Form 4: Icahn Boosts IEP Ownership to 494.8M Units via Stock Dividend

Rhea-AI Filing Summary

Icahn Enterprises L.P. (IEP) – Form 4 insider filing dated 06/26/2025

Chairman, Director and >10% owner Carl C. Icahn reported receipt of 22,033,036 Depositary Units on 06/25/2025. The units were issued as a payment-in-kind (PIK) dividend (Transaction Code J) on the 472,750,583 units he already owned on the dividend record date. The filing assigns a value of $8.4589 per unit, representing the cash amount foregone for each unit distributed.

After the distribution, Icahn’s beneficial ownership rises to 494,783,619 units, all reported as indirect. The stake is held through several wholly controlled entities: CCI Onshore LLC (105.7 M units), Gascon Partners (68.0 M), High Coast LP (247.9 M), Highcrest Investors LLC (54.7 M) and Thornwood Associates LP (18.5 M). Footnotes confirm Icahn’s 100 % control of the general partners or managing members of each entity while expressly disclaiming beneficial ownership beyond economic interest.

No open-market purchases or sales were reported; the transaction is exempt from Section 16(b) short-swing profit rules under Rule 16b-3(d). Accordingly, the filing reflects routine dividend mechanics rather than a discretionary buy or sell decision. Icahn remains the largest unitholder and continues to serve as Chairman of the Board.

Positive

• Ownership increase: Icahn received 22.0 M additional units, underscoring continued economic alignment with other investors.

Negative

• No cash investment: Units were issued as a dividend, so the filing does not indicate incremental capital commitment or bullish open-market buying.

Insights

Insider Trading Analyst

TL;DR: Routine PIK dividend adds 22 M IEP units to Icahn’s indirect holdings; no cash purchase, neutral signal.

The Form 4 shows a mechanical increase in ownership via payment-in-kind distribution, not an open-market acquisition. Transaction code J and Rule 16b-3(d) exemption confirm it is a dividend election common to IEP’s structure. While the additional 22 M units lift Icahn’s stake to nearly 495 M, the move neither injects new capital nor alters control dynamics—Icahn already controls >85 % of outstanding units. For investors, the filing is informational with minimal trading signal; it does, however, reaffirm Icahn’s economic alignment with other unitholders.

Portfolio Manager

TL;DR: Stock dividend issuance modestly dilutes float; Icahn’s ownership percentage stays roughly constant—impact immaterial.

Because every unitholder could elect cash or units, Icahn’s acceptance of units simply mirrors his historical preference for non-cash distributions. The additional units keep his proportional ownership steady and do not constitute fresh buying pressure. From a portfolio standpoint, the event doesn’t change IEP’s leverage, liquidity, or governance profile. Market impact is expected to be negligible unless coupled with broader news on IEP’s operating subsidiaries or dividend policy.

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
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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 FL 33160

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	06/25/2025(3)		J(5)		22,033,036	A	$8.4589(4)	494,783,619	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. The reporting person received 22,033,036 Depositary Units as a payment-in-kind dividend on 472,750,583 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 105,713,907 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 68,012,888 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 247,933,108 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 54,653,989 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 18,469,727 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 12,008 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	06/26/2025
	** Signature of Reporting Person	Date
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FAQ

How many Icahn Enterprises (IEP) units did Carl Icahn receive on 25-Jun-2025?

22,033,036 Depositary Units were issued to him as a payment-in-kind dividend.

What is Carl Icahn’s total beneficial ownership in IEP after the transaction?

He now indirectly beneficially owns 494,783,619 units.

Was the reported Form 4 transaction a purchase or a dividend?

It was a payment-in-kind dividend (Transaction Code J), not an open-market purchase.

What price per unit is disclosed for the dividend units?

The filing lists an implied value of $8.4589 per unit.

Through which entities does Carl Icahn hold his IEP units?

Key entities include CCI Onshore LLC, Gascon Partners, High Coast LP, Highcrest Investors LLC, and Thornwood Associates LP.