SEC Form 4 · accession 0001012975-26-000803
ICAHN ENTERPRISES L.P. · IEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Flint
Officer — Chief Financial Officer · Director
Period of report
May 6, 2026
Accepted (ET)
Aug 18, 2026 · 9:41 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000813762
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Depositary UnitsF4,F1,F2 | May 6, 2026 | M | 20,486 | — | A | 20,486 | D | |
| Depositary UnitsF4,F5 | May 6, 2026 | D | 20,486 | $7.8829 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Depositary UnitsF1,F2 | — | May 6, 2026 | M | 20,486 | D | — | — | Depositary Units | 20,486 | 20,486 | D |
| Deferred Depositary UnitsF1,F3 | — | May 6, 2026 | D | 22,610 | D | — | — | Depositary Units | 22,610 | 0 | D |
| Deferred Depositary UnitsF6 | — | Aug 14, 2026 | A | 6,648 | A | — | — | Depositary Units | 6,648 | 6,648 | D |
Explanation of responses
- F1The deferred depositary units ("Deferred Depositary Units") previously granted pursuant to the Icahn Enterprises L.P. 2017 Long-Term Incentive Plan. Each Deferred Depositary Unit represents the equivalent of one Depositary Unit representing a limited partner interest of Icahn Enterprises L.P. (the "Issuer"). The Deferred Depositary Units were originally scheduled to vest on December 2, 2027.
- F2In connection with the Issuer entering into an employment letter agreement dated May 4, 2026 ("Employment Letter") effective as of May 6, 2026 (the "Effective Date") with the Reporting Person, a prorated number of such Deferred Depositary Units (together with any dividend equivalents credited with respect to such vested Deferred Units) vested through and including the Effective Date and were settled in cash in accordance with the Deferred Unit Agreement, less applicable tax and payroll withholdings.
- F3In connection with the Employment Letter, the Reporting Person agreed to, among other things, forfeit any unvested Deferred Depositary Units (together with any dividend equivalents credited with respect to such unvested Deferred Units) that did not vest in accordance with the foregoing.
- F4Depositary Units representing limited partner interests in the Issuer.
- F5The reported price excludes credited dividend equivalents.
- F6The Deferred Depositary Units were granted pursuant to the Icahn Enterprises L.P. 2017 Long-Term Incentive Plan. Each Deferred Depositary Unit represents the equivalent of one Depositary Unit representing a limited partner interest of the Issuer. The Deferred Depositary Units will vest in full on October 31, 2028, subject to the terms, conditions and restrictions of the award agreement governing the grant, and are settled solely in cash in accordance with the terms thereof.