Carl Icahn Receives 24.15M IEP Units in PIK Dividend; Ownership 518.9M
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Depositary Units | 24,149,325 | $8.1738 | $197.39M |
Footnotes (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. 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. 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. 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. 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. 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. 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. 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.
