What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-26 · 146 added, 297 removed, 741 unchanged (37% of the section changed)

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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.

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.

During the fourth quarter of 2025, 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, with respect to our depositary units.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Denise Barton

Margarita Palau-Hernandez

Our directors are selected by Carl C.

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Icahn has been Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises.

Icahn began his career on Wall Street in 1961 and has become one of the most well-known and influential investors in America.

In 1968, he formed Icahn & Co., a securities firm that focused on arbitrage and options trading.

In 1978, he began taking very substantial and sometimes controlling positions in individual companies.

Over the years, these positions include:

RJR Nabisco, Texaco, Phillips Petroleum, Western Union, Gulf & Western, Viacom, Uniroyal, Dan River, Marshall Field, E- II (Culligan and Samsonite), American Can, USX, Marvel, Revlon, ImClone, Fairmont, Kerr-McGee, Time Warner, Yahoo!, Lions Gate, CIT, Motorola, Genzyme, Biogen, BEA Systems, Chesapeake Energy, El Paso, Amylin Pharmaceuticals, Regeneron, Mylan Labs, KT&G, Lawson Software, MedImmune, Dell, Herbalife, Navistar International, Transocean, Take-Two, Hain Celestial, Mentor Graphics, Netflix, Forest Laboratories, Apple, eBay, PayPal, Hertz, AIG, Cheniere Energy, Xerox, Freeport-McMoRan, Dana, Bausch, Southwest Gas, Illumina and JetBlue.

As a leading shareholder activist, his efforts have unlocked billions of dollars of shareholder and bondholder value and have improved the competitiveness of American companies.

He and his affiliated companies currently own businesses in a wide range of industries, including real estate, oil refining and manufacturing.

Companies in which he and his affiliates currently own majority positions include CVR Energy, Viskase Companies, WestPoint Home and Pep Boys.

He and his affiliated companies also own stakes in many other public companies.

Icahn Enterprises LP is Mr.

Icahn’s flagship company through which he has acquired many of these positions.

Icahn, 88, is a graduate of Princeton University, with a degree in philosophy.

He has many charitable interests, focusing primarily on medicine, education and child welfare.

He is a significant benefactor to, and serves as a trustee on the boards of, the School of Medicine and the Hospital at Mt Sinai.

He funded the Icahn Medical Institute Building at Mt.

Sinai Hospital and the Institute of Genomics, a genomics and multiscale biology research program, at the School of Medicine.

In 2012 he made a substantial pledge to the School of Medicine.

In honor and recognition of $200 million of

financial support by him, the School of Medicine was renamed the Icahn School of Medicine at Mt.

Sinai and the Institute of Genomics was renamed the Icahn Genomics Institute.

The School of Medicine also established an Icahn Scholars Program to attract a world-class group of physician-scientists to the School.

In the area of education, Mr.

Icahn established seven Icahn Charter Schools located in The Bronx, New York, an area marked by poverty and high crime rates.

The mission of the schools is based on the belief that all students deserve a rigorous academic program through which they will increase their capacity to learn.

As a result, the students will graduate armed with the skills and knowledge to participate successfully in the most intense academic environments and will have a sense of personal and community responsibility.

At Choate Rosemary Hall, a premiere boarding school located in Wallingford, Connecticut where he previously served on the board of trustees, he endowed the Icahn Scholars Program, which has awarded a large number of scholarships to underprivileged students, and funded the Carl C.

Icahn Science Center, Choate Science Building designed by I.M.

He also sponsored a genomics laboratory at Princeton University which was named the Carl C.

Icahn Laboratory for Princeton University's Institute for Integrated Genomics.

Icahn is also a Charter Member of the Nassau Hall Society, which is composed of individuals who have given $5 million or more to Princeton University.

He has also made significant donations to the Randall's Island Sports Foundation, where he previously served as a trustee, for the construction of Icahn Stadium, a track and field stadium located on Randall’s Island.

In addition, he has served as a trustee on the board of Lincoln Center.

Icahn was previously:

Chairman of the Board of Tropicana Entertainment Inc., a company that is primarily engaged in the business of owning and operating casinos and resorts, from 2010 until 2018;

Chairman of the Board of CVR Refining, LP from 2013 to 2018;

Chairman of the Board of CVR Energy, Inc., from 2012 to 2018;

President and a member of the Executive Committee of XO Holdings, from 2011 to 2017, and Chairman of the Board of its predecessors, from 2003 to 2011;

a director of Federal-Mogul LLC, a supplier of automotive powertrain and safety components, from 2007 to 2015, and the non-executive Chairman of the Board of Federal-Mogul LLC, from 2008 to 2015;

Chairman of the Board of American Railcar Industries, Inc., a railcar manufacturing company, from 1994 to 2014;

a director of American Railcar Leasing LLC, a lessor and seller of specialized railroad tank and covered hopper railcars, from 2004 to 2013;

a director of WestPoint Home LLC, from 2005 to 2011;

and a director of Cadus Corporation, a company engaged in the acquisition of real estate for renovation or construction and resale, from 1993 to 2010.

Icahn brings to his role as the Chairman of the Board his significant business experience in leadership roles as director in various companies as discussed above, including certain of our subsidiaries.

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Prior to that, he worked at Crestview Partners from 2009 to 2011 as an associate in their private equity business, and at Gleacher Partners, a boutique mergers and acquisitions firm, from 2007 to 2009.

Teno has served as a director of Southwest Gas Holdings, Inc., an entity that purchases, distributes and transports natural gas and provides utility infrastructure services across North America, since May 2022.

Teno also previously served as a director of:

Teno has served as a director of Southwest Gas Holdings, Inc.

from May 2022 to December 2025;

Illumina, Inc.

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Zarb School of Business at Hofstra University.

Papapostolou has served as director of Viskase Companies, Inc., since April 2020 and CVR Energy, Inc., since March 2023.

Viskase Companies, Inc.

and CVR Energy, Inc are each indirectly controlled by Carl C.

Robert Flint has served as Chief Accounting Officer the Company since January, 2024.

Papapostolou has served as a director of Caesars Entertainment, Inc.

since March 2025.

Papapostolou previously served as a director of Viskase Companies, Inc., from April 2020 to March 2025 and CVR Energy, Inc., from March 2023 to March 2025.

Robert Flint has served as Chief Accounting Officer of Icahn Enterprises L.P.

since January 2024.

Prior to his appointment as Chief Accounting Officer, Mr.

Flint served as Director of Accounting from November 2021 to December 2023 and previously served as Chief Audit Executive of the Company from March 2020 to November 2021.

Flint was an independent management consultant from January 2017 to March 2020, serving a variety of clients and industries, including Icahn Automotive Group, LLC, a subsidiary of the Company, from September 2018 to March 2020.

Flint has served as director for Icahn Automotive Group LLC, WestPoint Home LLC, Vivus LLC, and various real estate

related businesses since 2024.

Flint received his B.S in Accounting and Finance from the University of Dayton School of Business.

Brett Icahn has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP and has been a Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises, since October 2020.

Brett Icahn was previously a consultant for Icahn Enterprises, where he exclusively provided investment advice to Carl C.

Icahn with respect to the investment strategy for Icahn Enterprises’ Investment segment and with respect to capital allocation across Icahn Enterprises’ various operating subsidiaries from 2017 to 2020.

From 2010 to 2017, Brett Icahn was responsible for co-executing an investment strategy across all industries as a Portfolio Manager of the Sargon Portfolio for Icahn Capital LP, the entity through which Carl C.

Icahn manages investment funds.

From 2002 to 2010, Brett Icahn served as an investment analyst for Icahn Capital LP and in a variety of investment advisory roles for Carl C.

Brett Icahn currently serves as a director of Bausch Health Companies Inc., a manufacturer and marketer of pharmaceuticals, over the counter products and medical devices since March 2021 and the Bausch + Lomb board since June 2022;

and Dana Inc., a leading supplier of fully integrated drivetrain and electrified propulsion systems for all passenger vehicles since January 2025.

Brett Icahn was previously a director of, among others:

Newell Brands Inc., a global marketer of consumer and commercial products, from March 2018 to March 2023;

Nuance Communications, Inc., a provider of voice and language solutions, from October 2013 to March 2016;

Take-Two Interactive Software Inc., a publisher of interactive entertainment products, from April 2010 to November 2013;

and The Hain Celestial Group, Inc., a natural and organic products company, from July 2010 to November 2013.

Brett Icahn is the son of Carl C.

Icahn who has or previously had non-controlling interests in the aforementioned companies through the ownership of securities.

Brett Icahn brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above.

In addition, Brett Icahn is uniquely qualified based on his prior experience working as an investment analyst for Icahn Capital LP.

Denise Barton has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since September 2019 and was a member of our audit committee.

from September 2019 until April 2021.

Flint received his B.S.

in Accounting and Finance from the University of Dayton School of Business Administration in 2001.

Flint brings extensive experience in corporate finance and accounting, investor relations, risk management, as well as service on the boards of other public and private companies.

Flint has served as director and chairman of CVR Energy, Inc.

since March, 2025;

as director and chairman of CVR Partners since October, 2025;

as director and chairman of Viskase Companies, Inc.

since March 2025;

as director of Vivus LLC since July 2024;

as director of WestPoint Home since July 2024;

as director of Icahn Automotive Group LLC and director of The Pep Boys-Manny, Moe & Jack since July 2024.

Denise Barton has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since September 2019 and as a member of our audit committee from September 2019 until April 2021 and since August 2025.

In addition, Ms.

Barton served as Chief Financial Officer of IEH Auto Parts LLC from July of 2021 and both Chief Executive Officer and Chief Financial Officer of IEH Auto Parts LLC from September 2021 through April 2022.

Barton has served on the board of directors and audit committee for Viskase Companies, Inc., a subsidiary of Icahn Enterprises, since May 2016 and served on the board of directors and audit committee for Trump Entertainment Resorts, Inc., a subsidiary of Icahn Enterprises, from February 2016 through June 2017.

Barton served as Chief Financial Officer of IEH Auto Parts LLC from July 2021 to April 2022.

Barton and served as both Chief Executive Officer and Chief Financial Officer of IEH Auto Parts LLC from September 2021 through April 2022.

Barton served on the board of directors and audit committee for Viskase Companies, Inc., a subsidiary of Icahn Enterprises, from May 2016 to January 2022 and served on the board of directors and audit committee for Trump Entertainment Resorts, Inc., a subsidiary of Icahn Enterprises, from February 2016 through June 2017.

Barton served as a member of the Operating Executive Board of Gotham Private Equity Partners, LP, a New York based merchant banking firm, from March 2010 through January 2014.

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Barton has over 15 years’ experience in public accounting and has served as Chief Financial Officer in both public and private companies.

Barton is a certified public accountant and has been licensed by the Nevada State Gaming Control Commission, the New Jersey Casino Control Commission and the Mississippi Gaming Commission.

Barton is a certified public accountant and

has been licensed by the Nevada State Gaming Control Commission, the New Jersey Casino Control Commission and the Mississippi Gaming Commission.

Barton brings to her service as a director her significant experience in leadership roles as director of various companies as discussed above.

In particular, her service as Chief Financial Officer of various companies enables her to understand the complex business and financial issues that we may face.

Mongillo has served as the director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since March 2020 and is a member of our audit committee.

Mongillo has served as a director of CVR Energy, Inc., a majority owned subsidiary of Icahn Enterprises, since May 2012.

Mongillo is currently, and has been since April 2012, the Chairman and Chief Executive Officer of AMPF, Inc., a distributor of picture frame mouldings and supplies of which he is also the principal shareholder.

Since November 2022, Mr.

Mongillo has been an equity member of Manufactured Housing Partners LLC (“MHP”), a private real estate management company.

Previously, Mr.

Mongillo served as:

a director of HERC Holdings, Inc., a publicly traded equipment rental company, from 2016 until 2018;

a director of American Railcar Industries, Inc from 2009 until 2011;

a director of WestPoint Home LLC, from March 2009

until January 2011;

and a managing director of Icahn Capital LP, from January 2008 until January 2011.

Icahn Capital LP and WestPoint Home, LLC are each indirectly controlled by Carl C.

American Railcar Industries, Inc.

was previously indirectly controlled by Carl C.

Icahn also previously had non-controlling interests in HERC Holdings, Inc through the ownership of securities.

Mongillo received a B.A.

from Trinity College and an M.B.A from the Amos Tuck School of Business Administration at Dartmouth College.

Mongillo brings to his service as a director his significant experience in leadership roles as director of various companies, as discussed above.

In particular, his service as Chief Executive Officer of AMPF, Inc.

enables him to understand the complex business and financial issues that we may face.

Krongard has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since March 2019 and is a member of our audit committee.

Krongard currently serves as a director and a member of the audit committee of the board of directors of Apollo Global Management, LLC;

as a director and member of the compensation committee of the board of directors of Iridium Communications Inc.

and previously served as the lead independent director and chairman of the audit committee of the board of directors of Under Armour, Inc from March 2019 until May 2020.

He served as Executive Director of the Central Intelligence Agency from 2001 to 2004 and as counselor to the Director of the Central Intelligence Agency from 2000 to 2001.

Krongard previously served in various capacities at Alex.Brown, Incorporated, including serving as Chief Executive Officer beginning in 1991 and assuming additional duties as Chairman of the board of directors in 1994.

Upon the merger of Alex.Brown with Bankers Trust Corporation in 1997, Mr.

Krongard became Vice Chairman of the Board of Bankers Trust and served in such capacity until joining the Central Intelligence Agency in 1998.

Krongard brings to his service as a director his significant experience in leadership roles as director of various companies as discussed above.

In particular, his service as Chief Executive Officer of Alex.Brown, Incorporated enables him to understand the complex business and financial issues that we may face.

Nancy Dunlap has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since April 2021 and is a member of our audit committee.

Since August 2022, Ms.

Dunlap has also served as a director of Sandridge Energy, Inc.

Dunlap currently serves as the private counsel and head of the private family office of former New Jersey Governor and United States Senator Jon S.

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Dunlap brings to her service as a director her significant experience in leadership roles as director of various companies as discussed above.

Margarita Paláu-Hernández has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since November 2025 and is a member of our audit committee.

Paláu-Hernández 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.

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.

Paláu-Hernández has served as a member of the board, the compensation committee and the corporate governance committee of Conduent Incorporated since 2019 and has served on the audit committee since January 2026.

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.

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.

Paláu-Hernández brings to her service as a director her significant experience in leadership roles as director of various companies as discussed above.

Audit Committee

Mongillo, Alvin B.

Krongard and Nancy Dunlap serve on our audit committee.

Mongillo is 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 Listing Rules.

Denise Barton, Nancy Dunlap and Margarita Paláu-Hernández serve on our audit committee.

Denise Barton 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 Listing Rules.

We believe that each of the other audit committee members are also “independent.” A copy of the audit committee charter is available on our website at https://www.ielp.com/corporate-governance/governance-overview or may be obtained without charge by writing to Icahn Enterprises L.P., 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160, Attention:

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Our audit committee has regularly scheduled meetings each year, and numerous other meetings when circumstances require.

Regularly scheduled meetings are held in connection (a) with the audit committee’s review, together with our senior management, the senior management of our subsidiaries, and representatives of our independent auditor, of our quarterly reports on Form 10-Q and our annual report on Form 10-K and (b) telephone conferences with the senior management of each of our subsidiaries.

Regularly scheduled meetings are also held with our Chief Financial Officer,

Chief Accounting Officer and Chief Auditor, who report to the audit committee on company-wide developing financial and related matters.

management of each of our subsidiaries.

Regularly scheduled meetings are also held with our Chief Financial Officer, Chief Accounting Officer and Chief Auditor, who report to the audit committee on company-wide developing financial and related matters.

In connection with our annual report on Form 10-K, the audit committee meets in executive session, and also meets separately with our independent auditor and our senior management.

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This report is provided by the following independent directors, who constitute the audit committee:

Denise Barton

Margarita Paláu-Hernández

Code of Ethics and Business Conduct

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● Andrew Teno, President and Chief Executive Officer

● David Willetts, Former President and Chief Executive Officer

● Ted Papapostolou, Chief Financial Officer

Effective as of February 21, 2024, Mr.

Willetts left his role as President and Chief Executive Officer of Icahn Enterprises and was succeeded by Andrew Teno.

Icahn serves as Chairman of the Board of Icahn Enterprises GP, Chairman of the Board and Chief Executive Officer of Icahn Capital LP and Chief Executive Officer of the Investment Funds.

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Icahn’s base salary for 2025 was $1, consistent with calendar year 2024.

For 2024, consistent with his employment agreement with us, Mr.

Teno’s base salary “draw” was equal to $2,600,000 per year (except that, for the period from January 1, 2024 through February 19, 2024, this amount was instead based on an annualized amount of $1,500,000).

Papapostolou’s base salary for 2024 was $850,000;

however, in connection with the commencement of his participation in our long-term NAV incentive program, his base salary “draw” was established as $2,200,000 per year effective as of September 26, 2024 in accordance with his employment letter agreement with us, as further described below.

Prior to his departure as our Chief Executive Officer on February 21, 2024, Mr.

Willetts’ base salary was $1,000,000 per year (which remained consistent in his role with Pep Boys after this date, as further described below).

For 2025, Mr.

Teno’s base salary “draw” was equal to $2,600,000 per year, in accordance with the Teno Employment Agreement (as defined and described below).

Papapostolou’s base salary “draw” for 2025 was equal to $2,200,000, in accordance with the Papapostolou Employment Letter (as defined and described below).

See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for detailed information on the compensation received by each of our named executive officers for 2025.

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Teno’s and Papapostolou’s compensation opportunities to our long-term NAV performance, which we believe is key to aligning their compensation with sustained delivery of value to our unitholders.

Prior to his departure as our Chief Executive Officer on February 21, 2024, Mr.

Willetts did not participate in a NAV incentive arrangement, but had a discretionary annual target bonus opportunity of $1,550,000 (which remained consistent in his role with Pep Boys after this date, as further described below).

Deferred Unit Awards

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Deferred unit awards were granted in prior years in order to align the interests of named executive officers with our unitholders, provide competitive financial incentives and to promote continuity of management.

Willetts and Mr.

Papapostolou each previously received deferred unit awards in December 2021.

Going forward, Mr.

Papapostolou’s incentive compensation is delivered under the NAV incentive arrangement described in his employment letter agreement with us.

Papapostolou last received a deferred

unit award in December 2021 (which vested on a prorated basis in accordance with the Papapostolou Employment Letter in 2024, with the remainder forfeited).

Beginning in 2024, Mr.

Papapostolou’s incentive compensation is delivered under the NAV incentive arrangement described in the Papapostolou Employment Letter.

401(k) Plan and Other Benefits

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The ratio of our Chief Executive Officer’s total annual compensation to our median employee’s total annual compensation for 2025 was 73:1.

Fiscal 2024 Management Changes

Appointment of Andrew J.

Teno as President and Chief Executive Officer

As previously disclosed, on February 21, 2024, Andrew J.

Teno was appointed as our President and Chief Executive Officer, succeeding Mr.

We entered into an employment agreement with Mr.

Teno in connection with his appointment (the “Teno Employment Agreement”).

Employment Agreements

Employment Agreement with Andrew J.

As previously disclosed, we entered into an employment agreement with Andrew J.

Teno in connection with his appointment as our Chief Executive Officer on February 21, 2024 (the “Teno Employment Agreement”).

The Teno Employment Agreement will remain in effect through March 31, 2028, unless earlier terminated.

During the term of the Teno Employment Agreement, Mr.

Teno will be entitled to participate in all benefit programs and plans generally made available to our other executives.

Teno is entitled to participate in all benefit programs and plans generally made

available to our other executives.

Effective as of January 1, 2024 and continuing during the term of the Teno Employment Agreement, Mr.

Teno will be eligible to receive payments equal to an annualized amount of $2,600,000 (except that, for the period from January 1, 2024 through February 19, 2024, the payments will be based on an annualized amount of $1,500,000), payable in accordance with our general payroll practices, that are in the form of a salary “draw” against the Teno NAV Incentive (as defined and described below).

Teno is eligible to receive payments equal to an annualized amount of $2,600,000 (except that, for the period from January 1, 2024 through February 19, 2024, the payments were based on an annualized amount of $1,500,000), payable in accordance with our general payroll practices, that are in the form of a salary “draw” against the Teno NAV Incentive (as defined and described below).

In addition, Mr.

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In addition to his compensation from us, Mr.

Teno will be entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr.

Teno is entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr.

Teno sits at our (or our affiliate’s) request, unless we (or our affiliates) own voting securities that constitute at least 40% of the vote for directors of such company.

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As previously disclosed, on September 26, 2024, Mr.

Papapostolou entered into a new employment letter agreement with us (the “Papapostolou Employment Letter”), which superseded Mr.

Papapostolou’s prior letter agreement with us.

Papapostolou entered into a new employment letter agreement with us (the “Papapostolou Employment Letter”).

Pursuant to the Papapostolou Employment Letter, Mr.

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During the Papapostolou Term, Mr.

Papapostolou will be entitled to participate in all benefit programs and plans generally made available to our other executives.

Papapostolou is entitled to participate in all benefit programs and plans generally made available to our other executives.

As of September 26, 2024, and continuing during the Papapostolou Term, Mr.

Papapostolou will be eligible to receive payments equal to an annualized amount of $2,200,000, payable in accordance with the Company’s general payroll practices, that are in the form of a salary “draw” against the Papapostolou NAV Incentive (as defined and described below).

Papapostolou is eligible to receive payments equal to an annualized amount of $2,200,000, payable in accordance with the Company’s general payroll practices, that are in the form of a salary “draw” against the Papapostolou NAV Incentive (as defined and described below).

Pursuant to the Papapostolou Employment Letter, the Company paid Mr.

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Papapostolou on December 9, 2021 under our 2017 Incentive Plan, a prorated number of such deferred units (together with any dividend equivalents credited with respect to such vested deferred units) vested based on the number of days elapsed from December 9, 2021 through and including September 26, 2024, and were settled in cash, less applicable tax and payroll withholdings.

Unvested deferred units (together with any dividend equivalents credited with respect to such unvested deferred units) that did not vest in accordance with the foregoing were forfeited by Mr.

Unvested deferred units

(together with any dividend equivalents credited with respect to such unvested deferred units) that did not vest in accordance with the foregoing were forfeited by Mr.

Papapostolou for no consideration as of September 26, 2024.

In addition, Mr.

Papapostolou will be eligible to receive a payment (generally subject to Mr.

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In addition to his compensation from us, Mr.

Papapostolou will be entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr.

Papapostolou is entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr.

Papapostolou sits at our (or our affiliate’s) request, unless we (or our affiliates) own voting securities that constitute at least 40% of the vote for directors of such company.

The Papapostolou Employment Letter also contains customary confidentiality, intellectual property, and non-disparagement covenants, as well as non-solicitation and non-competition provisions.

Willetts Letter Agreement

As previously disclosed, on February 21, 2024, Mr.

Willetts entered into a letter agreement (the “Amended Willetts Letter Agreement”) with The Pep Boys – Manny, Moe & Jack LLC (“Pep Boys”) and Pep Boys – Manny, Moe & Jack

of Puerto Rico, Inc.

(“Pep Boys Puerto Rico”), each a wholly owned subsidiary of Icahn Enterprises in our Automotive segment, appointing Mr.

Willetts as the President and Chief Executive Officer of Pep Boys and Pep Boys Puerto Rico as of February 21, 2024.

The Amended Willetts Letter Agreement superseded Mr.

Willetts’ prior offer letter with us.

Willetts’ initial base salary and target annual bonus under the Amended Willetts Letter Agreement were consistent with their levels of $1,000,000 and $1,550,000, respectively, as in effect immediately prior to the date of the Amended Willetts Letter Agreement.

In addition, under the Amended Willetts Letter Agreement and in connection with Mr.

Willetts’ move to Bala Cynwyd, Pennsylvania, Mr.

Willetts received a one-time relocation bonus of $50,000 (less applicable withholding taxes).

During his employment with Pep Boys, Mr.

Willetts was eligible to participate in the employee benefits made available to employees of Pep Boys in accordance with the terms of the applicable benefit plans.

In addition, the Amended Willetts Letter Agreement provided that, upon Mr.

Willetts’ employment being terminated by Pep Boys without “Cause” (as defined in the Amended Willetts Letter Agreement), Mr.

Willetts was eligible to receive (subject to Mr.

Willetts’ timely execution and non-revocation of a release of claims) (i) a pro-rata portion of the target bonus amount for the calendar year in which such termination occurs, (ii) any earned and unpaid target bonus for the calendar year preceding the year in which the termination occurs, and (iii) pro-rata vesting of his outstanding deferred units.

In addition to his compensation from Pep Boys, Mr.

Willetts was entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr.

Willetts sat at our (or our affiliate’s) request, unless we (or our affiliates) owned voting securities that constitute at least 40% of the vote for directors of such company.

The Amended Willetts Letter Agreement also contained customary confidentiality, cooperation and non-disparagement covenants, as well as 1-year post-termination non-solicitation and non-competition provisions.

Compensation Committee Report

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Ted Papapostolou

Michael Nevin

Denise Barton

Margarita Paláu-Hernández

Compensation Committee Interlocks and Insider Participation

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President and Chief Executive Officer

David Willetts (4)

Former President and Chief Executive Officer

Ted Papapostolou (4)

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Teno’s “Salary” amount represents the “draw” payments pursuant to the Teno NAV Incentive, as further described above.

Teno’s “All Other Compensation” for 2024 consists of $4,434 for medical and dental benefits and $996 for life insurance premiums.

(4) As noted above, Mr.

Willetts ceased to be our Chief Executive Officer on February 21, 2024.

For 2024, Mr.

Willetts’ base salary was $1,000,000 per year;

for the portion of 2024 that preceded February 21, 2024, we paid his base salary, and after that date, Pep Boys paid his base salary until the end of his employment with Pep Boys on September 20, 2024.

Pep Boys also paid Mr.

Willetts a $50,000 relocation bonus in 2024.

Willetts’ “All Other Compensation” for 2024 consists of $42,894 of unused paid time off;

$3,681 for medical and dental benefits;

and $1,120 for life insurance premiums.

(5) Prior to September 26, 2024, Mr.

Papapostolou received a salary at a rate of $850,000 per year;

however, from and after that date, Mr.

Papapostolou’s “Salary” amount includes the “draw” payments pursuant to the Papapostolou NAV Incentive, as further described above.

Teno’s “All Other Compensation” for 2025 consists of $4,898 for medical and dental benefits;

$1,080 for life insurance premiums and $52,575 for cash paid in lieu of unused paid time off (“PTO”).

(4) For 2025, Mr.

Papapostolou’s “Bonus” column includes a prorated target bonus payment in satisfaction of Mr.

Papapostolou’s discretionary annual bonus opportunity that was in effect prior to September 26, 2024, when Mr.

Papapostolou instead commenced eligibility for the Papapostolou NAV Incentive.

Papapostolou’s “Salary” amount represents the “draw” payments pursuant to the Papapostolou NAV Incentive, as further described above.

Papapostolou’s “All Other Compensation” for 2025 consists of $10,938 in matching contributions under our 401(k) Plan;

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$1,080 for life insurance premiums;

and $431,569 in

prorated accelerated vesting for Mr.

Papapostolou’s previously outstanding deferred units (plus accrued dividend equivalents of $541,804 that also vested), as further described above.

and $160,832 for cash paid in lieu of unused PTO.

Each of our executive officers may perform services for affiliates of Mr.

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Icahn, the Chairman of the Board of Icahn Enterprises.

Nevin, who resigned as director on February 24, 2025, is married to the daughter of Carl C.

There are no other family relationships between or among any of our directors and/or executive officers.

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There were no awards granted during 2025 for any of our named executive officers under the 2017 Incentive Plan.

However, as disclosed above, Messrs.

Teno and Papapostolou were awarded long-term NAV incentive opportunities in connection with entering into new employment arrangements with us, as noted below:

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)

President and Chief Executive Officer

Ted Papapostolou

Chief Financial Officer

(1) The amounts in this table reflect Messrs.

Teno’s and Papapostolou’s long-term NAV incentive opportunities pursuant to their employment arrangements with us, as further described above.

These opportunities do not have formal “target” amounts and are calculated based on our long-term NAV performance.

The amounts shown in the “Target” column are representative amounts of the NAV incentive opportunities based on our NAV performance during fiscal 2024.

Prior to fiscal 2025, Messrs.

Teno and Papapostolou were awarded long-term NAV incentive opportunities in connection with entering into their employment arrangements with us, as further described above.

Outstanding Equity Awards at Fiscal Year End 2025

There were no outstanding equity awards for any of our named executive officers as of December 31, 2025 under the 2017 Incentive Plan.

Option Exercises and Stock Vested

Number of Units Acquired Upon Vesting

Value Realized Upon Vesting

Ted Papapostolou (1)

Chief Financial Officer

(1) Represents the prorated vesting of deferred depositary units upon Mr.

Papapostolou’s entry into a new employment letter with us on September 26, 2024.

The value realized is based on the closing price of our depositary units on such date of $13.15.

Papapostolou’s deferred depositary units were settled in cash and, pursuant to the terms of the applicable award agreement, such cash settlement amount was based on a 180-day volume weighted average price of our depositary units, which was $15.13 (resulting in cash settlement value of approximately $431,570)

Employment Arrangements

On December 9, 2021, Icahn Enterprises entered into an offer letter with David Willetts (the “Prior Willetts Letter”).

Pursuant to the Prior Willetts Letter, during his term of employment with us, Mr.

Willetts was paid a base salary at the rate of $1,000,000 per annum.

Willetts was also eligible to receive an annual discretionary cash bonus with a target amount of $1,550,000.

Willetts also received a grant as of December 9, 2021 of 69,498 deferred depositary units of Icahn Enterprises under the Icahn Enterprises 2017 Long-Term Incentive Plan (“LTIP”), determined by dividing $3,750,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date.

The deferred depositary units were originally scheduled to cliff vest on December 9, 2024 (subject to the other terms and conditions set forth in the LTIP and award agreement entered into in connection with the grant of deferred depositary units).

In addition, pursuant to the Prior Willetts Letter, if Mr.

Willetts’ employment was terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the event of death) would have been entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units would have become immediately vested and the remaining portion of the grant would have been forfeited.

However, as further described above under “Fiscal 2024 Management Changes—Willetts Letter Agreement,” on February 21, 2024, Mr.

Willetts was succeeded by Andrew J.

Teno as our President and Chief Executive Officer, and Mr.

Willetts entered into the Amended Willetts Letter Agreement with Pep Boys, one of our wholly owned subsidiaries, which superseded the terms of the Prior Willetts Letter.

On December 9, 2021, Icahn Enterprises entered into an offer letter with Ted Papapostolou (the “Prior Papapostolou Letter”).

Pursuant to the Prior Papapostolou Letter, Mr.

Papapostolou was initially paid a base salary at the rate of $550,000 per annum.

On May 9, 2023, the Board of Directors of the general partner of Icahn Enterprises approved an increase in base salary from a rate of $550,000 per annum to $850,000 per annum for Mr.

Papapostolou.

Papapostolou was eligible to receive an annual discretionary cash bonus with a target amount of $400,000 under the Prior Papapostolou Letter.

Papapostolou also received a grant of 30,579 deferred depositary units of Icahn Enterprises as of December 9, 2021 under the LTIP, determined by dividing $1,650,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date.

Under the Prior Papapostolou Letter, in the event that Mr.

Papapostolou’s employment were terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the case of death) would have been entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units would have become immediately vested (with the remaining portion of the grant forfeited).

However, as further described above under “Fiscal 2024 Management Changes—Papapostolou Letter Agreement,” on September 26, 2024, Mr.

Papapostolou entered into the Papapostolou Employment Letter with us, which superseded the terms of the Prior Papapostolou Letter.

Option Exercises and Stock Vested in 2025

There were no option exercises or vesting of any equity awards for our named executive officers during fiscal 2025.

Potential Payments Upon Termination or Change in Control

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Papapostolou with “Good Reason” (each as defined in the Teno Employment Agreement or Papapostolou Employment Letter, respectively), Messrs.

Teno and Papapostolou will be eligible to receive (subject to their timely execution and non-revocation of a release of claims) payment of the Teno NAV Incentive and Papapostolou NAV Incentive, respectively, in each case paid within 15 days following the date that we first publish NAV following such termination but no later than March 15 of the calendar year following the year of termination, and

with Adjusted NAV (as defined in the Teno Employment Agreement or Papapostolou Employment Letter, as applicable), calculated based on that published NAV.

Teno and Papapostolou were so terminated as of December 31, 2024, the Teno NAV Incentive and Papapostolou NAV Incentive would have paid out an estimated $0 and $0, respectively.) If, however, that termination occurs within 60 days prior to or 6 months following a “Key Man Event” (as defined in the Manager Agreement, dated as of October 1, 2020, by and among the Company, Icahn Capital LP, Isthmus LLC, Icahn Partners LP, and Icahn Partners Master Fund LP, as amended), this amount will be no less than $2,600,000 (in the case of Mr.

Teno and Papapostolou were terminated as of December 31, 2025, the Teno NAV Incentive and Papapostolou NAV Incentive would have paid out an estimated $0 and $0, respectively.

If, however, that termination occurs within 60 days prior to or 6 months following a “Key Man Event” (as defined in the Manager Agreement, dated as of October 1, 2020, by and among the Company, Icahn Capital LP, Isthmus LLC, Icahn Partners LP, and Icahn Partners Master Fund LP, as amended), this amount will be no less than $2,600,000 (in the case of Mr.

Teno) or $2,200,000 (in the case of Mr.

Papapostolou).

On September 20, 2024, Mr.

Willetts’ employment with Pep Boys ended.

Director Compensation

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Fees Earned or

Michael Nevin

Denise Barton

During 2024, the fees earned or paid in cash for Messrs.

Nevin, Mongillo and Krongard and Mses.

Barton and Dunlap, were in respect of their services rendered as members of our Board.

Margarita Paláu-Hernández

Michael Nevin (2)

Mongillo resigned as a member of our Board on November 3, 2025.

Mongillo’s resignation was not the result of any disagreement with us on any matter relating to our operations, policies, or practices.

Nevin resigned as a member of our Board on February 24, 2025.

Nevin’s resignation was not the result of any disagreement with us on any matter relating to our operations, policies, or practices.

Krongard resigned as a member of our Board on August 1, 2025.

Krongard’s resignation was not the result of any disagreement with us on any matter relating to our operations, policies, or practices.

During 2025, the fees earned or paid in cash for Mses.

Barton, Dunlap and Palau-Hernandez (and for our former directors, Messrs.

Mongillo, Nevin and Krongard) were in respect of their services rendered as members of our Board.

With respect to Mr.

Mongillo, the fees earned or paid in cash included $5,000 for serving as the chairman of the audit committee.

Brett Icahn did not receive compensation in respect of his services rendered as a member of our board of directors.

Directors receive only cash compensation, if applicable, and currently are not granted any options, units or other equity-based awards.

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Moreover, under the partnership agreement, the affirmative vote of Icahn Enterprises GP and unitholders owning more than 50% of the total number of all outstanding depositary units then held by unitholders, including affiliates of Mr.

Icahn, is required to approve, among other things, selling or otherwise disposing of all or substantially all of our assets in a single sale or in a

related series of multiple sales, our dissolution or electing to continue Icahn Enterprises in certain instances, electing a successor general partner, making certain amendments to the partnership agreement or causing us, in our capacity as sole limited partner of Icahn Enterprises Holdings, to consent to certain proposals submitted for the approval of the limited partners of Icahn Enterprises Holdings.

Icahn, is required to approve, among other things, selling or otherwise disposing of all or substantially all of our assets in a single sale or in a related series of multiple sales, our dissolution or electing to continue Icahn Enterprises in certain instances, electing a successor general partner, making certain amendments to the partnership agreement or causing us, in our capacity as sole limited partner of Icahn Enterprises Holdings, to consent to certain proposals submitted for the approval of the limited partners of Icahn Enterprises Holdings.

Accordingly, as affiliates of Mr.

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Denise Barton

All Directors and Executive Officers as a Group (eight persons)

Margarita Paláu-Hernández

All Directors and Executive Officers as a Group (six persons)

Less than 1% of total outstanding depositary units of Icahn Enterprises.

(a) The foregoing is exclusive of a 1.99% ownership interest which Icahn Enterprises GP holds by virtue of its 1% general partner interest in each of us and Icahn Enterprises Holdings.

(b) Based on a Schedule 13D/A filed with the SEC on January 8, 2025 by CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC, Thornwood Associates Limited Partnership, Barberry Corp., Starfire Holding Corporation, Little Meadow Corp.

(b) Based on a Schedule 13D/A filed with the SEC on December 29, 2025 by CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC, Thornwood Associates Limited Partnership, Barberry Corp., Starfire Holding Corporation, Little Meadow Corp.

Icahn, by virtue of his relationship to such entities, may be deemed to beneficially own such Depositary Units.

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During the first quarter of 2017, the board of directors of the general partner of Icahn Enterprises unanimously approved and adopted the 2017 Incentive Plan, which was subsequently approved by holders of a majority of Icahn Enterprises’ depositary units and became effective during the first quarter of 2017.

The 2017 Incentive Plan permits us to issue depositary units and grant options, restricted units or other unit-based awards to all of our, and our affiliates’, employees, consultants, members and partners, as well as the three non-employee directors of our general partner.

The 2017 Incentive Plan permits us to issue depositary units and grant options, restricted units or other unit-based awards to all of our, and our affiliates’,

employees, consultants, members and partners, as well as the three non-employee directors of our general partner.

One million of Icahn Enterprises’ depositary units were initially available under the 2017 Incentive Plan.

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Icahn and his affiliates owned approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2025.

Icahn and his affiliates may in the future elect to receive all or a portion of their distributions in cash or in additional depositary

Icahn and his affiliates may in the future elect to receive all or a portion of their distributions in cash or in additional depositary units.

Pursuant to registration rights agreements, Mr.

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As of December 31, 2025, the total fair market value of investments in the Investment Funds made by Mr.

Icahn and his affiliates (excluding us and Brett Icahn) was approximately $1.5 billion, representing approximately 35% of the Investment Funds’ assets under management.

Icahn and his affiliates (excluding us and Brett Icahn) was $908 million, representing approximately 25% of the Investment Funds’ assets under management.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $508 million from the Investment Funds in the year ended December 31, 2025.

In addition, during the year ended December 31, 2024, the Investment Funds issued a pro-rata distribution, including $256 million to Mr.

Icahn and his affiliates (excluding us and Brett Icahn).

Other Related Party Transactions

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We also entered into a guaranty agreement with an affiliate of Brett Icahn, pursuant to which we guaranteed the payment of certain amounts required to be distributed by the Investment Funds to such affiliate pursuant to the terms and conditions of the manager agreement.

On October 1, 2020, we entered into a restricted unit agreement with Brett Icahn pursuant to the 2017 Incentive Plan whereby Brett Icahn was awarded a grant of 239,254 restricted depositary units of Icahn Enterprises which will vest over

seven years, subject to the terms and conditions of that agreement.

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Icahn Enterprises GP is also entitled to reimbursement by us for all allocable direct and indirect overhead expenses, including, but not limited to, salaries and rent, incurred in connection with the conduct of our business.

Section 6.15 of our partnership agreement provides that the general partner and all officers, directors, and employees of the general partner, Icahn Enterprises, and Icahn Enterprises Holdings, (individually, an “IEP Indemnitee”), and persons serving at the request of the general partner as a director, officer, employee or agent of any entity, and other persons designated by the general partner in its sole discretion as an indemnitee (individually, an “Outside Capacity Indemnitee”), to the fullest extent permitted by law, will be indemnified and held harmless from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the IEP Indemnitee or Outside Capacity Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of its status as (x) the general partner or an affiliate thereof or (y) a partner, shareholder, director, officer, employee or agent of the general partner or an affiliate thereof or (z) a Person serving at the request of Icahn Enterprises in another entity in a similar capacity, which relate to, arise out of or are incidental to Icahn Enterprises, its property, business or affairs, including, without limitation, liabilities under the federal and state securities laws, regardless of whether the IEP Indemnitee or Outside Capacity Indemnitee continues to be an IEP Indemnitee or Outside Capacity Indemnitee at the time any such liability or expense is paid or incurred, if (i) the IEP Indemnitee or Outside Capacity Indemnitee acted in good faith and in a manner it believed to be in, or not opposed to, the best interests of Icahn Enterprises, and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful and (ii) the IEP Indemnitee’s or Outside Capacity Indemnitee’s conduct did not constitute fraud, bad faith, or willful misconduct.

Indemnitee or Outside Capacity Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of its status as (x) the general partner or an affiliate thereof or (y) a partner, shareholder, director, officer, employee or agent of the general partner or an affiliate thereof or (z) a Person serving at the request of Icahn Enterprises in another entity in a similar capacity, which relate to, arise out of or are incidental to Icahn Enterprises, its property, business or affairs, including, without limitation, liabilities under the federal and state securities laws, regardless of whether the IEP Indemnitee or Outside Capacity Indemnitee continues to be an IEP Indemnitee or Outside Capacity Indemnitee at the time any such liability or expense is paid or incurred, if (i) the IEP Indemnitee or Outside Capacity Indemnitee acted in good faith and in a manner it believed to be in, or not opposed to, the best interests of Icahn Enterprises, and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful and (ii) the IEP Indemnitee’s or Outside Capacity Indemnitee’s conduct did not constitute fraud, bad faith, or willful misconduct.

The partnership agreement further provides that an IEP Indemnitee or Outside Capacity Indemnitee shall not be denied indemnification in whole or in part under Section 6.15 by reason of the fact that the IEP Indemnitee or Outside Capacity Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of the partnership agreement.

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Icahn’s affiliates, we and our subsidiaries are subject to the pension liabilities of entities in which Mr.

Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase and ACF.

All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase and ACF plans have been met as of December 31, 2024.

Icahn has a direct or indirect ownership interest of at least 80%, which includes the liabilities of pension plans sponsored by Viskase (and, prior to their termination, by ACF Industries LLC (“ACF”), an affiliate of Mr.

All the minimum funding requirements of the Internal Revenue Code, as amended, and the Employee Retirement Income Security Act of 1974, as amended, for the Viskase plans have been met as of December 31, 2025.

If the plans were voluntarily terminated, the Viskase plan would be underfunded by approximately $19 million as of December 31, 2025.

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These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability.

As members of the controlled group, we would be liable for any failure of Viskase or ACF to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase or ACF pension plans.

As members of the controlled group, we would be liable for any failure of Viskase to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of the Viskase pension plans.

In addition, other entities now or in the future within the controlled group in which we are included may have pension plan obligations that are, or may become, underfunded and we would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon termination of such plans.

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Nonetheless, Starfire may not be able to fund its indemnification obligations to us.

As described above, with respect to the ACF pension plans, on January 31, 2025, the Executive Committee of ACF approved a resolution to terminate its qualified pension plans, which were frozen and no longer accrued benefits.

As of December 31, 2024, the fair value of this plan’s assets exceeded its benefit obligations.

The termination of the plan was effective January 31, 2025 and liquidation of the plan is expected to be completed in 2026 or early 2027.

Director Independence

The board of directors of Icahn Enterprises GP has determined that we are a “controlled company” for the purposes of the Nasdaq’s listing rules and therefore are not required to have a majority of independent directors or to have compensation and nominating committees consisting entirely of independent directors.

Nevertheless, we believe that Messrs.

Mongillo and Krongard and Ms.

Dunlap are “independent” as defined in the currently applicable listing rules of Nasdaq.

Dunlap and Messrs.

Krongard and Mongillo serve as members of our audit committee, which consists entirely of these independent directors.

Nevertheless, we believe that Mses.

Dunlap, Barton and Palau-Hernandez are “independent” as defined in the currently applicable listing rules of Nasdaq.

Dunlap, Barton and Palau-Hernandez serve as members of our audit committee, which consists entirely of these independent directors.

Principal Accountant Fees and Services

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Gain (loss) on extinguishment of debt

Equity in (loss) gain of subsidiaries

Equity in gain (loss) of subsidiaries

Net loss allocated to:

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Equity in (gain) loss of subsidiary

(Loss) gain on extinguishment of debt

Gain on extinguishment of debt

Net cash used in operating activities

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9.000 % senior notes due 2030

In August 2025, Icahn Enterprises, together with Icahn Enterprises Finance Corp.

(collectively, the “Issuers”), issued an additional $ 500 million in aggregate principal amount of our existing 10.000 % senior secured notes due 2029.

The net proceeds from the issuance, together with cash on hand, were used to partially redeem $ 500 million of the outstanding 6.250 % senior secured notes due 2026 on September 5, 2025.

On January 27, 2026, the trustee sent a redemption notice on our behalf for the redemption in full of the remaining outstanding 6.250 % senior secured notes due 2026.

Upon the redemption of the 2026 Notes, none of the 2026 Notes will remain outstanding.

The Issuers expect to use cash on hand to pay the redemption price for the 2026 Notes.

In November 2024, the Issuers issued $ 500 million in aggregate principal amount of secured 10.000 % senior notes due 2029 (the “ 10 % 2029 Notes”).

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Our 10 % 2029 Notes are secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, subject to customary exceptions.

Concurrently with the consummation of this issuance, the Issuers granted a lien in favor of the holders of the Issuers’ 6.250 % senior notes due 2026, 5.250 % senior notes due 2027, 4.375 % senior notes due 2029 and the 9.000 % senior notes due 2030 (collectively, the “Existing Notes”) such that the Existing Notes are secured equally and ratably with the 10 % 2029 Notes upon the issuance thereof.

(collectively, the “Existing Notes”) such that the Existing Notes are secured equally and ratably with the 10 % 2029 Notes upon the issuance thereof.

Accordingly, while we previously designated the Existing Notes as our senior unsecured notes they are now designated as our senior notes.

In August 2024, we commenced an offer to exchange $ 700 million aggregate principal amount of our 9.750 % senior notes due 2029 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for $ 700 million in aggregate principal amount of our issued and outstanding, unregistered 9.750 % senior notes due 2029 and $ 750 million aggregate principal amount of our 9.000 % senior notes due 2030 that have been registered under

the Securities Act for $ 750 million aggregate principal amount of our issued and outstanding, unregistered 9.000 % senior notes due 2030.

The offer expired on October 17, 2024.

In May 2024, the Issuers issued $ 750 million in aggregate principal amount of 9.000 % senior notes due 2030.

The net proceeds from the issuance were used to redeem the remaining outstanding 6.375 % senior notes due 2025 in full on June 13, 2024.

In April 2024, we sold $ 12 million in aggregate principal amount of our 6.250 % senior notes due 2026 and $ 5 million in aggregate principal amount of our 5.250 % senior notes due 2027, both previously repurchased and held in treasury, in the open market.

In August and September of 2024, we repurchased in the open market approximately $ 52 million aggregate principal amount of our 6.250 % senior notes due 2026, $ 73 million aggregate principal amount of our 5.250 % senior notes due 2027 and $ 52 million aggregate principal amount of our 4.375 % senior notes due 2029 for total cash paid of $ 168 million and a total aggregate principal amount of $ 177 million of our senior notes repurchased.

In April 2024, Icahn Enterprises sold $ 12 million in aggregate principal amount of our 6.250 % senior notes due 2026 and $ 5 million in aggregate principal amount of our 5.250 % senior notes due 2027, both previously repurchased and held in treasury, in the open market.

In August and September of 2024, Icahn Enterprises repurchased in the open market approximately $ 52 million aggregate principal amount of our 6.250 % senior notes due 2026, $ 73 million aggregate principal amount of our 5.250 % senior notes due 2027 and $ 52 million aggregate principal amount of our 4.375 % senior notes due 2029 for total cash paid of $ 168 million and a total aggregate principal amount of $ 177 million of our senior notes repurchased.

The repurchased notes of $ 177 million aggregate principal were extinguished but were not retired and are held in treasury.

In December 2024, we received $ 21 million as a part of the redemption of our 6.25 % senior notes due 2026 held in treasury.

In November and December of 2023, we repurchased in the open market approximately $ 35 million aggregate principal amount of our 4.750 % senior notes due 2024, which the Company then cancelled and reduced the outstanding principal, $ 12 million aggregate principal amount of our 6.25 % senior notes due 2026, $ 5 million aggregate principal amount of our 5.25 % senior notes due 2027, and $ 40 million aggregate principal amount of our 4.375 % senior notes due 2029 for total cash paid of $ 84 million for a total aggregate principal amount of $ 92 million.

In November and December of 2023, Icahn Enterprises repurchased in the open market approximately $ 35 million aggregate principal amount of our 4.750 % senior notes due 2024, which the Company then cancelled and reduced the outstanding principal, $ 12 million aggregate principal amount of our 6.25 % senior notes due 2026, $ 5 million aggregate principal amount of our 5.25 % senior notes due 2027, and $ 40 million aggregate principal amount of our 4.375 % senior notes due 2029 for total cash paid of $ 84 million for a total aggregate principal amount of $ 92 million.

The remaining repurchased notes of $ 57 million aggregate principal were extinguished but were not retired and are held in treasury.

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The net proceeds from such issuance, together with $ 376 million of cash and cash equivalents on hand, was used to satisfy and discharge the remaining outstanding 4.750 % senior notes due 2024, along with any accrued interest associated with the notes and related fees and expenses.

Icahn Enterprises recorded a gain on extinguishment of $ 8 million in 2024, a gain on extinguishment of debt of $ 13 million in 2023 and a loss on extinguishment of debt of $ 2 million in 2022 in connection with debt transactions.

Icahn Enterprises recorded a gain on extinguishment of debt of $ 3 million in 2025, a gain on extinguishment of debt of $ 8 million in 2024 and a gain on extinguishment of debt of $ 13 million in 2023 in connection with debt transactions.

Commitments and Contingencies

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1-9516), filed on March 17, 2008) .

Third Amended and Restated Agreement of Limited Partnership of Icahn Enterprises L.P., dated February 24, 2025.

Second Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated as of February 24, 2025 .

Third Amended and Restated Agreement of Limited Partnership of Icahn Enterprises L.P., dated February 24, 2025 (incorporated by reference to Exhibit 3.3 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2024 (SEC File No.

1-9516), filed on February 26, 2025).

Second Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated as of February 24, 2025 (incorporated by reference to Exhibit 3.4 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2024 (SEC File No.

1-9516), filed on February 26, 2025) .

Description of securities (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 10-K for the year ended December 31, 2019 (SEC File Nos.

16 unchanged sentences

1-9516), filed on August 4, 2023) .

Indenture, dated as of December 6, 2017, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Wilmington Trust Company, as Trustee relating to the 6.375% Senior Notes Due 2025 incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.

1-9516 and 333-118021-01, respectively), filed on December 6, 2017) .

Indenture, dated as of May 10, 2019, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Wilmington Trust Company, as Trustee relating to the 6.250% Senior Notes Due 2026 incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.

10 unchanged sentences

1-9516) filed on November 21, 2024).

First Supplemental Indenture, dated August 19, 2025, among Icahn Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee and notes collateral agent relating to the 10.000% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to Icahn Enterprises’ Form 8-K (SEC File No.1-9516) filed on August 19, 2025).

Shareholders Agreement, dated as of October 1, 2018, by and among Icahn Enterprises L.P., Icahn Enterprises Holdings L.P., American Entertainment Properties Corp.

22 unchanged sentences

333-216934) filed on March 24, 2017).

Deferred Unit Agreement Pursuant to the Icahn Enterprises 2017 Long-Term Incentive Plan, dated December 9, 2021, among Icahn Enterprises and David Willetts (incorporated by reference to Exhibit 10.19 to Icahn Enterprises’ Annual Report on Form 10-K (SEC File No.

1- 9516) filed on February 25, 2022).

Deferred Unit Agreement Pursuant to the Icahn Enterprises 2017 Long-Term Incentive Plan, dated December 9, 2021, among Icahn Enterprises and Ted Papapostolou(incorporated by reference to Exhibit 10.20 to Icahn Enterprises’ Annual Report on Form 10-K (SEC File No.

1-9516) filed on February 25, 2022).

Letter Agreement with David Willetts, dated December 9, 2021 (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.

1-9516 and 333-118021-01, respectively), filed on December 13, 2021).

Letter Agreement with Ted Papapostolou, dated December 9, 2021 (incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.

1-9516 and 333-118021-01, respectively), filed on December 13, 2021).

Employment Agreement with Andrew J.

1 unchanged sentence

1-9516), filed on February 21, 2024).

Letter Agreement, dated February 21, 2024, by and among David Willetts, The Pep Boys – Manny, Moe & Jack LLC, and Pep Boys – Manny, Moe & Jack of Puerto Rico, Inc.

(incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ Form 8-K (SEC File No.

1-9516), filed on February 21, 2024).

Employment Letter Agreement, dated September 26, 2024, by and between Icahn Enterprises and Ted Papapostolou (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ Form 8-K (SEC File No.

3 unchanged sentences

Insider Trading Policy.

(incorporated by reference to Exhibit 19.1 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2024 (SEC File No.

1-9516), filed on February 26, 2025)

Subsidiaries of the Registrant .

34 unchanged sentences

February 25, 2026

/s/ Brett Icahn

February 26, 2025

/s/ Denise Barton

1 unchanged sentence

Denise Barton

/s/ Stephen A.

February 26, 2025

/s/ Nancy Dunlap

February 25, 2026

/s/ Margarita Paláu-Hernández

February 25, 2026

Margarita Paláu-Hernández

Chairman of the Board

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures