ICAHN CARL C 4
4 · ICAHN ENTERPRISES L.P. · Filed Jun 29, 2026
Research Summary
AI-generated summary of this filing
Icahn Enterprises (IEP) 10% Owner Carl Icahn Receives 36.46M Units
What Happened
Carl C. Icahn, reported as a 10% owner of Icahn Enterprises L.P. (IEP), acquired 36,456,030 Depository Units on June 25, 2026 at an attributable price of $7.30 per unit, valued at $265,968,612. The units were received as a payment‑in‑kind (PIK) dividend based on holdings of 581,937,313 Depository Units on the dividend record date. This was an other acquisition (transaction code J), not an open‑market purchase.
Key Details
- Transaction date and type: 2026-06-25 — Other acquisition (code J), received as a payment‑in‑kind dividend.
- Price and value: $7.30 per unit; total value ≈ $265,968,612 for 36,456,030 units.
- Holdings: Dividend was based on 581,937,313 units owned on the record date; adding the PIK units results in roughly 618,393,343 units attributable to Mr. Icahn (excluding 17,704 units owned by his spouse and subject to entity disclaimers).
- Footnotes: Depository Units represent limited partner interests in Icahn Enterprises L.P. The transaction is exempt from Section 16(b) liability pursuant to Rule 16(b)-3(d). Multiple filings note holdings through related entities (CCI Onshore, High Coast, Gascon, Highcrest, Thornwood, etc.) and standard disclaimers of beneficial ownership except for pecuniary interest.
- Filing timing: Reported on Form 4 filed 2026-06-29 for a 2026-06-25 transaction (file date 4 days after the transaction).
Context
This was a non‑market dividend payment (PIK), not a purchased stake — such dividend units are a distribution mechanism and do not necessarily signal a manager’s buy/sell view. As a 10% owner, Mr. Icahn’s economic interest is held through several entities; many footnotes clarify indirect ownership and disclaimers. The Rule 16(b)-3(d) exemption means the receipt is treated differently from short‑swing trading for Section 16 purposes.
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]2026-06-25$7.30/sh+36,456,030$265,968,612→ 618,393,343 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 23,083,940 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 36,456,030 Depositary Units as a payment-in-kind dividend on 581,937,313 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 132,123,972 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 85,004,265 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 309,873,208 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 68,307,958 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|2026-06-29