ICAHN ENTERPRISES L.P.

Rule10b5-1 Trading Arrangements

During our last fiscal quarter, no director orofficer, as defined in Rule 16a-1(f), 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.

CVR Energy Transactions

The following information is included in this Report for the purpose of providing the disclosure required under Item 1.01 of Form 8-K, “Entry into a Material Definitive Agreement,” in lieu of filing a Current Report on Form 8-K.

On November 2, 2026, CVR Energy entered into the Purchase Agreement providing for the CVR Acquisition, as described in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Report. In connection with the CVR Acquisition, we and one of our subsidiaries entered into the agreements with CVR Energy described below. CVR Energy is our consolidated subsidiary, and as of September 30, 2026, we owned approximately 71% of the total outstanding common stock of CVR Energy. Certain of our directors and officers also serve as directors of CVR Energy. The terms of these agreements were approved by CVR Energy’s board of directors upon the recommendation of, a special committee of CVR Energy’s board of directors comprised entirely of independent and disinterested directors.

IEP Subscription Agreement

On November 2, 2026, in connection with the Purchase Agreement, we, through our indirect wholly owned subsidiary, American Entertainment Properties Corp., entered into a subscription agreement with CVR Energy (the “IEP Subscription Agreement”), pursuant to which we committed to provide, directly or indirectly, up to $500 million of equity financing to CVR Energy through the purchase of shares of CVR Energy’s Series A-2 non-voting mandatory convertible preferred stock (the “IEP Preferred Stock”) at the same price per share as the commercial counterparty of $53.37 per share, which commitment will be reduced, on a dollar-for-dollar basis, by the gross cash proceeds received by CVR Energy from public offerings of its common stock prior to consummation of the CVR Acquisition. The IEP Preferred Stock will automatically convert into CVR Energy common stock on a one-for-one basis, subject to customary adjustments, promptly following the expiration of the applicable waiting period under Rule 14c-2 under the Securities Exchange Act of 1934, as amended. Any proceeds of our equity financing will be used solely to fund a portion of the consideration for the CVR Acquisition, and our obligation to provide such financing is subject to the satisfaction or waiver of certain closing conditions, including the substantially concurrent consummation of the CVR Acquisition. The IEP Subscription Agreement will also terminate upon the termination of the Purchase Agreement in accordance with its terms. CVR Energy has agreed to pay us a non-refundable commitment fee equal to 1.00% of the aggregate commitment, payable upon execution of the IEP Subscription Agreement, and to reimburse our transaction expenses. On November 3, 2026, CVR Energy announced a registered public offering of its equity which, if completed, would eliminate our commitment to purchase shares under the Purchase Agreement.

IEP Stockholders’ and Registration Rights Agreement

On November 2, 2026, Icahn Enterprises Holdings entered into a Stockholders and Registration Rights Agreement with CVR Energy (the “IEP Stockholders Agreement”). The IEP Stockholders Agreement provides us with the right to designate directors to CVR Energy’s board of directors based on specified ownership thresholds, calculated using an adjusted ownership percentage that includes protections against dilution from issuances of CVR Energy securities and specified adjustments for changes in board size (six directors while we and our controlled affiliates beneficially own more than 50% of CVR Energy’s outstanding common stock and five directors while we own at least 40% but not more than 50%, stepping down to four, three, two or one director at adjusted ownership thresholds of 30%, 20%, 10% and 5%, respectively). The IEP Stockholders Agreement also provides us with specified committee representation and consent rights over stockholder rights plans while we retain director designation rights. In addition, the IEP Stockholders Agreement provides us and permitted holders with shelf, demand and piggyback registration rights with respect to our shares of CVR Energy common stock, including the right to conduct an underwritten registered secondary offering of CVR Energy common stock prior to the closing of the CVR Acquisition, following or concurrently with CVR Energy’s public offering of common stock in connection with the CVR Acquisition, on terms determined by us in our sole discretion. We and our affiliates will also be entitled to information and preemptive rights for so long as we collectively retain at least 5% of the outstanding common stock of CVR Energy, with certain protections against dilution from issuances by CVR Energy.

A copy of the IEP Stockholders Agreement is filed as Exhibit 10.2 to this Report and is incorporated by reference.