ICAHN CARL C 4
4 · ICAHN ENTERPRISES L.P. · Filed Apr 17, 2026
Research Summary
AI-generated summary of this filing
Icahn Enterprises (IEP) Carl Icahn (10% Owner) Receives 32.5M Units
What Happened
- Carl C. Icahn (10% owner) received 32,536,774 depository units of Icahn Enterprises L.P. (IEP) on April 15, 2026. The units are valued at $7.67 each, for a total value of $249,700,218. The Form 4 reports the acquisition under transaction code "J" (other acquisition).
- This was not an open-market purchase but a payment-in-kind (PIK) dividend: the units were issued as a dividend on 549,400,539 depository units owned on the dividend record date, exempt from Section 16(b) short-swing liability under Rule 16(b)-3(d).
Key Details
- Transaction date and price: 2026-04-15; 32,536,774 units at $7.67 each (total $249,700,218).
- Shares owned after transaction: 549,400,539 units on the record date plus 32,536,774 received, bringing the implied total to ~581,937,313 depository units (based on footnote math).
- Notable footnotes: F5 confirms this was a payment-in-kind dividend; F1–F4 and F6–F11 describe holdings and indirect beneficial ownership through multiple entities (CCI Onshore, High Coast, Gascon, Thornwood, etc.) and disclaimers of direct beneficial ownership by affiliated entities.
- Filing timeliness: Form filed 2026-04-17 for a 2026-04-15 transaction (filed within the typical two-business-day window).
Context
- This is a dividend-in-kind receipt by a 10% owner and related entities—not an open-market buy or sale—so it does not directly signal new buying/selling intent by Mr. Icahn.
- As a 10% owner with complex indirect holdings, reported totals reflect units held through multiple affiliated entities; disclaimers in the footnotes note that Mr. Icahn and related entities may be deemed to beneficially own units indirectly but disclaim direct ownership except to the extent of pecuniary interest.
Insider Transaction Report
Form 4
ICAHN CARL C
Director10% OwnerOther
Transactions
- Other
Depositary Units
[F1][F2][F3][F5][F4][F6][F7][F8][F9][F10][F11]2026-04-15$7.67/sh+32,536,774$249,700,218→ 581,937,313 total(indirect: Please see footnotes)
Footnotes (11)
- [F1]Depository Units representing limited partner interests in Icahn Enterprises L.P. (the "Issuer").
- [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.
- [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.
- [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").
- [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.
- [F4]Represents the amount foregone in exchange for each Depository Unit received as a dividend.
- [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.
- [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.
- [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.
- [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.
- [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.
Signature
/s/ Carl C. Icahn|2026-04-17