Schedule 13D/A: Icahn Affiliated Entities Hold 518.9M IEP Units

Rhea-AI Filing Summary

Icahn Enterprises L.P. Schedule 13D/A reports that the Reporting Persons collectively beneficially own 518,932,944 depositary units, representing approximately 86.84% of outstanding units. That percentage is calculated from 573,419,882 units outstanding as of August 4, 2025, plus 24,149,325 units issued to the Reporting Persons on September 24, 2025, in connection with a regular quarterly distribution. Several affiliated entities hold specified sole voting and dispositive power positions, including CCI Onshore (110,873,576 units), Gascon (71,332,451 units), and High Coast (260,034,192 units). The filing states no transactions in the past 60 days other than the quarterly dividend issuances to the reporting entities.

Positive

• Clear ownership disclosure quantifying holdings at 518,932,944 units (86.84%), improving transparency for investors.
• Specific voting/dispositive allocations for CCI Onshore, Gascon, High Coast, Highcrest and Thornwood clarify control structure.

Negative

• Extremely concentrated ownership (86.84%) centralizes control with Carl C. Icahn and affiliates, reducing influence of unaffiliated public holders.
• No recent open-market acquisitions disclosed aside from dividend issuances, offering limited liquidity or change in public float.

Insights

Securities Analyst

TL;DR: Carl Icahn and affiliated vehicles control a dominant 86.84% of IEP through aggregated beneficial ownership.

The filing documents concentrated ownership: 518,932,944 depositary units equal 86.84% of the class after a quarterly distribution. Concentration at this level materially affects governance and control dynamics because a single principal and affiliated entities hold the vast majority of voting power, either directly or indirectly. Reported sole voting/dispositive holdings for CCI Onshore, Gascon and High Coast provide clarity on how control is allocated among entities. The filing discloses only dividend-related acquisitions in the last 60 days.

Corporate Governance Expert

TL;DR: The Schedule 13D/A evidences near-total control by one investor group, which is highly material for minority holders.

The disclosure shows that Carl C. Icahn and affiliated entities may be deemed to beneficially own 86.84% of outstanding units, with specific allocations of sole voting and dispositive power across named reporting persons. Several entities disclaim beneficial ownership for other purposes while Rule 13d-3 relationships are noted, clarifying indirect ownership channels. This level of aggregation is a material governance fact for investors assessing board influence and corporate actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 82)

Icahn Enterprises L.P.

(Name of Issuer)

Depositary Units Representing Limited Partner Interests

(Title of Class of Securities)

451100101

(CUSIP Number)

Jesse Lynn, Esq.
16690 Collins Avenue, Suite PH-1,
Sunny Isles Beach, FL, 33160
(305) 422-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 451100101

1

Name of reporting person

CCI Onshore LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 110,873,576.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 110,873,576.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

110,873,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.55 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 451100101

1

Name of reporting person

Gascon Partners

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 71,332,451.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 71,332,451.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

71,332,451.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.94 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 451100101

1

Name of reporting person

High Coast Limited Partnership

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 260,034,192.00
8	Shared Voting Power 110,873,576.00
9	Sole Dispositive Power 260,034,192.00
10	Shared Dispositive Power 110,873,576.00

11

Aggregate amount beneficially owned by each reporting person

370,907,768.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.07 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 451100101

1

Name of reporting person

Highcrest Investors LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 57,321,531.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 57,321,531.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

57,321,531.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.59 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 451100101

1

Name of reporting person

Thornwood Associates Limited Partnership

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 19,371,194.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 19,371,194.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

19,371,194.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.24 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 451100101

1

Name of reporting person

Barberry Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,371,194.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,371,194.00

11

Aggregate amount beneficially owned by each reporting person

19,371,194.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.24 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 451100101

1

Name of reporting person

Starfire Holding Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 57,321,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 57,321,531.00

11

Aggregate amount beneficially owned by each reporting person

57,321,531.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.59 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 451100101

1

Name of reporting person

Little Meadow Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 442,240,219.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 442,240,219.00

11

Aggregate amount beneficially owned by each reporting person

442,240,219.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

74.01 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 451100101

1

Name of reporting person

Carl C. Icahn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 518,932,944.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 518,932,944.00

11

Aggregate amount beneficially owned by each reporting person

518,932,944.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

86.84 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Depositary Units Representing Limited Partner Interests
(b)	Name of Issuer: Icahn Enterprises L.P.
(c)	Address of Issuer's Principal Executive Offices: 16690 COLLINS AVE,, PH-1, SUNNY ISLES BEACH, FLORIDA , 33160.
Item 1 Comment: The Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") on September 24, 1990, as previously amended (the "Initial 13D"), is hereby further amended to furnish the additional information set forth in this Amendment No. 82 to the Initial 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons may be deemed to beneficially own, in the aggregate, 518,932,944 Depositary Units, representing approximately 86.84% of the Issuer's outstanding Depositary Units (based upon (i) the 573,419,882 Depositary Units stated to be outstanding as of August 4, 2025, by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on May 4, 2025, plus (ii) the 24,149,325 Depositary Units issued to the Reporting Persons by the Issuer on September 24, 2025, in connection with a regular quarterly distribution of Depositary Units by the Issuer).
(b)	CCI Onshore has sole voting power and sole dispositive power with respect to 110,873,576 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of High Coast, Little Meadow and Mr. Icahn (by virtue of their relationships to CCI Onshore) may be deemed to indirectly beneficially own the Depositary Units which CCI Onshore owns. Each of High Coast, Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes. Gascon has sole voting power and sole dispositive power with respect to 71,332,451 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Little Meadow and Mr. Icahn (by virtue of their relationships to Gascon) may be deemed to indirectly beneficially own the Depositary Units which Gascon owns. Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes. High Coast has sole voting power and sole dispositive power with respect to 260,034,192 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Little Meadow and Mr. Icahn (by virtue of their relationships to High Coast) may be deemed to indirectly beneficially own the Depositary Units which High Coast owns. Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes. Highcrest has sole voting power and sole dispositive power with respect to 57,321,531 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Starfire and Mr. Icahn (by virtue of their relationships to Highcrest) may be deemed to indirectly beneficially own the Depositary Units which Highcrest owns. Each of Starfire and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes. Thornwood has sole voting power and sole dispositive power with respect to 19,371,194 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Barberry and Mr. Icahn (by virtue of their relationships to Thornwood) may be deemed to indirectly beneficially own the Depositary Units which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.
(c)	Except for the acquisition of Depositary Units from the Issuer in connection with a quarterly dividend, none of the Reporting Persons effected any transactions in the Issuer's securities during the past sixty (60) days. On September 24, 2025, in connection with the quarterly dividend, CCI Onshore received 5,159,669 Depositary Units, Gascon received 3,319,563 Depositary Units, High Coast received 12,101,084 Depositary Units, Highcrest received 2,667,542 Depositary Units, and Thornwood received 901,467 Depositary Units.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CCI Onshore LLC

Signature:	/s/ Rowella Asuncion-Gumabong
Name/Title:	Rowella Asuncion-Gumabong / Vice President
Date:	09/26/2025

Gascon Partners

Signature:	/s/ Rowella Asuncion-Gumabong
Name/Title:	Rowella Asuncion-Gumabong / Vice President
Date:	09/26/2025

High Coast Limited Partnership

Signature:	/s/ Rowella Asuncion-Gumabong
Name/Title:	Rowella Asuncion-Gumabong / Vice President
Date:	09/26/2025

Highcrest Investors LLC

Signature:	/s/ Rowella Asuncion-Gumabong
Name/Title:	Rowella Asuncion-Gumabong / Vice President
Date:	09/26/2025

Thornwood Associates Limited Partnership

Signature:	/s/ Rowella Asuncion-Gumabong
Name/Title:	Rowella Asuncion-Gumabong / Vice President
Date:	09/26/2025

Barberry Corp.

Signature:	/s/ Rowella Asuncion-Gumabong
Name/Title:	Rowella Asuncion-Gumabong / Vice President
Date:	09/26/2025

Starfire Holding Corporation

Signature:	/s/ Rowella Asuncion-Gumabong
Name/Title:	Rowella Asuncion-Gumabong / Vice President
Date:	09/26/2025

Little Meadow Corp.

Signature:	/s/ Rowella Asuncion-Gumabong
Name/Title:	Rowella Asuncion-Gumabong / Vice President
Date:	09/26/2025

Carl C. Icahn

Signature:	/s/ Carl C. Icahn
Name/Title:	CARL C. ICAHN
Date:	09/26/2025

FAQ

How many depositary units does Carl C. Icahn and his affiliates beneficially own in IEP?

The Reporting Persons beneficially own 518,932,944 depositary units, representing 86.84% of outstanding units as stated in the filing.

What outstanding base was used to calculate the 86.84% stake in IEP?

The percentage is based on 573,419,882 units outstanding as of August 4, 2025, plus 24,149,325 units issued to the Reporting Persons on September 24, 2025.

Did the reporting persons trade IEP securities in the past 60 days?

Except for units received in the quarterly dividend on September 24, 2025, the filing states the Reporting Persons did not effect any transactions in the past 60 days.

Which entities hold sole voting or dispositive power according to the filing?

CCI Onshore holds sole voting/dispositive power over 110,873,576 units; Gascon over 71,332,451; High Coast over 260,034,192; Highcrest over 57,321,531; Thornwood over 19,371,194.

Were the units issued to the reporting persons part of a dividend?

Yes. The filing says the 24,149,325 units were issued to the Reporting Persons on September 24, 2025, in connection with a regular quarterly distribution.