Form 4: Carl Icahn Boosts Stake in Icahn Enterprises with Over 22 Million Unit Dividend

Carl C. Icahn, Chairman and 10% owner of Icahn Enterprises L.P., significantly increased his beneficial ownership by receiving over 22 million Depositary Units as a payment-in-kind dividend.

Summary

• Carl C. Icahn, serving as Director, 10% Owner, and Chairman of the Board of Icahn Enterprises L.P. (IEP), reported an acquisition of Depositary Units.
• On June 25, 2025, Mr. Icahn received 22,033,036 Depositary Units as a payment-in-kind dividend.
• These units were received on 472,750,583 Depositary Units owned on the dividend record date.
• The value foregone in exchange for each Depository Unit received as a dividend was $8.4589.
• Following this transaction, Mr. Icahn's total indirect beneficial ownership of Depositary Units in Icahn Enterprises L.P. increased to 494,783,619 units.
• The transaction is exempt from Section 16(b) liability pursuant to Rule 16(b)-3(d) of the Securities Exchange Act of 1934.
• Mr. Icahn's beneficial ownership is primarily indirect, held through entities such as CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC, and Thornwood Associates Limited Partnership, all ultimately controlled by him.
• An additional 12,008 Depositary Units owned by his wife, Gail Golden, are also indirectly beneficially owned by Mr. Icahn, though he disclaims beneficial ownership for all purposes.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The acquisition of a significant number of units by a key insider like Carl Icahn, especially as a dividend, generally signals confidence in the company's long-term prospects and is a positive indicator for investors. There are no negative disclosures in this specific filing.

Positives

• Carl C. Icahn, a significant insider and Chairman, increased his beneficial ownership in Icahn Enterprises L.P. by 22,033,036 units, signaling continued confidence in the company.
• The receipt of a payment-in-kind dividend allows shareholders to increase their stake without a direct cash outlay, potentially preserving liquidity for the company.

Negatives

• None explicitly stated in this filing, which is a factual report of an ownership change.

Risks

• None explicitly stated in this filing, which is a factual report of an ownership change. The document does not discuss company-specific or market risks.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing reflects an insider's increased stake in a diversified holding company. While not providing broader industry trends, it indicates a significant investor's continued commitment to the company, which can be a positive signal in the investment community.

Comparison to Industry Standards

• This document is a standard SEC Form 4 filing, which is a mandatory disclosure for insiders regarding changes in their beneficial ownership. The format and content adhere to SEC regulations.
• The payment-in-kind dividend mechanism is a known practice, particularly for companies that may wish to conserve cash while still distributing value to shareholders. Its prevalence varies by industry and company financial health, but this document does not provide specific comparable company data.

Management Changes

Corporate Governance

Legal Proceedings

• This Form 4 filing does not contain information regarding any litigation or regulatory matters.

Related Party Transactions

• Carl C. Icahn, as a Director, 10% Owner, and Chairman of the Board, received a payment-in-kind dividend of 22,033,036 Depositary Units from Icahn Enterprises L.P. This transaction is between the company and a significant related party.
• The filing details the complex indirect beneficial ownership structure through various entities (CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC, Thornwood Associates Limited Partnership), all ultimately controlled by Mr. Icahn, highlighting the related party nature of his extensive holdings.

Stakeholder Impact

• Shareholders: The payment-in-kind dividend allows shareholders to increase their equity stake without a cash outlay, potentially signaling management's confidence and a desire to conserve cash within the company. For those who received the dividend, it increases their unit count.
• Investors: The significant increase in beneficial ownership by Carl C. Icahn, a prominent activist investor and Chairman, may be viewed positively by the market as a strong vote of confidence in the company's value and future prospects.

Next Steps

• The document does not explicitly mention future actions, events, or milestones for the company or the reporting person beyond the reported transaction.

Key Dates

Keywords

Icahn Enterprises L.P., IEP, Carl C. Icahn, SEC Form 4, Beneficial Ownership, Dividend, Payment-in-Kind, Insider Trading, Equity Securities, Investment, Holding Company