ICAHN CARL C 4

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.