Icahn receives 32.5M Icahn Enterprises units as dividend

Icahn Enterprises L.P. reported that Carl C. Icahn, through affiliated entities, received 32,536,774 Depositary Units as a payment-in-kind dividend on 549,400,539 Depositary Units owned on the dividend record date.

Rhea-AI Filing Summary

Icahn Enterprises L.P. reported that Carl C. Icahn, through affiliated entities, received 32,536,774 Depositary Units as a payment-in-kind dividend on 549,400,539 Depositary Units owned on the dividend record date. This increased his indirect holdings to 581,937,313 Depositary Units.

The Depositary Units are held indirectly through entities including CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC and Thornwood Associates Limited Partnership. The transaction is described as exempt from Section 16(b) liability under Rule 16b-3(d) and involves indirect beneficial ownership with customary pecuniary-interest disclaimers.

Insider Trade Summary

Other: 32,536,774 shares

Other 1 txn

Insider ICAHN CARL C

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Depositary Units	32,536,774	$7.6744	$249.70M

Holdings After Transaction: Depositary Units — 581,937,313 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 32,536,774 Depositary Units as a payment-in-kind dividend on 549,400,539 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 124,334,891 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 79,993,024 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 291,605,308 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 64,281,013 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. F10. Thornwood beneficially owns 21,723,077 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

Dividend units received: 32,536,774 Depositary Units Units on record date: 549,400,539 Depositary Units Price reference: $7.6744 per unit +4 more

7 metrics

Dividend units received 32,536,774 Depositary Units Payment-in-kind dividend to Carl Icahn

Units on record date 549,400,539 Depositary Units Holdings on dividend record date

Price reference $7.6744 per unit Transaction price per Depositary Unit

Post-transaction holdings 581,937,313 Depositary Units Indirect holdings after dividend

CCI Onshore holdings 124,334,891 Depositary Units Beneficially owned by CCI Onshore LLC

Gascon holdings 79,993,024 Depositary Units Beneficially owned by Gascon Partners

High Coast holdings 291,605,308 Depositary Units Beneficially owned by High Coast Limited Partnership

Key Terms

Depositary Units, payment-in-kind dividend, beneficially owns, indirectly beneficially own, +1 more

5 terms

Depositary Units financial

"Depository Units representing limited partner interests in Icahn Enterprises L.P."

payment-in-kind dividend financial

"Mr. Icahn received 32,536,774 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.

beneficially owns financial

"CCI Onshore beneficially owns 124,334,891 Depository Units."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

indirectly beneficially own financial

"may be deemed to indirectly beneficially own the Depository Units which CCI Onshore owns."

Section 16(b) liability regulatory

"in a transaction exempt from Section 16(b) liability pursuant to Rule 16(b)-3(d)"

FAQ

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

What insider transaction did Icahn Enterprises (IEP) disclose for Carl Icahn?

Carl C. Icahn received 32,536,774 Icahn Enterprises Depositary Units as a payment-in-kind dividend. The dividend was based on 549,400,539 units he owned on the record date and increased his indirect holdings to 581,937,313 units through various affiliated entities.

Was Carl Icahn’s April 2026 Icahn Enterprises (IEP) transaction a market buy or sale?

The Form 4 shows no open-market buy or sale by Carl Icahn. He received 32,536,774 Depositary Units as a payment-in-kind dividend, a non-cash distribution on existing holdings, in a transaction noted as exempt from Section 16(b) liability under Rule 16b-3(d).

How many Icahn Enterprises (IEP) units does Carl Icahn hold after this Form 4?

After receiving the payment-in-kind dividend, Carl Icahn is reported as indirectly holding 581,937,313 Depositary Units. These units are held through several affiliated entities, and the filing notes indirect beneficial ownership with disclaimers tied to his pecuniary interest in those entities.

How was the 32.5 million-unit dividend to Carl Icahn calculated at Icahn Enterprises (IEP)?

The filing states the dividend units were determined based on each holder’s election and the volume-weighted average trading price on NASDAQ over five consecutive trading days after the election date, applied to 549,400,539 Depositary Units owned on the dividend record date.

Through which entities does Carl Icahn indirectly own Icahn Enterprises (IEP) units?

The Form 4 notes indirect holdings through CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC and Thornwood Associates Limited Partnership. Each entity beneficially owns a defined block of Depositary Units, with Icahn’s interest flowing through intermediate holding companies.

Why is Carl Icahn’s Icahn Enterprises (IEP) dividend transaction exempt from Section 16(b)?

The transaction is described as exempt from Section 16(b) liability under Rule 16b-3(d. This rule can exempt certain issuer-related transactions, such as dividends or awards, when specific conditions are met, and the filing characterizes the payment-in-kind dividend within that framework.

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

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Accepted by SEC EDGAR 04/17/2026 - 04:16 PM EDT 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)
04/15/2026

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)	04/15/2026(3)		J(5)		32,536,774	A	$7.6744(4)	581,937,313	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 32,536,774 Depositary Units as a payment-in-kind dividend on 549,400,539 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 124,334,891 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 79,993,024 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 291,605,308 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 64,281,013 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 21,723,077 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	04/17/2026
	** 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)