Icahn Enterprises: Carl Icahn receives 40.5M units

The units were held indirectly through five named entities, and the reported position after the dividend was 658,924,537 Depositary Units.

Rhea-AI Filing Summary

ICAHN CARL C reported acquisition or exercise transactions in this Form 4 filing.

ICAHN ENTERPRISES L.P. (IEP) reports that Chairman of the Board Carl C. Icahn received 40,531,194 Depositary Units as a payment-in-kind dividend. The reported transaction date, September 23, 2026, is the date dividend amounts were determined; $7.0118 was the amount foregone for each unit received. The reported position afterward was 658,924,537 Depositary Units, held indirectly through CCI Onshore, Gascon, High Coast, Highcrest and Thornwood. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Other: 40,531,194 shares

Other 1 txn

Insider ICAHN CARL C

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Depositary Units F1, F2, F3, F5, F4, F6, F7, F8, F9, F10, F11	40,531,194	$7.0118	$284.20M

Holdings After Transaction: Depositary Units — 658,924,537 shares (Indirect, Please see footnotes)

Footnotes (11)

1. F1. Depository Units representing limited partner interests in Icahn Enterprises L.P. (the "Issuer").
2. F2. 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. F3. 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. F4. Represents the amount foregone in exchange for each Depository Unit received as a dividend.
5. F5. Mr. Icahn received 40,531,194 Depositary Units as a payment-in-kind dividend on 618,393,343 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. F6. CCI Onshore beneficially owns 140,783,739 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. F7. Gascon beneficially owns 90,575,678 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. F8. High Coast beneficially owns 330,183,150 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. F9. Highcrest beneficially owns 72,785,046 Depository Units. Starfire Holding Corporation ("Starfire") beneficially owns 100% of Highcrest. Modal LLC ("Modal") owns approximately 99.6% of Starfire. Carl C. Icahn is the sole member of Modal. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn, Modal 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, Modal and Starfire disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
10. F10. Thornwood beneficially owns 24,596,924 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. F11. 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.

Key Figures

Depositary Units received: 40,531,194 Depositary Units Amount foregone per unit: $7.0118 per Depositary Unit Reported position following transaction: 658,924,537 Depositary Units +1 more

4 metrics

Depositary Units received 40,531,194 Depositary Units Payment-in-kind dividend; reported date September 23, 2026

Amount foregone per unit $7.0118 per Depositary Unit Amount foregone in exchange for each unit received as a dividend

Reported position following transaction 658,924,537 Depositary Units Held indirectly through five entities

Units owned on dividend record date 618,393,343 Depositary Units Units on which the payment-in-kind dividend was received

Key Terms

payment-in-kind dividend, volume weighted average trading price, pecuniary interest

3 terms

payment-in-kind dividend financial

"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.

volume weighted average trading price financial

"volume weighted average trading price of units on NASDAQ"

Volume weighted average trading price (VWAP) is the average price of a security over a set period, calculated by giving more weight to prices where more shares were traded — in other words, prices with higher volume count more. Investors use VWAP as a benchmark to judge trade execution and market activity: it helps tell whether a buy or sell occurred at a better or worse price than the market’s typical traded level, like comparing your purchase to the crowd’s average.

pecuniary interest financial

"except to the extent of their pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many IEP Depositary Units did Carl C. Icahn receive?

Carl C. Icahn received 40,531,194 Depositary Units as a payment-in-kind dividend. The units were held indirectly through CCI Onshore, Gascon, High Coast, Highcrest and Thornwood.

How was the IEP payment-in-kind dividend amount determined?

The amount was determined based on each holder's election and the volume weighted average trading price of units on NASDAQ during five consecutive trading days following the election date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/25/2026 - 04:46 PM Accepted by SEC EDGAR 09/25/2026 - 04:45 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			CHAIRMAN OF THE BOARD

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Depositary Units(1)(2)	09/23/2026(3)		J(5)		40,531,194	A	$7.0118(4)	658,924,537	I	Please 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 40,531,194 Depositary Units as a payment-in-kind dividend on 618,393,343 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 140,783,739 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 90,575,678 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 330,183,150 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 72,785,046 Depository Units. Starfire Holding Corporation ("Starfire") beneficially owns 100% of Highcrest. Modal LLC ("Modal") owns approximately 99.6% of Starfire. Carl C. Icahn is the sole member of Modal. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn, Modal 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, Modal and Starfire disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.

10. Thornwood beneficially owns 24,596,924 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. Icahn	09/25/2026
	** Signature of Reporting Person	Date
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)