaction: Sale of 100% of the issued and outstanding capital stock of The Pep Boys-Manny, Moe & Jack Holding Corp. ("Pep Boys").
- Buyer: Mavis Tire Supply, LLC.
- Base Purchase Price: $700.0 million.
- Price Adjustments: Subject to adjustments for cash and cash equivalents, indebtedness, net working capital, unpaid seller expenses, and certain unpaid taxes.
- Reverse Termination Fee: $21.0 million payable by the Buyer if the Seller validly terminates the agreement due to Buyer breach or failure to close.
Material Changes and Transaction Status
The Company has agreed to sell Pep Boys, a subsidiary operating automotive maintenance and repair shops, distribution centers, and related real estate. Certain excluded entities and businesses of Pep Boys will not be transferred. The transaction is expected to close in the coming months, subject to customary closing conditions.
Guidance, Outlook, and Risks
Management Commentary: The Company issued a press release on July 21, 2026, announcing the agreement. The filing includes a cautionary statement regarding forward-looking statements.
Risks and Contingencies:
- Failure to satisfy closing conditions.
- Failure to obtain required regulatory approvals.
- Occurrence of events giving rise to termination of the Purchase Agreement.
- Representations and warranties in the agreement are qualified by confidential disclosure schedules and should not be relied upon as statements of fact regarding the Company.
Investor Verification Checklist
- Verify the final purchase price after adjustments for cash, debt, and working capital.
- Confirm the specific "excluded entities and businesses" of Pep Boys not included in the sale.
- Monitor the satisfaction of customary closing conditions and regulatory approvals.
- Review the full text of the Purchase Agreement when filed as an exhibit to a subsequent periodic report.
- Assess the impact of the divestiture on the Company's future revenue streams and liquidity.