SCHEDULE 13D/A: Icahn Affiliates Initiate New CVR Partners Unit Purchase Plan

Icahn Enterprises Holdings L.P. and its affiliates have established a new Rule 10b5-1 trading plan to purchase up to 227,726 common units of CVR Partners, LP, following the expiration of a previous plan.

Summary

• Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., and Carl C. Icahn collectively beneficially own 4,164,274 common units of CVR Partners, LP, representing 39.4% of the outstanding class.
• The percentage of ownership is based on 10,569,637 outstanding Common Units as of April 25, 2025, as reported in CVR Partners' Quarterly Report on Form 10-Q.
• American Entertainment Properties Corp. (AEP), an affiliate of the reporting persons, entered into a new Rule 10b5-1 trading plan with Jefferies LLC on June 3, 2025.
• This new plan allows for the periodic purchase of up to an aggregate of 227,726 Common Units on behalf of AEP.
• Purchases under the plan are scheduled to begin on July 3, 2025.
• The plan will terminate at the earlier of the execution of all purchase orders, February 21, 2026, or its termination pursuant to its terms.
• The reporting persons have not effected any transactions in CVR Partners' Common Units since their most recent Schedule 13D filing.
• The previous Rule 10b5-1 plan entered into by AEP expired on June 1, 2025.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It's a procedural filing about a trading plan, not financial results. The initiation of a purchase plan by a major shareholder can be seen as a positive signal of continued confidence, but it's not a direct financial performance indicator.

Positives

• The establishment of a new 10b5-1 purchase plan by a significant shareholder (Icahn affiliates) indicates continued interest and potential support for the company's unit price.
• The plan allows for the systematic acquisition of units, potentially providing a floor or support for the unit price over the plan's duration.

Negatives

• No explicit negative information was disclosed in the filing; it primarily details a procedural trading plan update.

Risks

• The 10b5-1 Trading Plan may be suspended or terminated under various conditions, including market disruptions, banking moratoriums, trading suspensions, outbreaks of hostilities, legal/contractual/regulatory restrictions, or if purchases would materially impact the trading price for the Units.
• The plan can also be suspended if the Broker receives notice of a tender or exchange offer, merger, acquisition, reorganization, or bankruptcy proceedings affecting the Issuer or Purchaser.
• The amount and timing of purchases are subject to market conditions, unit price, and other factors, meaning the full 227,726 units may not be purchased.

Future Outlook

American Entertainment Properties Corp. (an Icahn affiliate) has established a new Rule 10b5-1 trading plan to acquire up to 227,726 Common Units of CVR Partners, LP, with purchases commencing on July 3, 2025, and the plan set to conclude by February 21, 2026, or earlier if all units are purchased or the plan is terminated.

Management Comments

• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." Ted Papapostolou, Chief Financial Officer and Secretary of Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc.

Industry Context

This filing reflects a significant shareholder's ongoing investment strategy in a publicly traded partnership, CVR Partners, LP, which operates in the nitrogen fertilizer industry. The use of a Rule 10b5-1 plan is a common mechanism for insiders or large shareholders to execute pre-planned trades in compliance with securities laws, providing a structured approach to increasing their stake.

Related Party Transactions

• American Entertainment Properties Corp. (an affiliate of the reporting persons) entered into a Rule 10b5-1 Purchase Plan with Jefferies LLC to acquire Common Units of CVR Partners, LP.

Stakeholder Impact

• Shareholders: The initiation of a unit purchase plan by a major beneficial owner could be perceived positively, potentially signaling confidence and providing some support for the unit price.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing, as it pertains to a shareholder's trading activity rather than operational or financial performance.

Next Steps

• Jefferies LLC is authorized to begin purchasing Common Units on behalf of American Entertainment Properties Corp. starting July 3, 2025, under the terms of the 10b5-1 Trading Plan.
• The 10b5-1 Trading Plan will continue until the earlier of the execution of all purchase orders (up to 227,726 units), February 21, 2026, or its termination under specified conditions.

Key Dates

Keywords

CVR Partners, Icahn Enterprises, Rule 10b5-1, Trading Plan, Common Units, SEC Filing, Schedule 13D, Beneficial Ownership, Unit Purchase, Jefferies LLC