Carl Icahn extends loan to 2028, pledges majority of IEP units

Rhea-AI Filing Summary

Amendment No. 81 to Schedule 13D for Icahn Enterprises L.P. (IEP) updates prior disclosures to report changes to a previously disclosed Loan Agreement. On August 13, 2025 Mr. Carl C. Icahn and affiliates entered into Amendment No. 3, which extends the loan maturity to July 7, 2028, amends certain covenants and extends payment dates. Mr. Icahn paid approximately $300 million toward the loan principal in connection with the amendment. As of that amendment, Mr. Icahn has pledged 494,783,619 Depositary Units, interests in Investment Funds valued at approximately $514 million, and other collateral; the issuer and its subsidiaries are not parties to the Loan Agreement.

Positive

• Loan maturity extended to July 7, 2028, providing near-term financing stability
• Approximately $300 million paid to reduce the loan principal

Negative

• Large pledge of Depositary Units: 494,783,619 units pledged as collateral (reported)
• Substantial collateralization of Investment Fund interests (~$514 million) indicating heavy encumbrance of assets

Insights

Corporate Governance Expert

TL;DR: Large pledge of units and loan extension could influence control dynamics and voting outcomes.

The filing discloses that Mr. Icahn has pledged a substantial block of Depositary Units (494,783,619 units) and other assets as collateral under an amended loan facility whose maturity was extended to July 7, 2028. From a governance perspective, pledging a controlling interest can create counterparty rights that affect voting control if foreclosure or enforcement becomes necessary. The filing explicitly notes neither the Issuer nor its subsidiaries are parties to the loan, which limits direct contractual ties but does not eliminate economic or governance consequences if collateral enforcement occurs.

Financial Analyst

TL;DR: Amendment reduces immediate leverage via a ~$300M principal payment but secures the loan with significant pledged assets.

Amendment No. 3 extends loan maturity and amends covenants while Mr. Icahn paid approximately $300 million to reduce principal. The filing quantifies pledged collateral including 494,783,619 Depositary Units and about $514 million of Investment Fund interests. These details are material to capital structure and liquidity analysis because they show both debt servicing action and a heavy use of equity interests as collateral. The disclosure does not provide interest rates, remaining principal balance after payment, or covenant specifics, so the full credit impact cannot be assessed from this filing alone.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 81)

Icahn Enterprises L.P.

(Name of Issuer)

Depositary Units Representing Limited Partner Interests

(Title of Class of Securities)

451100101

(CUSIP Number)

Jesse Lynn. Esq.
Icahn Enterprises L.P., 16690 Collins Av, Suite PH-1
Sunny Isles Beach, FL, 33160
305-442-4000

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

08/13/2025

(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 105,713,907.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 105,713,907.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

105,713,907.00

12

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

13

Percent of class represented by amount in Row (11)

18.61 %

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 68,012,888.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 68,012,888.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

68,012,888.00

12

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

13

Percent of class represented by amount in Row (11)

11.97 %

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 247,933,108.00
8	Shared Voting Power 105,713,907.00
9	Sole Dispositive Power 247,933,108.00
10	Shared Dispositive Power 105,713,907.00

11

Aggregate amount beneficially owned by each reporting person

353,647,015.00

12

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

13

Percent of class represented by amount in Row (11)

62.25 %

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 54,653,989.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 54,653,989.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

54,653,989.00

12

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

13

Percent of class represented by amount in Row (11)

9.62 %

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 18,469,727.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 18,469,727.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

18,469,727.00

12

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

13

Percent of class represented by amount in Row (11)

3.25 %

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 18,469,727.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,469,727.00

11

Aggregate amount beneficially owned by each reporting person

18,469,727.00

12

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

13

Percent of class represented by amount in Row (11)

3.25 %

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 54,653,989.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,653,989.00

11

Aggregate amount beneficially owned by each reporting person

54,653,989.00

12

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

13

Percent of class represented by amount in Row (11)

9.62 %

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 421,659,903.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 421,659,903.00

11

Aggregate amount beneficially owned by each reporting person

421,659,903.00

12

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

13

Percent of class represented by amount in Row (11)

74.22 %

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

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 494,783,619.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 494,783,619.00

11

Aggregate amount beneficially owned by each reporting person

494,783,619.00

12

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

13

Percent of class represented by amount in Row (11)

87.09 %

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 Avenue, Suite 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. 81 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 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Initial 13D is hereby amended and supplemented as follows: On August 13, 2025, Mr. Icahn and his affiliates entered into Amendment No. 3 to the previously disclosed Loan Agreement ("Amendment No. 3"). Among other changes, Amendment No. 3 extends the maturity of the Loan Agreement to July 7, 2028 and correspondingly extends the payment due dates under the Loan Agreement and amends certain covenants. In connection with Amendment No. 3, Mr. Icahn paid approximately $300 million to the principal of the loan. As of the date of Amendment No. 3, in connection with the Loan Agreement Mr. Icahn has pledged (i) a total of 494,783,619 Depositary Units owned by Mr. Icahn, (ii) interests owned by Mr. Icahn in the Investment Funds of approximately $514 million, and (iii) certain other collateral unrelated to the Issuer or the Investment Funds. Neither the Issuer nor any of its subsidiaries is a party to the Loan Agreement or the amendments to the Loan Agreement.

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-Guambong
Name/Title:	Rowella Asuncion-Guambong / Vice President
Date:	08/15/2025

Gascon Partners

Signature:	/s/ Rowella Asuncion-Guambong
Name/Title:	Rowella Asuncion-Guambong / Vice President
Date:	08/15/2025

High Coast Limited Partnership

Signature:	/s/ Rowella Asuncion-Guambong
Name/Title:	Rowella Asuncion-Guambong / Vice President
Date:	08/15/2025

Highcrest Investors LLC

Signature:	/s/ Rowella Asuncion-Guambong
Name/Title:	Rowella Asuncion-Guambong / Vice President
Date:	08/15/2025

Thornwood Associates Limited Partnership

Signature:	/s/ Rowella Asuncion-Guambong
Name/Title:	Rowella Asuncion-Guambong / Vice President
Date:	08/15/2025

Barberry Corp.

Signature:	/s/ Rowella Asuncion-Guambong
Name/Title:	Rowella Asuncion-Guambong / Vice President
Date:	08/15/2025

Starfire Holding Corporation

Signature:	/s/ Rowella Asuncion-Guambong
Name/Title:	Rowella Asuncion-Guambong / Vice President
Date:	08/15/2025

Little Meadow Corp.

Signature:	/s/ Rowella Asuncion-Guambong
Name/Title:	Rowella Asuncion-Guambong / Vice President
Date:	08/15/2025

Carl C. Icahn

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	08/15/2025

FAQ

What change to the loan did the Schedule 13D/A for IEP report?

The filing reports Amendment No. 3 to the Loan Agreement, which extends maturity to July 7, 2028 and amends certain covenants.

How much was paid toward the loan in connection with the amendment?

Mr. Icahn paid approximately $300 million to the principal of the loan in connection with Amendment No. 3.

What collateral did Mr. Icahn pledge under the Loan Agreement?

The filing states Mr. Icahn pledged 494,783,619 Depositary Units, interests in Investment Funds valued at approximately $514 million, and other unrelated collateral.

Is Icahn Enterprises or its subsidiaries a party to the Loan Agreement amendments?

No. The filing explicitly states neither the Issuer nor any of its subsidiaries is a party to the Loan Agreement or its amendments.

What percentage of the class do the disclosed holdings represent for Carl C. Icahn?

The filing reports Carl C. Icahn beneficially owns 494,783,619 units, representing 87.09% of the class as disclosed.