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Carl Icahn (IEP) reports 36,456,030-unit payment-in-kind dividend, 618M units held

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ICAHN ENTERPRISES L.P. reported that Carl C. Icahn received 36,456,030 Depositary Units as a payment-in-kind dividend on 581,937,313 Depositary Units owned on the dividend record date. The Form 4 treats this as an “other” transaction exempt from Section 16(b) liability under Rule 16(b)-3(d).

After the dividend, Mr. Icahn is shown as indirectly holding 618,393,343 Depositary Units through entities including CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC and Thornwood Associates Limited Partnership. Various footnotes explain that he may be deemed to beneficially own these interests through intermediate entities, while disclaiming beneficial ownership beyond his pecuniary interest.

Positive

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Insider ICAHN CARL C
Role null
Type Security Shares Price Value
Other Depositary Units 36,456,030 $7.2956 $265.97M
Holdings After Transaction: Depositary Units — 618,393,343 shares (Indirect, Please see footnotes)
Footnotes (1)
  1. Depository Units representing limited partner interests in Icahn Enterprises L.P. (the "Issuer"). Comprised of Depositary Units held indirectly through CCI Onshore LLC ("CCI Onshore"), Gascon Partners ("Gascon"), High Coast Limited Partnership ("High Coast"), Highcrest Investors LLC ("Highcrest") and Thornwood Associates Limited Partnership ("Thornwood"). Represents the date on which dividend amounts are determined based on the election of each holder and the volume weighted average trading price of units on NASDAQ during five consecutive trading days following the election date. Represents the amount foregone in exchange for each Depository Unit received as a dividend. Mr. Icahn received 36,456,030 Depositary Units as a payment-in-kind dividend on 581,937,313 Depositary Units owned on the dividend record date in a transaction exempt from Section 16(b) liability pursuant to Rule 16(b)-3(d) promulgated under the Securities Exchange Act of 1934, as amended. CCI Onshore beneficially owns 132,123,972 Depository Units. High Coast is the sole member of CCI Onshore. Little Meadow Corp. ("Little Meadow") is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn, Little Meadow and High Coast (by virtue of their relationships to CCI Onshore) may be deemed to indirectly beneficially own the Depository Units which CCI Onshore owns. Each of Mr. Icahn, Little Meadow and High Coast disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein. Gascon beneficially owns 85,004,265 Depository Units. Little Meadow is the managing general partner of Gascon. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to Gascon) may be deemed to indirectly beneficially own the Depository Units which Gascon owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein. High Coast beneficially owns 309,873,208 Depository Units. Little Meadow is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to High Coast) may be deemed to indirectly beneficially own the Depository Units which High Coast owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein. Highcrest beneficially owns 68,307,958 Depository Units. Starfire Holding Corporation ("Starfire") beneficially owns 100% of Highcrest. Carl C. Icahn beneficially owns 100% of Starfire. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Starfire (by virtue of their relationships to Highcrest) may be deemed to indirectly beneficially own the Depository Units which Highcrest owns. Each of Mr. Icahn and Starfire disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein. Thornwood beneficially owns 23,083,940 Depository Units. Barberry Corp. ("Barberry") is the general partner of Thornwood. Carl C. Icahn beneficially owns 100% of Barberry. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Barberry (by virtue of their relationships to Thornwood) may be deemed to indirectly beneficially own the Depository Units which Thornwood owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein. Mr. Icahn may be deemed to indirectly beneficially own the 17,704 Depository Units owned by Gail Golden, his wife, which are not included in the total reported in column 5. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.
Payment-in-kind dividend units 36,456,030 Depositary Units Units received by Carl Icahn as dividend
Units on record date 581,937,313 Depositary Units Depositary Units owned on dividend record date
Units after transaction 618,393,343 Depositary Units Indirect holdings following dividend
CCI Onshore holdings 132,123,972 Depositary Units Beneficially owned by CCI Onshore LLC
Gascon Partners holdings 85,004,265 Depositary Units Beneficially owned by Gascon Partners
High Coast holdings 309,873,208 Depositary Units Beneficially owned by High Coast Limited Partnership
Highcrest holdings 68,307,958 Depositary Units Beneficially owned by Highcrest Investors LLC
Thornwood holdings 23,083,940 Depositary Units Beneficially owned by Thornwood Associates Limited Partnership
Depositary Units financial
"Depository Units representing limited partner interests in Icahn Enterprises L.P."
payment-in-kind dividend financial
"Mr. Icahn received 36,456,030 Depositary Units as a payment-in-kind dividend"
A payment-in-kind dividend is when a company pays shareholders with additional securities—usually extra shares or debt instruments—instead of cash. It matters to investors because it conserves the company’s cash but effectively gives you store credit rather than money in your pocket, which can lower your ownership percentage and make your return less liquid or harder to sell immediately. Knowing this helps assess a company’s cash health and the real value of the payout.
Rule 16(b)-3(d) regulatory
"transaction exempt from Section 16(b) liability pursuant to Rule 16(b)-3(d)"
indirectly beneficially own financial
"may be deemed to indirectly beneficially own the Depository Units which CCI Onshore owns"
pecuniary interest financial
"disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ICAHN CARL C
(Last)(First)(Middle)
C/O ICAHN ASSOCIATES HOLDING LLC
16690 COLLINS AVE., PH-1
(Street)
SUNNY ISLES BEACH FLORIDA 33160
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
ICAHN ENTERPRISES L.P. [ IEP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)XOther (specify below)
CHAIRMAN OF THE BOARD
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Depositary Units(1)(2)06/25/2026(3)J(5)36,456,030A$7.2956(4)618,393,343IPlease see footnotes(6)(7)(8)(9)(10)(11)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Depository Units representing limited partner interests in Icahn Enterprises L.P. (the "Issuer").
2. Comprised of Depositary Units held indirectly through CCI Onshore LLC ("CCI Onshore"), Gascon Partners ("Gascon"), High Coast Limited Partnership ("High Coast"), Highcrest Investors LLC ("Highcrest") and Thornwood Associates Limited Partnership ("Thornwood").
3. Represents the date on which dividend amounts are determined based on the election of each holder and the volume weighted average trading price of units on NASDAQ during five consecutive trading days following the election date.
4. Represents the amount foregone in exchange for each Depository Unit received as a dividend.
5. Mr. Icahn received 36,456,030 Depositary Units as a payment-in-kind dividend on 581,937,313 Depositary Units owned on the dividend record date in a transaction exempt from Section 16(b) liability pursuant to Rule 16(b)-3(d) promulgated under the Securities Exchange Act of 1934, as amended.
6. CCI Onshore beneficially owns 132,123,972 Depository Units. High Coast is the sole member of CCI Onshore. Little Meadow Corp. ("Little Meadow") is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn, Little Meadow and High Coast (by virtue of their relationships to CCI Onshore) may be deemed to indirectly beneficially own the Depository Units which CCI Onshore owns. Each of Mr. Icahn, Little Meadow and High Coast disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
7. Gascon beneficially owns 85,004,265 Depository Units. Little Meadow is the managing general partner of Gascon. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to Gascon) may be deemed to indirectly beneficially own the Depository Units which Gascon owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
8. High Coast beneficially owns 309,873,208 Depository Units. Little Meadow is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to High Coast) may be deemed to indirectly beneficially own the Depository Units which High Coast owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
9. Highcrest beneficially owns 68,307,958 Depository Units. Starfire Holding Corporation ("Starfire") beneficially owns 100% of Highcrest. Carl C. Icahn beneficially owns 100% of Starfire. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Starfire (by virtue of their relationships to Highcrest) may be deemed to indirectly beneficially own the Depository Units which Highcrest owns. Each of Mr. Icahn and Starfire disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
10. Thornwood beneficially owns 23,083,940 Depository Units. Barberry Corp. ("Barberry") is the general partner of Thornwood. Carl C. Icahn beneficially owns 100% of Barberry. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Barberry (by virtue of their relationships to Thornwood) may be deemed to indirectly beneficially own the Depository Units which Thornwood owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
11. Mr. Icahn may be deemed to indirectly beneficially own the 17,704 Depository Units owned by Gail Golden, his wife, which are not included in the total reported in column 5. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.
/s/ Carl C. Icahn06/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Carl Icahn report for IEP on this Form 4?

Carl Icahn reported an “other” transaction where he received 36,456,030 Depositary Units as a payment-in-kind dividend. The dividend was calculated on 581,937,313 units owned on the record date and is described as exempt from Section 16(b) liability under Rule 16(b)-3(d).

How many Icahn Enterprises (IEP) units did Carl Icahn hold after the reported dividend?

After the payment-in-kind dividend, Carl Icahn is shown as indirectly holding 618,393,343 Depositary Units. These holdings are attributed through several affiliated entities, including CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC and Thornwood Associates Limited Partnership.

How was the 36,456,030-unit dividend to Carl Icahn determined for IEP?

The 36,456,030-unit payment-in-kind dividend was based on 581,937,313 Depositary Units owned on the dividend record date. A footnote explains that dividend amounts depend on each holder’s election and the volume-weighted average trading price during five consecutive NASDAQ trading days following the election date.

What does the Form 4 say about Carl Icahn’s beneficial ownership of IEP units?

Footnotes state that various entities, such as CCI Onshore, Gascon, High Coast, Highcrest and Thornwood, beneficially own large blocks of Depositary Units. Through intermediate entities he fully owns, Carl Icahn may be deemed to indirectly beneficially own these units, while disclaiming ownership beyond his pecuniary interest.

Which entities hold significant Icahn Enterprises (IEP) Depositary Units linked to Carl Icahn?

Entities listed include CCI Onshore LLC with 132,123,972 Depositary Units, Gascon Partners with 85,004,265, High Coast with 309,873,208, Highcrest with 68,307,958 and Thornwood with 23,083,940. Each is tied to Carl Icahn through intermediate ownership structures described in the footnotes.

Is Carl Icahn’s IEP dividend transaction described as a routine restructuring event?

The transaction carries code “J” for other acquisition or disposition and is classified as a restructuring-type event in the transaction summary. It is specifically described as a payment-in-kind dividend that is exempt from Section 16(b) liability under Rule 16(b)-3(d) of the Exchange Act.