[Form 4] ICAHN ENTERPRISES L.P. Insider Trading Activity

Rhea-AI Filing Summary

Carl C. Icahn, chairman and >10% owner of Icahn Enterprises L.P. (IEP), received 24,149,325 depository units as a payment-in-kind dividend on 09/24/2025. The filing reports that those units were issued based on 494,783,619 units owned on the dividend record date and that the transaction is exempt from Section 16(b) liability under Rule 16(b)-3(d). After the issuance, Mr. Icahn's reported beneficial ownership totaled 518,932,944 depository units, held indirectly through entities including CCI Onshore, Gascon, High Coast, Highcrest and Thornwood. The form indicates an amount foregone of $8.1738 per unit in connection with the dividend election and discloses customary disclaimers that certain entities and Mr. Icahn may be deemed indirect owners of specific pools of units.

Positive

• Substantial increase in reported ownership to 518,932,944 depository units, reinforcing Mr. Icahn's large stake
• Transaction exempt from Section 16(b) under Rule 16(b)-3(d), indicating standard treatment for PIK dividends

Negative

• Increase in outstanding units via PIK dividend could dilute per-unit metrics if not offset by company performance
• Holding structure is complex and indirect, which may obscure direct voting control and economic exposure

Insights

Financial Analyst

TL;DR: A large payment-in-kind dividend increased reported indirect holdings materially but did not reflect open-market purchases.

The Form 4 documents a substantial in-kind dividend issuance of 24.15 million depository units to Carl Icahn, raising reported beneficial ownership to 518.93 million units. This is a non-cash distribution recorded under Rule 16(b)-3(d), so it does not alter free-float through purchases or sales. The disclosed $8.1738 amount represents the value foregone per unit in the exchange. For valuation or voting-power analysis, the key takeaways are the increase in reported holdings and the continued use of multiple affiliated entities to hold units indirectly; there is no indication of additional market transactions or changes to leverage or capital structure in this filing.

Corporate Governance Expert

TL;DR: The filing shows an internal reallocation via entities under Mr. Icahn's control, increasing indirect ownership but following standard Rule 16 reporting practice.

The disclosure maps the ownership chain (CCI Onshore, High Coast, Gascon, Highcrest, Thornwood) and reiterates typical disclaimers of beneficial ownership except for pecuniary interest. The payment-in-kind dividend and resultant increase in reported units are material from a control and voting-power perspective; however, because the units were issued as a dividend (not purchased), the transaction is exempt from short-swing liability and presents routine governance disclosure rather than a change in control intent. Investors should note the sizable aggregate holding reported but the filing contains no governance actions or changes in board composition.

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/24/2025

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)	09/24/2025(3)		J(5)		24,149,325	A	$8.1738(4)	518,932,944	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 24,149,325 Depositary Units as a payment-in-kind dividend on 494,783,619 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 110,873,576 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 71,332,451 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 260,034,192 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 57,321,531 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 19,371,194 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	09/26/2025
	** 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.
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FAQ

What did Carl Icahn report on Form 4 for IEP on 09/24/2025?

The Form 4 reports that Carl C. Icahn received 24,149,325 depository units as a payment-in-kind dividend on 09/24/2025 and now beneficially owns 518,932,944 units indirectly.

How many units were owned on the dividend record date?

The filing states 494,783,619 depository units were owned on the dividend record date, which was the basis for the payment-in-kind dividend.

What does the $8.1738 figure in the Form 4 represent?

The filing explains that $8.1738 represents the amount foregone in exchange for each depository unit received as a dividend under the election.

Was this transaction a market purchase or exempt from short-swing liability?

This was a payment-in-kind dividend issuance and is reported as exempt from Section 16(b) liability pursuant to Rule 16(b)-3(d), not an open-market purchase.

Through which entities are the units held indirectly?

Units are held indirectly through entities including CCI Onshore LLC, Gascon Partners, High Coast, Highcrest Investors LLC and Thornwood Associates LP, with ownership chains disclosed in the footnotes.