What changed in this filing

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Item 5. Other Information

2026-08-05 compared with 2026-05-06 · 30 added, 126 removed, 22 unchanged (88% of the section changed)

2 unchanged sentences

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

Appointment of Chief Accounting Officer

On August 3, 2026, the Board of Directors of Icahn Enterprises G.P.

Inc., the general partner of Icahn Enterprises L.P.

(the “Company”), appointed Rowella (Ching) Asuncion-Gumabong, who currently serves as Senior Vice President of Finance and Accounting of Icahn Associates Holding LLC (“Icahn Associates”), a privately owned company indirectly controlled by the Company’s Chairman, Mr.

Carl Icahn, as the Chief Accounting Officer of the Company and Icahn Enterprises G.P., Inc., effective August 6, 2026.

Asuncion-Gumabong will serve as the Company’s principal accounting officer.

Robert Flint, who has served as the Company’s Chief Financial Officer since May 2026 and as its Chief Accounting Officer since January 2024, will continue in his role as the Company’s Chief Financial Officer.

In connection with Ms.

Asuncion-Gumabong’s appointment to her new role, her base salary has been increased by $100,000 per annum.

The Company will reimburse Icahn Associates for the portion of Ms.

Asuncion-Gumabong’s annual base salary of $500,000 attributable to services she provides for the Company, based upon the relative amount of time spent on activities for both the Company and Icahn Associates.

Asuncion-Gumabong is currently expected to spend approximately 60% of her business time on performing her duties for the Company.

Asuncion-Gumabong, age 47, has served as the Senior Vice President of Finance and Accounting at Icahn Associates since January 2022 and previously served in various other roles at Icahn Associates since January 2009.

Prior to joining Icahn Associates, Ms.

Asuncion-Gumabong served as an Audit Supervisor at McGladrey & Pullen, LLP from January 2007 to January 2009 and as a Senior Auditor at Grant Thornton LLP from January 2005 to January 2007.

Asuncion-Gumabong received her B.S.

in Accountancy from the University of the Philippines.

Other than as described herein, there are no arrangements or understandings between Ms.

Asuncion-Gumabong and any other persons pursuant to which she was selected as Chief Accounting Officer and principal accounting officer of the Company, and she has no family relationship with any director or executive officer of the Company and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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).

Andrew Teno Separation Agreement.

Ted Papapostolou Employment Letter.

Robert Flint Employment Letter.

Form of Deferred Unit Award Agreement.

Andrew Teno Separation Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2026).

Ted Papapostolou Employment Letter (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2026).

Robert Flint Employment Letter (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2026).

Form of Deferred Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2026).

Stock Purchase Agreement dated July 19, 2026, by and among Metis HoldCo, Inc., Mavis Tire Supply, LLC, Icahn Automotive Group LLC, and Icahn Enterprises L.P., solely for the purposes of certain sections therein.

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.

8 unchanged sentences

Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).

† Certain confidential information has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(a)(6) and Item 601(b)(10) of Regulation S-K.

The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

general partner

/s/ Andrew Teno

President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Ted Papapostolou

Ted Papapostolou

Chief Financial Officer and Director (Principal Financial Officer)

President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Robert Flint

Chief Accounting Officer (Principal Accounting Officer)

Chief Financial Officer, Chief Accounting Officer, and Director (Principal Financial Officer and Principal Accounting Officer)

August 4, 2026

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