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ICAHN ENTERPRISES L.P.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 5, 2025

IEP$4.85+2.1%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Updates to the Board of Directors

On November 3, 2025, Stephen A. Mongillo, a member of the Board since 2020, informed the Board that he was resigning as a member of the Board and all committees of the Board on which he serves, including as chair of the Board’s audit committee (the “Audit Committee”), effective immediately. Mr. Mongillo’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The Board appointed Denise Barton, a member of the Board since 2019 and a member of the Audit Committee since August 2025, as chair of the Audit Committee, effective November 3, 2025, to fill the vacancy resulting from Mr. Mongillo’s resignation.

Following Mr. Mongillo’s resignation, the Board, following a determination that Margarita Paláu-Hernández qualifies as an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K, and is “independent” within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market’s Listing Rules, elected Ms. Paláu-Hernández to serve as a member of the Board and the Audit Committee, each effective as of November 3, 2025, replacing the vacancies on the Board and the Audit Committee resulting from Mr. Mongillo’s resignation. Ms. Paláu-Hernández, 69, is the founder and Chief Executive Officer of Hernández Ventures, a private firm engaged in the acquisition and management of a variety of business interests in the United States, a position she has held since November 1988. Prior to founding Hernández Ventures, Ms. Paláu-Hernández was an attorney with the law firm of McCutcheon, Black, Verleger & Shea, where she focused on domestic and international business and real estate transactions from September 1985 until August 1988. Ms. Paláu-Hernández was nominated to serve as a Representative of the United States to the Seventy-Third Session of the General Assembly of the United Nations from September 2018 to June 2019. Ms. Paláu-Hernández has served as a member of the board, the compensation committee and the corporate governance committee of Conduent Incorporated since 2019. She has previously served as a member of the board of International Flavors and Fragrances from June 2024 to October 2025, Apartment Income REIT Corporation board from December 2021 to May 2024, Xerox Holdings Corporation board from June 2021 to May 2024, Occidental Petroleum Corporation board from March 2020 to May 2022, Herbalife Nutrition Ltd. board from 2018 to 2021 and the ALJ Regional Holdings, Inc. board from 2015 to 2019. Ms. Paláu-Hernández earned a Bachelor of Arts degree from the University of San Diego and a J.D. from UCLA School of Law, and she has been a member of the California Bar since 1985.

There are no arrangements or understandings between Ms. Paláu-Hernández and any other persons pursuant to which she was selected as a director of the Board, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Rule 10b5-1 Trading Arrangements

During our last fiscal quarter, no director orofficer, as defined in Rule 16a-f(1), adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

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