ICAHN CARL C 4

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.