ICAHN ENTERPRISES LP

Rule 10b5-1 Trading Arrangements

During the fourth quarter of 2024, no director or officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Amendment to the Limited Partnership Agreement of Icahn Enterprises

On February 24, 2025, the board of directors of Icahn Enterprises G.P. Inc., our general partner, amended and restated Icahn Enterprises’ Second Amended and Restated Limited Partnership Agreement, dated August 2, 2016 (as amended and restated, the “Third Amended and Restated Limited Partnership Agreement”). The amendments made in the Third Amended and Restated Limited Partnership Agreement, among other changes, (i) amend Section 6.14 of the Amended and Restated Limited Partnership Agreement so that the liability of our general partner and its affiliates, partners, directors, officers, employees or agents to Icahn Enterprises and its unit holders conforms with what is required by law, (ii) adds definitions of “Indemnitee” and “Outside Capacity Indemnitee” to the agreement, and (iii) amends Section 6.15 of the Amended and Restated Limited Partnership Agreement to provide that that the indemnification of an Outside Capacity Indemnitee shall be specifically in excess of any and all (x) amounts paid to or on behalf of such Outside Capacity Indemnitee under any indemnification from any person that is not us or our general partner; (y) amounts paid to or on behalf of such Outside Capacity Indemnitee under any insurance policy maintained by any person that is not us or our general partner, or otherwise issued to, covering, or providing any benefit to such Outside Capacity Indemnitee; and (z) amounts paid to or on behalf of such Outside Capacity Indemnitee under any insurance policy issued to or for the benefit of us. Also on February 24, 2025, the board approved the Second Amended and Restated Limited Partnership Agreement of Icahn Enterprises Holdings (the “IEH Second Amended and Restated Limited Partnership Agreement”.

The foregoing is a summary and is qualified in its entirety by reference to the Third Amended and Restated Limited Partnership Agreement and the IEH Second Amended and Restated Limited Partnership Agreement, which are attached to this Annual Report on Form 10-K as Exhibit 3.3 and Exhibit 3.4, respectively.

Director Resignation

On February 24, 2025, Michael Nevin, a member of the Board of Directors, notified Icahn Enterprises that he will be resigning from his position, effective as of February 24, 2025. Mr. Nevin’s decision to resign was not the result of any disagreement with Icahn Enterprises GP, Icahn Enterprises or Icahn Enterprises Holdings on any matter relating to its operations, policies or practices.