
FORM10-K (Mark one) ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934 Depositary Units of Icahn EnterprisesL.P.Representing Limited Partner Interests Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes⌧No◻ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Exchange Act. Yes◻No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subjectto such filing requirements for the past 90days. Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files). Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.⌧ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No⌧ The aggregate market value of Icahn Enterprises’ depositary units held by non-affiliates of the registrant as of June30, 2025, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, based upon the closing price of depositary units on the NasdaqGlobal Select Market (“Nasdaq”) on such date was $630 million. As of February25, 2026, there were 637,209,452 depositary units outstanding. FORWARD-LOOKING STATEMENTS This Report contains certain statements that are, or may be deemed to be, “forward-lookingstatements” within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21Eof the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or by the Private SecuritiesLitigation Reform Act. All statements included in this Report, other than statements that relate solely tohistorical fact, are “forward-looking statements.” Such statements include, but are not limited to, anystatement that may predict, forecast, indicate or imply future results, performance, achievements or events,or any statement that may relate to strategies, plans or objectives for, or potential results of, futureoperations, financial results, financial condition, business prospects, growth strategy or liquidity, and arebased upon management’s current plans and beliefs or current estimates of future results or trends.Forward-looking statements can generally be identified by phrases such as “believes,” “expects,”“potential,” “continues,” “may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,”“estimates,” “plans,” “could,” “designed,” “should be” and other similar expressions that denoteexpectations of future or conditional events rather than statements of fact. Forward-looking statements include certain statements made under the caption, “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” under Item7 of this Report,but also forward-looking statements that appear in other parts of this Report.Forward-looking statementsreflect our current views with respect to future events and are based on certain assumptions and are subjectto risks and uncertainties that could cause our actual results to differ materially from trends, plans, orexpectations set forth in the forward-looking statements. These include risks r