What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-29 · 276 added, 212 removed, 762 unchanged (39% of the section changed)

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Other Information

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Chief Accounting Officer

Michael Nevin

Denise Barton

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Over the years, these positions include:

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.

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.

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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.

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.

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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 and Illumina, Inc., a company engaged in sequencing- and array-based solutions for genetic and genomic analysis since May 2023.

Teno also previously served as a director of:

Illumina, Inc.

from May 2023 to May 2024;

Crown Holdings Inc.

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Papapostolou has served as director of Icahn Enterprises since December 2021 and its Secretary since April 2020.

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

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

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.

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Viskase Companies, Inc.

and CVR Energy, Inc.

are each indirectly controlled by Carl C.

Robert Flint has served as Chief Accounting Officer of Icahn Enterprises since December 2023.

In addition, Mr.

Flint has served as the Director of Accounting of Icahn Enterprises since November 2021 and previously served as the Chief Audit Executive of Icahn Enterprises 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 Icahn Enterprises, from September 2018 to March 2020.

Flint received his B.S.

in Accounting and Finance from the University of Dayton.

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

Robert Flint has served as Chief Accounting Officer the Company 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.

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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:

a leading supplier of fully integrated drivetrain and electrified propulsion systems for all passenger vehicles, from January 2022 to January 2023;

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

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

Michael Nevin has served as a director of Icahn Enterprises’ general partner, Icahn Enterprises GP, since December 2018 and has served as Managing Director from June 2018 until August 2019.

In addition, Mr.

Nevin has served as Chief Financial Officer of Icahn Automotive Group LLC since February 2019.

From July 2015 to June 2018, Mr.

Nevin served as a Financial Analyst at Icahn Enterprises.

Prior to joining Icahn Enterprises, Mr.

Nevin was employed by Jefferies LLC as a Research Analyst from 2014 to 2015 covering the utilities sector.

Nevin was also employed by JP Morgan Investment Bank in various roles from 2009 to 2014, most recently as an Associate from 2012 to 2014.

Nevin has been a director of:

Viskase Companies, Inc.

since April 2017.

Nevin was previously:

a director of Conduent Incorporated, a provider of business process outsourcing services, from December 2016 through August 2019;

a director of Ferrous Resources Ltd, an iron ore mining company, from December 2016 through its sale in August 2019;

a director of American Railcar Industries, Inc., a railcar manufacturing company, from February 2017 through its sale in December 2018;

and a director of Federal-Mogul LLC, a supplier of automotive powertrain and safety components, from February 2016 through its sale in October 2018.

Viskase Companies, Inc., is indirectly controlled by Carl C.

Ferrous Resources Ltd., American Railcar Industries, Inc.

and Federal-Mogul LLC were previously indirectly controlled by Mr.

Icahn also has a non-controlling interest in Conduent Incorporated through the ownership of securities.

Nevin is married to the daughter of Carl C.

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

In particular, his prior service as Chief Financial Officer of Icahn Automotive enables him to understand the complex business and financial issues that we may face.

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.

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In addition, Ms.

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

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.

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

a director of WestPoint Home LLC, from March 2009 until January 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.

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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 chairman of the corporate governance committee and the investment committee of the board of directors of Iridium Communications Inc.

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.

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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.

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

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.

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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.

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 www.ielp.com/corporate-governance or may be obtained without charge by writing to Icahn Enterprises L.P., 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160, Attention:

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:

Investor Relations.

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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.

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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Icahn Enterprises GP’s board of directors has adopted a Code of Ethics and Business Conduct applicable to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

A copy of the Code of Ethics and Business Conduct is available on our website at www.ielp.com/corporate-governance and may be obtained without charge by writing to Icahn Enterprises L.P., 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160, Attention:

A copy of the Code of Ethics and Business Conduct is available on our website at https://www.ielp.com/corporate-governance/governance-overview and may be obtained without charge by writing to Icahn Enterprises L.P., 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160, Attention:

Investor Relations.

Any amendment or waiver of the provisions of our Code of Ethics will be posted on our website.

Insider Trading Policy

We have adopted policies and procedures governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards applicable to the Company.

A copy of our policy is attached to this Annual Report on Form 10-K as Exhibit 19.1.

Nasdaq Corporate Governance Compliance

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The board of directors administers its risk oversight responsibilities through its Chief Executive Officer and its Chief Financial Officer, who, together with our Chief Auditor and management representatives of each of our operating subsidiaries, review and assess the operations of the businesses as well as each respective management’s identification, assessment and mitigation of the material risks affecting our operations.

The board of directors met 13 times during 2023, including four regularly scheduled meetings and nine special meetings.

The board of directors met 15 times during 2024, including four regularly scheduled meetings and 11 special meetings.

All of the directors who served during all of 2024 attended at least 75% of the total meetings of the board of directors and each of its committees on which such director served.

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Icahn, Chairman of the Board

● Andrew Teno, President and Chief Executive Officer

● David Willetts, Former President and Chief Executive Officer

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The key compensation package provided to our named executive officers consists of (i) base salary, (ii) incentive compensation and (iii) other benefits.

The key compensation provided to our named executive officers for 2023 consisted of salary, bonuses and deferred unit awards.

See “Additional Information Regarding Executive

Compensation - Summary Compensation Table” for the compensation received by each of our named executive officers for 2023.

See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for the compensation received by each of our named executive officers for 2024.

Executive compensation levels are established based upon the recommendation of our Chairman, which are discussed with members of the Board.

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Our executive compensation philosophy is designed to support our key business objectives while maximizing value to our unitholders.

The objectives of our compensation structure are to attract and retain valuable employees, assure fair and internally equitable pay levels and provide a mix of base salary and variable bonuses that provides motivation and rewards performance.

The objectives of our compensation structure are to attract and retain valuable employees, assure fair and internally equitable pay levels and provide a mix of base salary and incentive compensation opportunities that provides motivation and rewards performance.

At the same time, we seek to optimize and manage compensation costs.

The primary components of our executive compensation program are base salary and annual bonus, payable in cash, and deferred unit awards.

Base salary is paid for ongoing performance throughout the year and is determined based on job function and each executive’s contribution to our performance and achievement of our overall business objectives.

Our annual bonuses are intended to reward particular achievement during the year, motivate future performance and attract and retain highly qualified key employees.

Deferred unit awards are also provided to motivate future performance and retain highly qualified key employees.

The primary components of our executive compensation program for our leadership team (other than Mr.

Icahn) are a long-term incentive program based on our growth in indicative net asset value (“NAV”), and a base salary paid in the form of a “draw” against this long-term NAV incentive.

This base salary “draw” for Messrs.

Teno and Papapostolou is paid for ongoing performance throughout the year and is fixed as part of their participation in this NAV incentive arrangement in accordance with their employment agreements with us, as further described below.

Prior to commencement of this long-term NAV incentive program in 2024, our named executive officers (other than Messrs.

Icahn and Teno) were also eligible for discretionary annual bonuses that were intended to reward particular achievement during the year, motivate future performance and attract and retain highly qualified key employees.

Deferred unit awards were also provided to motivate future performance and retain highly qualified key employees.

However, following the commencement of our new NAV incentive program in 2024, Messrs.

Teno and Papapostolou are solely compensated through this NAV incentive program, and we do not currently expect to award Messrs.

Teno and Papapostolou additional incentive compensation opportunities unless and until their NAV incentive arrangements expire.

Determination of Appropriate Pay Levels

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Compensation Components

Base salaries for executive officers are determined based on job performance, job responsibilities and teamwork.

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.

For 2023, the base salaries for our named executive officers were as follows:

Papapostolou:

Papapostolou’s base salary was increased to its current level effective as of May 9, 2023 from its prior level of $550,000 as a result of our review of base salaries in the marketplace, including in the finance industry, and in recognition of Mr.

Papapostolou’s ongoing contributions to the Company.

Icahn’s base salary for 2024 was $1, consistent with calendar year 2023.

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).

See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for detailed information on the compensation received by each of our named executive officers for 2024.

The Company believes that bonuses are an integral component of compensation that is an important way to motivate and reward performance of our employees.

The Company does not have a formula or pre-established policy for determining either salary levels or bonuses;

bonuses are discretionary.

In addition, in order that we remain competitive in the marketplace, we may review market information regarding pay practices in the finance industries generally in determining bonuses.

Generally, bonuses are determined by various factors, including, but not limited to, the achievement of financial goals and other Company goals that are determined to be critical to the success of the Company, overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork for each individual.

NAV Incentive Program

The Company believes that our NAV incentive arrangements for Messrs.

Teno and Papapostolou are an integral component of compensation that are an important way to motivate and reward performance of our named executive officers.

The NAV incentive program is designed to directly link Messrs.

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

There were no awards granted during 2023 for our named executive officers.

Deferred unit awards are granted to key employees in order to align the interests of executives with our unitholders, provide competitive financial incentives and to promote continuity of management.

There were no deferred unit awards granted during 2024 to our named executive officers.

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 received deferred unit awards in December 2021;

please see below under “Additional Information Regarding Executive Compensation - Outstanding Equity Awards at Fiscal Year End 2023” for further information.

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.

401(k) Plan and Other Benefits

For 2023, Messrs.

Willetts and Papapostolou were our only named executive officers participating in our qualified Icahn Enterprises Holdings 401(k) Plan (the “401(k) Plan”), and thus received matching contributions for 2023.

For 2024, Mr.

Papapostolou was our only named executive officer participating in our qualified Icahn Enterprises Holdings 401(k) Plan (the “401(k) Plan”), and thus received matching contributions for 2024.

The matching contributions for each applicable named executive officer in 2024 are disclosed in our Summary Compensation Table under “All Other Compensation” and in the related footnote.

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Our Chief Executive Officer to median employee pay ratio (“CEO Pay Ratio”) is calculated in accordance with Regulation S-K.

To determine our Chief Executive Officer pay ratio and our median employee, we utilized data as of December 31, 2023 (the “Determination Date”).

As of the Determination Date, we and our consolidated subsidiaries employed approximately 15,000 full-time, part-time temporary and seasonal employees, of which approximately 20% were employed internationally.

From this population of employees, as permitted by Regulation S-K, we excluded 203 employees located in Germany and 20 employees located in Italy.

We identified the median employee by examining the 2023 total cash compensation (inclusive of any bonuses) for all individuals, excluding our Chief Executive Officer, who were employed by us on the Determination Date.

that the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees or other forms of non-cash compensation.

We determined that we are permitted by Regulation S-K to use the same median employee for 2024 as was identified using initial data as of December 31, 2023.

We elected to use the prior data as we have not had significant changes to our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our CEO Pay Ratio disclosure.

We previously identified the median employee by examining the 2023 total cash compensation (inclusive of any bonuses) for all individuals, excluding our Chief Executive Officer, who were employed by us on the Determination Date.

We believe that the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees or other forms of non-cash compensation.

We included all active employees, except as permitted to be excluded by Regulation S-K, whether employed on a full-time, part-time, temporary or seasonal basis.

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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 NAV Incentive (as defined below).

In addition, Mr.

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

Teno’s continued employment through the payment date, except as described below) equal to 1.375% of the increase in our Adjusted NAV (as defined in the Teno Employment Agreement) over the period from February 21, 2024 through March 31, 2028, that is in excess of a 6.75% annual rate of return on the Adjusted NAV as of the beginning of such period (which shall be based on Adjusted NAV as of December 31, 2023), as calculated pursuant to the terms of the Teno Employment Agreement (the “NAV Incentive”), and generally payable within 15 days after we first publish our indicative net asset value (“NAV”) following the end of such period (but no later than March 15, 2029).

The final amount of the NAV Incentive is capped at $50,000,000, and will be reduced by the value of the salary “draw” paid to Mr.

Teno’s continued employment through the payment date, except as described below) equal to 1.375% of the increase in our Adjusted NAV (as defined in the Teno Employment Agreement) over the period from February 21, 2024 through March 31, 2028, that is in excess of a 6.75% annual rate of return on the Adjusted NAV as of the beginning of such period (which shall be based on Adjusted NAV as of December 31, 2023), as calculated pursuant to the terms of the Teno Employment Agreement (the “Teno NAV Incentive”), and generally payable within 15 days after we first publish our indicative net asset value (“NAV”) following the end of such period (but no later than March 15, 2029).

The final amount of the Teno NAV Incentive is capped at $50,000,000, and will be reduced by the value of the salary “draw” paid to Mr.

Teno, as well as the value of any cash and equity compensation actually received by Mr.

Teno for service on boards of directors during the term of the arrangement, as determined by us.

The NAV Incentive may be paid in cash or, in our discretion, in shares of common stock owned by certain of our affiliated funds vehicles.

The Teno NAV Incentive may be paid in cash or, in our discretion, in shares of common stock owned by certain of our affiliated funds vehicles.

However, if Mr.

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Teno will be eligible to receive (subject to Mr.

Teno’s timely execution and non-revocation of a release of claims) payment of the NAV Incentive, 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 calculated based on that published NAV.

Teno’s timely execution and non-revocation of a release of claims) payment of the Teno NAV Incentive, 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 calculated based on that published NAV.

If, however, that termination occurs within 60 days prior to or 6 months following a “Key Man Event” (as defined in the manager agreement with Brett Icahn, as further described in “Related Party Transactions—Other Related Party Agreements”), this amount will be no less than $2,600,000.

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The Teno Employment Agreement also contains customary confidentiality, cooperation and non-disparagement covenants, as well as non-solicitation and non-competition provisions.

Papapostolou Letter Agreement

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.

Pursuant to the Papapostolou Employment Letter, Mr.

Papapostolou will continue to serve as our Chief Financial Officer, for a term through June 30, 2028, unless earlier terminated (the “Papapostolou Term”).

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

During the Papapostolou Term, Mr.

Papapostolou will be 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).

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

Papapostolou a one-time amount equal to $295,082, representing a prorated portion of Mr.

Papapostolou’s annual discretionary bonus as in effect immediately prior to September 26, 2024.

Following this date, rather than Mr.

Papapostolou’s incentive compensation being determined through a discretionary program, Mr.

Papapostolou will be eligible for the Papapostolou NAV Incentive.

With respect to the “deferred units” previously granted to Mr.

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.

Papapostolou for no consideration as of September 26, 2024.

In addition, Mr.

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

Papapostolou’s continued employment through the payment date, except as described below) equal to 1% of the increase in our Adjusted NAV (as defined in the Papapostolou Employment Letter) over the period from July 1, 2024 (with the initial NAV based on our reported NAV as of June 30, 2024) through June 30, 2028, that is in excess of a 5% annual rate of return on the Adjusted Initial NAV (as defined in the Papapostolou Employment Letter), as calculated pursuant to the terms of the Papapostolou Employment Letter (the “Papapostolou NAV Incentive”), and generally payable within 15 days after we first publish our NAV following the end of such period (but no later than March 15, 2029).

The final amount of the Papapostolou NAV Incentive is capped at $17,075,616, and will be reduced by the value of the salary “draw” paid to Mr.

Papapostolou, as well as the value of any cash and equity compensation actually received by Mr.

Papapostolou for service on boards of directors during the term of the arrangement, as determined by us.

The Papapostolou NAV Incentive may be paid in cash or, in our discretion, in shares of common stock owned by certain of our affiliated funds vehicles.

However, if Mr.

Papapostolou’s employment is terminated by us 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) payment of the Papapostolou NAV Incentive, 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 calculated based on that published NAV.

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 $2,200,000.

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 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

Also on February 21, 2024, Mr.

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

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 Letter Agreement superseded Mr.

The Amended Willetts Letter Agreement superseded Mr.

Willetts’ prior offer letter with us.

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

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

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 will receive a one-time relocation bonus of $50,000 (less applicable withholding taxes) within 30 days following his commencement of employment with Pep Boys (and subject to repayment by Mr.

Willetts if he resigns or is terminated for “Cause” (as defined in the Amended Letter Agreement), in each case prior to December 31, 2024).

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

During his employment with Pep Boys, Mr.

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

Willetts’ deferred units previously granted by Icahn Enterprises on December 9, 2021 (the “Deferred Units”) will remain outstanding and eligible to vest in accordance with their terms.

In addition, if Mr.

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

Willetts will be entitled to (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 the Deferred Units, pursuant to the terms of the Deferred Unit agreement.

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.

In addition to his compensation from Pep Boys, Mr.

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

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

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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A copy of the Clawback Policy is attached to this Annual Report on Form 10-K as Exhibit 97.1.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not grant depositary unit options, unit appreciation rights, or similar option-like instruments and, as such, do not have any policy or practice in place on the timing of awards of options, stock or unit appreciation rights, or similar option-like instruments in relation to the disclosure of material non-public information.

If in the future we anticipate granting depositary unit options, unit appreciation rights, or similar option-like instruments, we may determine to establish a policy regarding how the Board determines when to grant such awards and how the Board will take material nonpublic information into account when determining the timing and terms of such awards.

Additional Information Regarding Executive Compensation

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Chairman of the Board

Andrew Teno (3)

President and Chief Executive Officer

David Willetts (4)

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(3) For 2024, Mr.

Willetts received a salary of $1,000,000 and a bonus of $1,550,000, which was determined based on various factors, including, but not limited, to overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork.

Willetts’ all other compensation for 2023 consists of $4,248 for medical and dental benefits and $1,080 for life insurance premiums.

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.

Papapostolou received a salary of $790,691 and a bonus of $400,000, which was determined based on various factors, including, but not limited to, overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork.

Papapostolou’s all other compensation for 2023 consists of $10,313 in matching contributions under our 401(k) Plan, $3,656 for medical and dental benefits and $984 for life insurance premiums.

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.

For 2024, 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 “All Other Compensation” for 2024 consists of $10,313 in matching contributions under our 401(k) Plan;

$4,314 for medical and dental benefits;

$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.

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 is married to the daughter of Carl C.

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 2024 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.

Outstanding Equity Awards at Fiscal Year End 2024

The following table sets forth information in respect of outstanding equity awards held by each of our named executive officers as of December 31, 2023 under the 2017 Incentive Plan.

All awards below are cash-settled deferred unit awards that cliff vest three years from the date of grant.

The market value of the awards shown is based on the closing price of our depositary units on December 29, 2023, the last trading day in fiscal 2023, of $17.19.

Equity Awards That Have Not Vested

David Willetts

There were no outstanding equity awards for any of our named executive officers as of December 31, 2024 under the 2017 Incentive Plan.

Option Exercises and Stock Vested

Number of Units Acquired Upon Vesting

Value Realized Upon Vesting

Ted Papapostolou (1)

There were no awards that vested during 2023 for our named executive officers.

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.

Pursuant to the letter agreement with Mr.

Willetts, during his term of employment with us, Mr.

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.

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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 cliff vest and cease to be deferred units 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, if Mr.

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.

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

Willetts entered into an amended offer letter with one of our wholly owned subsidiaries which superseded the terms of the above offer letter.

On December 9, 2021, Icahn Enterprises entered into an offer letter with Ted Papapostolou.

Pursuant to the letter agreement with Mr.

Papapostolou, 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, effective as of May 9, 2023.

Papapostolou is eligible to receive an annual discretionary cash bonus with a target amount of $400,000 as a result of our review of target bonuses in the marketplace, including in the finance industry, and in recognition of Mr.

Papapostolou’s ongoing contributions to us.

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.

The deferred depositary units will cliff vest and cease to be deferred units 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, in the event that Mr.

Papapostolou’s employment is 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) will be 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 will become immediately vested and the remaining portion of the grant will be forfeited.

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.

Potential Payments Upon Termination or Change in Control

We did not have any employment agreements or other arrangements pursuant to which any of our named executive officers would have received potential payments upon a termination or change in control as of December 31, 2023 except for that disclosed above.

Neither of Messrs.

Willetts or Papapostolou have employment agreements.

However, Messrs.

Willetts and Papapostolou are eligible for certain payments in the event of involuntary termination (other than for cause, as defined in their offer letters with us), which generally provide for a pro-rated cash bonus and an acceleration of unvested deferred unit awards (also pro-rated) at the time of termination.

As of December 31, 2023, Messrs.

Willetts and Papapostolou would have potential payouts of unvested deferred unit awards with a market value of approximately $820,450 and $360,996 respectively (based on the closing price of our depositary units on December 29, 2023, the last trading day in fiscal 2023, of $17.19), in addition to pro-rata payouts of their target bonus amounts (estimated at $1,550,000 and $100,000, respectively) if they were involuntarily terminated on December 31, 2023 and otherwise eligible for payment.

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 an amended offer letter with one of our wholly owned subsidiaries which superseded the terms of the above severance arrangements in Mr.

Willetts’ former offer letter with us.

Teno’s or Papapostolou’s employment is terminated by us without “Cause” (including due to death or disability) or by Mr.

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

Papapostolou).

On September 20, 2024, Mr.

Willetts’ employment with Pep Boys ended.

Director Compensation

The following table provides compensation information for our directors in 2024, except for Messrs.

Icahn, Willetts and Papapostolou (compensation information for whom is included in the Summary Compensation Table).

Icahn, Willetts and Papapostolou did not receive additional compensation for serving on our Board.

Icahn, Teno and Papapostolou (compensation information for whom is included in the Summary Compensation Table).

Icahn, Teno and Papapostolou did not receive additional compensation for serving on our Board.

Fees Earned or

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

Mongillo and Krongard and Mses.

Nevin, Mongillo and Krongard and Mses.

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

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

Brett Icahn and Mr.

Nevin did not receive compensation in respect of their services rendered as a member of our board of directors.

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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Ted Papapostolou

David Willetts

Michael Nevin

Denise Barton

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

All Directors and Executive Officers as a Group (eight 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 December 29, 2023 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 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.

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

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2017 Incentive Plan

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’ depository units and, became effective during the first quarter of 2017.

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.

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In addition, Mr.

Icahn has confirmed to us that neither he nor any of his affiliates will receive any fees from us in consideration for services

rendered in connection with investments by us other than as otherwise disclosed herein.

Icahn has confirmed to us that neither he nor any of his affiliates will receive any fees from us in consideration for services rendered in connection with investments by us other than as otherwise disclosed herein.

We have, and in the future may determine to make, investments in entities in which Mr.

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Icahn and his affiliates owned approximately 86% of Icahn Enterprises’ outstanding depositary units as of December 31, 2024.

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.

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

Pursuant to registration rights agreements, Mr.

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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) redeemed $2.0 billion from the Investment Funds in the year ended December 31, 2023.

In addition, in December 2023, the Investment Funds issued a pro-rata distribution, including $158 million to Mr.

Icahn and his affiliates (excluding us and Brett Icahn) redeemed $250 million from the Investment Funds in the year ended December 31, 2024.

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).

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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.

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, its affiliates, and all officers, directors, employees and agents of the general partner and its affiliates (individually, an “IEP 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 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 continues to be a general partner, an affiliate, or an officer, director, employee or agent of the general partner or of an affiliate thereof at the time any such liability or expense is paid or incurred, if (i) the IEP 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 conduct did not constitute willful misconduct.

The partnership agreement further provides that an IEP Indemnitee shall not be denied indemnification in whole or in part under Section 6.15 by reason of the fact that the IEP 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.

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.

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.

The partnership agreement provides that the indemnification of an Outside Capacity Indemnitee shall be specifically in excess of any and all (i) 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;

(ii) 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 (iii) amounts paid to or on behalf of such Outside Capacity Indemnitee under any insurance policy issued to or for the benefit of us.

Any indemnification under Section 6.15 shall be satisfied solely out of the assets of Icahn Enterprises.

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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.

If the plans were voluntarily terminated, they would be underfunded by an aggregate of approximately $34 million as of December 31, 2023.

If the plans were voluntarily terminated, the Viskase plan would be underfunded by approximately $21 million as of December 31, 2024.

These results are based on the most recent information provided by the plans’ actuaries.

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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.

The current underfunded status of the pension plans of Viskase and ACF requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase or ACF controlled group, or if we make certain extraordinary dividends or stock redemptions.

The current underfunded status of the pension plans of Viskase requires them to notify the PBGC of certain “reportable events,” such as if we cease to be a member of the Viskase controlled group, or if we make certain extraordinary dividends or stock redemptions.

The obligation to report could cause us to seek to delay or reconsider the occurrence of such reportable events.

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

Barton and Messrs.

Dunlap and Messrs.

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

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We incurred $187,590 and $162,849 in audit-related fees and expenses from Grant Thornton LLP for 2024 and 2023, respectively, relating primarily to services provided in connection with employee benefit plans and certain other agreed upon procedures for both 2024 and 2023.

We incurred $2,978 and $2,936 in tax-related fees and expenses for 2023 and 2022, respectively, from Grant Thornton LLP for property tax compliance services.

We incurred no tax-related fees and expenses for 2024 and $2,978 in tax-related fees and expenses for 2023, from Grant Thornton LLP for property tax compliance services.

In accordance with the Charter of the audit committee of the Board of Directors of Icahn Enterprises GP, the general partner of Icahn Enterprises, the audit committee is required to approve in advance any and all audit services and permitted non-audit services provided to Icahn Enterprises and its consolidated subsidiaries by their independent auditors (subject to the de minimis exception of Section 10A (i) (1) (B) of the ‘34 Act), all as required by applicable law or listing standards.

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Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma .

In addition, we operated a Metals business until sold in December 2021.

For the years ended December 31, 2023, 2022 and 2021, Icahn Enterprises received (paid) $ 629 million, $ 264 million and $( 366 ) million, respectively, for net investment in and advances from subsidiaries.

For the years ended December 31, 2024, 2023 and 2022, Icahn Enterprises received $ 320 million, $ 629 million and $ 264 million, respectively, for net investment in and advances from subsidiaries.

The condensed financial statements of Icahn Enterprises should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of this Report.

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(in millions)

4.750 % senior unsecured notes due 2024

6.375 % senior unsecured notes due 2025

6.250 % senior unsecured notes due 2026

5.250 % senior unsecured notes due 2027

4.375 % senior unsecured notes due 2029

9.750 % senior unsecured notes due 2029

In December 2023, Icahn Enterprises issued $ 700 million in aggregate principal amount of 9.750 % senior unsecured notes due 2029 at par.

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

In February 2022, Icahn Enterprises repaid all of its outstanding $ 500 million aggregate principal amount of 6.750 % senior unsecured notes due 2024 at par.

6.375 % senior notes due 2025

6.250 % senior notes due 2026

5.250 % senior notes due 2027

4.375 % senior notes due 2029

9.750 % senior notes due 2029

10.000 % senior notes due 2029

9.000 % senior notes due 2030

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

The net proceeds from the issuance were used to partially redeem $ 500 million of the outstanding 6.250 % senior notes due 2026 on December 16, 2024.

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.

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.

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.

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

In December 2023, the Issuers issued $ 700 million in aggregate principal amount of 9.750 % senior notes due 2029.

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.

Commitments and Contingencies

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

Second Amended and Restated Agreement of Limited Partnership of Icahn Enterprises L.P., dated August 2, 2016 (incorporated by reference to Exhibit 3.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 10-Q for the quarterly period ended June 30, 2016 (SEC File Nos.

1-9516 and 333-118021-01, respectively), filed on August 4, 2016) .

Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated as of July 1, 1987 (incorporated by reference to Exhibit 3.5 to Icahn Enterprises’ Form 10-Q for the quarter ended March 31, 2004 (SEC File No.

1-9516), filed on May 10, 2004) .

Amendment No.

1 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated August 16, 1996 (incorporated by reference to Exhibit 10.2 to Icahn Enterprises’ Form 8-K (SEC File No.

1-9516), filed on August 16, 1996) .

Amendment No.

2 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated June 14, 2002 (incorporated by reference to Exhibit 3.9 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2002 (SEC File No.

1-9516), filed on March 31, 2003) .

Amendment No.

3 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated June 29, 2005 (incorporated by reference to Exhibit 3.2 to Icahn Enterprises’ Form 10-Q for the quarter ended June 30, 2005 (SEC File No.

1-9516), filed on August 9, 2005) .

Amendment No.

4 to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises Holdings, dated September 17, 2007 (incorporated by reference to Exhibit 3.11 to Icahn Enterprises’ Form 10-K for the year ended December 31, 2007 (SEC File No.

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 .

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.

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1-9516), filed on December 19, 2023) .

Indenture, dated May 28, 2024, among Icahn Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee relating to the 9.000% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ Form 8-K (SEC File No.

1-9516) filed on May 28, 2024).

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 relating to the 10.000% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ Form 8-K (SEC File No.

1-9516) filed on November 20, 2024).

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

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1-9516), filed on August 9, 2007) .

Registration Rights Agreement, dated January 18, 2017, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (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 January 18, 2017) .

Registration Rights Agreement, dated December 6, 2017, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (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 6, 2017) .

Registration Rights Agreement, dated May 10, 2019, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (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 May 10, 2019) .

Registration Rights Agreement, dated June 27, 2019, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (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 June 27, 2019) .

Registration Rights Agreement, dated December 12, 2019, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (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 12, 2019) .

Registration Rights Agreement, dated January 9, 2020, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (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 January 9, 2020) .

Registration Rights Agreement, dated January 28, 2020, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (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 January 28, 2020) .

Registration Rights Agreement, dated January 19, 2021, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (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 January 19, 2021) .

Registration Rights Agreement, dated December 19, 2023, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ Form 8-K (SEC File No.

1-9516), filed on December 19, 2023) .

Manager Agreement, dated October 1, 2020, among Icahn Enterprises, Icahn Capital LP, Icahn Partners Master Fund LP, Brett Icahn and Isthmus LLC (incorporated by reference to Exhibit 10.1 to Icahn Enterprises’ and Icahn Enterprises Holdings’ joint Form 8-K (SEC File Nos.

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

Registration Rights Agreement, dated April 12, 2021, among Icahn Enterprises, Icahn Enterprises Finance, Icahn Enterprises Holdings, as Guarantor, and Jefferies LLC, as the Initial Purchaser (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 April 12, 2021).

Employment Agreement with Andrew J.

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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.

1-9516), filed on September 27, 2024) †

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Icahn Enterprises’ Form 10-Q for the quarter ended September 30, 2012 (SEC File No.

1-9516), filed on November 7, 2012) .

Insider Trading Policy.

Subsidiaries of the Registrant .

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Icahn Enterprises L.P.

Dodd-Frank Clawback Policy , effective as of December 1, 2023.

Dodd-Frank Clawback Policy, effective as of December 1, 2023 (incorporated by reference to Exhibit 97.1 to Icahn Enterprises’ Annual Report on Form 10-K (SEC File NO.

1-9516), filed on February 29, 2024).

Inline XBRL Taxonomy Extension Schema Document.

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

† Indicates a management contract or compensatory plan or arrangement.

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.

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February 26, 2025

/s/ Michael Nevin

February 28, 2024

Michael Nevin

/s/ Denise Barton

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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