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ICAHN ENTERPRISES L.P.

For the period ended Jun 30, 2025. Filed Aug 4, 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.

Jun 30, 2025 · Filed Aug 4, 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 August 1, 2025, Brett Icahn, a member of the board of directors (the “Board”) of Icahn Enterprises’ general partner, informed the Board that he is resigning as a member of the Board, effective August 4, 2025. As previously announced, on August 1, 2025, Brett Icahn joined the boards of directors of SandRidge Energy, Inc. and CVR Energy, Inc., and he continues to serve on the boards of directors of Bausch Health Companies Inc. and Bausch + Lomb. He will also continue to serve as a Portfolio Manager for Icahn Capital LP pursuant to the terms of the manager agreement between the Company and Brett Icahn, dated October 1, 2020, as subsequently amended. Brett Icahn’s resignation from the Board is intended to provide him additional time to focus on these roles and on the Company’s other portfolio investments and subsidiaries, and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Also on August 1, 2025, Alvin B. Krongard, a member of the Board since 2019, informed the Board that he is resigning as a member of the Board and all committees of the Board on which he serves, including the Board’s audit committee (the “Audit Committee”), effective immediately. Mr. Krongard’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Following Mr. Krongard’s resignation, the Board, following a determination that Denise Barton, a member of the Board since 2019, 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, appointed Ms. Barton as a member of the Board’s Audit Committee, effective immediately, replacing the vacancy on the committee resulting from Mr. Krongard’s resignation. Ms. Barton previously served as a member of the Audit Committee from September 2019 until April of 2021. Following Mr. Krongard’s resignation and Ms. Barton’s appointment, the Audit Committee now consists of Ms. Barton, Stephen A. Mongillo, and Nancy Dunlap.

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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