{"url_path":"/sec/iep/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/813762/0001104659-26-085237-index.html","accession_number":"0001104659-26-085237","cik":"0000813762","ticker":"IEP","issuer_name":"ICAHN ENTERPRISES L.P.","edgar_url":"https://www.sec.gov/Archives/edgar/data/813762/0001104659-26-085237-index.html","primary_entity_key":"0000813762","primary_entity_name":"ICAHN ENTERPRISES L.P."},"word_count":481,"has_tables":true,"body_markdown":"**Item 1.01 Entry Into a Material Definitive Agreement**\n\n** **\n\nOn July 19, 2026, Icahn Enterprises\nL.P. (the “Company”), solely for purposes of specified provisions, including the seller guaranty described below, Icahn Automotive\nGroup LLC (“Seller” or “Icahn Automotive”), a Delaware limited liability company and a wholly-owned subsidiary\nof the Company, Mavis Tire Supply, LLC (“Buyer”), a Delaware limited liability company, and Metis HoldCo, Inc. (“Buyer\nGuarantor”), a Delaware corporation, solely for purposes of the buyer guaranty described below, entered into a Stock Purchase Agreement\n(the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, Icahn Automotive agreed to sell to Buyer, and\nBuyer agreed to purchase from Icahn Automotive, all of the issued and outstanding capital stock of The Pep Boys-Manny, Moe & Jack\nHolding Corp., a Delaware corporation and wholly-owned subsidiary of Icahn Automotive (“Pep Boys”), for a base purchase price\nof $700.0 million, subject to adjustments for cash and cash equivalents, indebtedness, net working capital, unpaid seller expenses and\ncertain unpaid taxes, to be finalized after closing of the transaction. In connection with the Purchase Agreement, the Company agreed\nto guarantee the payment and performance of Seller’s obligations under the Purchase Agreement, and Buyer Guarantor agreed to guarantee\nthe payment and performance of Buyer’s obligations under the Purchase Agreement, in each case subject to the limitations set forth\nin the Purchase Agreement.\n\n \n\nPep Boys and its subsidiaries\noperate automotive maintenance and repair shops, distribution centers and related real estate, together with supporting store operations\nmanagement and distribution network functions and other related businesses. Certain excluded entities\nand businesses of Pep Boys will not be transferred to Buyer in connection with the transactions contemplated by the Purchase Agreement.\n\n \n\nThe transaction is\nexpected to close in the coming months, subject to satisfaction or waiver of customary closing conditions. If Seller validly\nterminates the Purchase Agreement in certain circumstances relating to Buyer’s breach, failure to consummate the closing or\nrepudiation, Buyer will be required to pay Seller a reverse termination fee of $21.0 million, subject to the terms and limitations\nset forth in the Purchase Agreement. The representations, warranties and covenants contained in the Purchase Agreement were made\nonly for purposes of the Purchase Agreement and solely for the benefit of the parties thereto. Such representations and warranties\nwere made as of the date of the Purchase Agreement and the closing date, may be subject to contractual standards of materiality\ndifferent from those generally applicable to investors, may be qualified by confidential disclosure schedules, and should not be\nrelied upon as statements of fact regarding the Company or its subsidiaries.\n\n \n\nThe foregoing\ndescription of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in\nits 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\na subsequent periodic report."}