What changed in this filing

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Item 5. Other Information

2026-05-06 compared with 2025-11-05 · 122 added, 25 removed, 26 unchanged (85% of the section changed)

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.

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.

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.

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.

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.

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 or officer , as defined in Rule 16a-f(1), 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.

Resignation of President and Chief Executive Officer of the Company

On May 6, 2026, Andrew J.

Teno resigned as President and Chief Executive Officer of the Company and of Icahn Enterprises GP and Icahn Enterprises Holdings, and as a member of the Board.

Teno’s resignation was not the result of any disagreement on any matter involving the Company’s or Icahn Enterprises GP’s operations, practices, or policies.

In connection with his resignation, the Company and Mr.

Teno entered into a separation letter agreement (the “Teno Separation Agreement”) pursuant to which, among other things, the Company agreed to release Mr.

Teno from his non-competition obligations under his employment agreement, subject to certain limitations during the period following his separation.

The foregoing description of the terms of the Teno Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Teno Separation Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated by reference herein.

Appointment of President and Chief Executive Officer

On May 6, 2026, the Company announced the appointment of Ted Papapostolou, the Company’s former Chief Financial Officer and a current member of the Board, as President and Chief Executive Officer of the Company, Icahn Enterprises GP, and Icahn Enterprises Holdings, effective as of May 6, 2026.

Papapostolou has served as Chief Financial Officer of the Company (and Icahn Enterprises GP) since November 2021.

In addition, Mr.

Papapostolou has served as a member of the Board since December 2021 and its Secretary since April 2020.

Papapostolou previously served as the Chief Accounting Officer of the Company from April 2020 to December 2023 and in various progressive accounting positions at the Company from March 2007 to March 2020.

Previously, Mr.

Papapostolou worked at Grant Thornton LLP in their audit practice.

Papapostolou received his M.B.A from The Peter J.

Tobin College of Business at Saint John’s University and his B.B.A from Frank G.

Zarb School of Business at Hofstra University.

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.

Other than as described or incorporated by reference herein, there are no arrangements or understandings between Mr.

Papapostolou and any other persons pursuant to which he was selected as President and Chief Executive Officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Employment Letter with Mr.

On May 4, 2026, in connection with his appointment as President and Chief Executive Officer, the Company entered into an employment letter agreement with Mr.

Papapostolou (the “Papapostolou Employment Letter”).

The Papapostolou Employment Letter supersedes and replaces in its entirety that certain offer letter agreement by and between the Company

Papapostolou dated September 26, 2024.

Pursuant to the Papapostolou Employment Letter, Mr.

Papapostolou will serve as President and Chief Executive Officer of the Company and certain of its subsidiaries, for a term through October 31, 2028, unless earlier terminated in accordance with the terms of the Papapostolou Employment Letter (the “Papapostolou Term”).

Papapostolou’s employment with the Company continues past the Papapostolou Term, his compensation will be determined by the Board.

Upon the effectiveness of the Papapostolou Employment Letter, Mr.

Papapostolou’s previously disclosed NAV incentive program was terminated in full without payment (other than any accrued but unpaid portion of Mr.

Papapostolou’s salary “draw” as of the date of the Papapostolou Employment Letter).

During the Papapostolou Term, Mr.

Papapostolou will receive a base salary in the annualized amount of $3,500,000.

In addition, during the Papapostolou Term, Mr.

Papapostolou will be eligible to receive a series of up to eleven (11) separate grants (“Quarterly Awards”), in the form of cash-settled deferred depositary units (“Deferred Depositary Units”) of the Company pursuant to the Company’s 2017 Long-Term Incentive Plan (as amended, the “Plan”), with the number of Deferred Depositary Units subject to each grant determined by dividing (x) $250,000, by (y) the volume weighted average price (“VWAP”) of one (1) depositary unit of the Company for the five (5) trading day-period commencing on the trading day immediately following the date of the Company’s applicable quarterly earnings call to which the applicable Quarterly Award relates and ending on the fifth (5th) trading day thereafter, with such VWAP calculated in accordance with the Company’s then-applicable VWAP calculation methodology (and with each such grant of a Quarterly Award subject to Mr.

Papapostolou’s active employment in good standing with the Company on the date of grant).

The Deferred Depositary Units are eligible to accrue dividend equivalents and are generally scheduled to cliff-vest on October 31, 2028, subject to Mr.

Papapostolou’s continued employment with the Company in good standing through such date, except as otherwise described below.

Although during the Papapostolou Term Mr.

Papapostolou will generally be entitled to participate in all benefit programs and plans made available to other executives of the Company, he will not be entitled to participate in any short-term or long-term incentive compensation program (other than the Quarterly Awards), unless the Board (or a committee of the Board) determines otherwise in its sole discretion.

Papapostolou’s employment is terminated by the Company without “Cause” (including due to Mr.

Papapostolou’s death or disability) or by Mr.

Papapostolou with “Good Reason” (each as defined in the Papapostolou Employment Letter), Mr.

Papapostolou will be eligible to receive (subject to Mr.

Papapostolou’s timely execution and non-revocation of a release of claims) the following severance payments and benefits:

(i) a lump sum amount of $3,500,000;

(ii) accelerated vesting and cash settlement of any previously granted and unvested Quarterly Awards (including any accrued dividend equivalents);

and (iii) an additional cash amount of $250,000 for each additional Quarterly Award that Mr.

Papapostolou would have been eligible to be granted had Mr.

Papapostolou’s employment with the Company continued through October 31, 2028.

In addition to his compensation from the Company, Mr.

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

Papapostolou sits at the Company’s (or its affiliate’s) request, unless the Company (or its affiliates) owns 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.

The foregoing description of the terms of the Papapostolou Employment Letter does not purport to be complete and is qualified in its entirety by reference to the Papapostolou Employment Letter, which is filed as Exhibit 10.2 hereto, and is incorporated by reference herein.

Appointment of Chief Financial Officer

On May 6, 2026, the Company announced the appointment of Robert Flint as Chief Financial Officer of the Company, Icahn Enterprises GP, and Icahn Enterprises Holdings L.P, effective as of May 6, 2026.

The Board also elected Mr.

Flint to the Board to serve as a director as of such date.

Prior to his appointment as Chief Financial Officer, Mr.

Flint has served as Chief Accounting Officer since January 2024 and will continue in that role following his appointment as Chief Financial Officer.

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 IEP, from September 2018 to March 2020.

Flint received his B.S.

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

Flint has 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.

Other than as described or incorporated by reference herein, there are no arrangements or understandings between Mr.

Flint and any other persons pursuant to which he was selected as Chief Financial Officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Employment Letter with Mr.

On May 4, 2026, in connection with his appointment as Chief Financial Officer, the Company entered into an employment letter agreement with Mr.

Flint (the “Flint Employment Letter”).

The Flint Employment Letter supersedes and replaces in its entirety the Company’s prior employment letter with Mr.

Pursuant to the Flint Employment Letter, Mr.

Flint will serve as Chief Financial Officer of the Company and certain of its subsidiaries, for a term through October 31, 2028, unless earlier terminated in accordance with the terms of the Flint Employment Letter (the “Flint Term”).

Flint’s employment with the Company continues past the Flint Term, his compensation will be determined by the Board.

During the Flint Term, Mr.

Flint will receive a base salary in the annualized amount of $1,500,000.

In addition, the Company will pay Mr.

Flint an amount equal to $86,301.37, representing a prorated portion of Mr.

Flint’s annual discretionary bonus as in effect immediately prior to the date of the Flint Employment Letter.

With respect to the “Deferred Units” previously granted to Mr.

Flint pursuant to that certain Deferred Unit Agreement, dated December 2, 2024 (the “Deferred Unit Agreement”) under the 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 2, 2024 through and including the date of the Flint Employment Letter and will be settled in cash in accordance with the Deferred Unit Agreement, less applicable tax and payroll withholdings.

Any 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 for no consideration as of the date of the Flint Employment Letter.

During the Flint Term, Mr.

Flint will also be eligible to receive a series of up to eleven (11) separate Quarterly Awards in the form of Deferred Depositary Units pursuant to the Plan, with the number of Deferred Depositary Units subject to each grant determined by dividing (x) $50,000, by (y) the VWAP of one (1) depositary unit of the Company for the five (5) trading day-period commencing on the trading day immediately following the date of the Company’s applicable quarterly earnings call to which the applicable Quarterly Award relates and ending on the fifth (5th) trading day thereafter, with such VWAP calculated in accordance with the Company’s then-applicable VWAP calculation methodology (and with each such grant of a Quarterly Award subject to Mr.

Flint’s active employment in good standing with the Company on the date of grant).

The Deferred Depositary Units are eligible to accrue dividend equivalents and are generally scheduled to cliff-vest on October 31, 2028, subject to Mr.

Flint’s continued employment with the Company in good standing through such date, except as otherwise described below.

Although during the Flint Term Mr.

Flint will generally be entitled to participate in all benefit programs and plans generally made available to other executives of the Company, he will not be entitled to participate in any short-term or long-term incentive compensation program (other than the Quarterly Awards), unless the Board (or a committee of the Board) determines otherwise in its sole discretion.

Flint’s employment is terminated by the Company without “Cause” (including due to Mr.

Flint’s death or disability) or by Mr.

Flint with “Good Reason” (each as defined in the Flint Employment Letter), Mr.

Flint will be eligible to receive (subject to Mr.

Flint’s timely execution and non-revocation of a release of claims) the following severance payments and benefits:

(i) a lump sum amount of $1,500,000;

(ii) accelerated vesting and cash settlement of any previously granted and unvested Quarterly Awards (including any accrued dividend equivalents);

and (iii) an additional cash amount of $50,000 for each additional Quarterly Award that Mr.

Flint would have been eligible to receive had Mr.

Flint’s employment with the Company continued through October 31, 2028.

In addition to his compensation from the Company, Mr.

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

Flint sits at the Company’s (or its affiliate’s) request, unless the Company (or its affiliates) owns voting securities that constitute at least 40% of the vote for directors of such company.

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

The foregoing description of the terms of the Flint Employment Letter does not purport to be complete and is qualified in its entirety by reference to the Flint Employment Letter, which is filed as Exhibit 10.3 hereto, and is incorporated by reference herein.

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 the Company’s Annual Report on Form 10-K 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 the Company’s Annual Report on Form 10-K filed on February 26, 2025).

Indenture, dated November 20, 2024, 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 (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ Current Report Form 8-K filed on November 20, 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 (incorporated by reference to Exhibit 4.2 to Icahn Enterprises’ Current Report Form 8-K filed on August 19, 2025).

Andrew Teno Separation Agreement.

Ted Papapostolou Employment Letter.

Robert Flint Employment Letter.

Form of Deferred Unit Award Agreement.

Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 and Rule 13a 14(a) of the Securities Exchange Act of 1934.

19 unchanged sentences

Chief Accounting Officer (Principal Accounting Officer)

November 5, 2025

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-Q

Item 5. Other Information