UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): August 45, 2025

(Commission File Number)	(Exact Name of Registrant as Specified in ~~Its~~its Charter) (Address of Principal Executive Offices) (Zip Code) (Telephone Number)	(State or Other Jurisdiction of Incorporation or Organization)	(~~IRS~~I.R.S. Employer Identification No.)
1-9516	ICAHN ENTERPRISES L.P. 16690 Collins ~~Avenue~~Ave, PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100	Delaware	13-3398766

(Former Name or Former Address, if Changed Since Last Report)

N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~Each~~each ~~Class~~class: Trading Symbol(s) Name of ~~Each~~each ~~Exchange~~exchange on ~~Which~~which ~~Registered~~registered: Depositary Units of Icahn Enterprises L.P. Representing Limited Partner Interests IEP Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging ~~Growth~~growth ~~Company~~company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 78.01 ~~Regulation~~Other ~~FD Disclosure.~~Events

On August 5, 2025, Icahn Enterprises L.P. (“Icahn ~~has~~Enterprises”) issued a press release announcing that it, together with Icahn Enterprises Finance Corp. (together ~~attached~~with ~~hereto~~Icahn asEnterprises, ~~Exhibit 99~~the “Issuers”), intends to commence an offering of additional $500,000,000 aggregate principal amount of 10.1000% Senior Secured Notes due 2029 (the “Notes”), for issuance in a ~~copy~~private placement (the “Notes Offering”) not registered under the Securities Act of ~~updated~~1933, ~~presentation~~as ~~materials~~amended. ~~that~~The itNotes ~~intends~~will tobe ~~use~~issued under the indenture dated November 20, 2024, by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor (the “Guarantor”), and Wilmington Trust, National Association, as trustee and collateral agent in connection with ~~meetings~~the ~~with~~closing ~~investors~~of the existing $500,000,000 ~~groups~~aggregate principal amount of 10.000% ~~investors~~Senior ~~and~~Secured ~~media~~Notes due 2029 announced by Icahn Enterprises on November 20, 2024. The Notes will be secured by substantially all of the assets directly owned by the Issuers and inthe Guarantor, ~~connection~~subject to customary exceptions. The net proceeds from the Notes Offering will be used, together with ~~presentations~~cash ~~and~~on ~~speeches~~hand, to partially ~~various~~redeem ~~audiences~~the Issuers’ existing 6.250% Senior Notes due 2026 (the “2026 Notes”). There can be no assurance that the issuance and sale of any debt securities of the Issuers will be consummated.

~~The~~A ~~information~~copy ~~contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~press ~~Exchange~~release ~~Act~~is ofattached ~~1934,~~ hereto as ~~amended, or otherwise subject to the liabilities of that section. In addition, the information contained in this Item 7.01 and~~ Exhibit 99.1 ~~shall not be incorporated by reference into any of Icahn Enterprises L~~.~~P.’s filings with the Securities and Exchange Commission or any other document except as shall be expressly set forth by specific reference in such filing or document.~~

~~Item~~This ~~9.01~~Current ~~Financial~~Report ~~Statements~~on ~~and~~Form ~~Exhibits~~8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of Icahn Enterprises.

~~(d)~~Item 9.01. Financial Statements and Exhibits

~~99.1~~(d) ~~– Presentation Materials.~~Exhibits

~~104~~99.1 –- ~~Cover Page~~Press ~~Interactive~~Release ~~Data~~dated ~~File~~August ~~(formatted~~5, in2025 ~~Inline~~announcing ~~XBRL~~the inNotes ~~Exhibit 101)~~Offering.

~~SIGNATURES~~104 - Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~ICAHN~~Pursuant ~~ENTERPRISES~~to ~~L.P.~~the ~~(Registrant)~~requirements ~~By:~~of the ~~Icahn~~Securities ~~Enterprises~~Exchange ~~G.P.~~Act ~~Inc.~~of 1934, ~~its~~each ~~general~~Registrant ~~partner~~has ~~By:~~duly ~~/s/~~caused ~~Ted~~this ~~Papapostolou~~report ~~Ted~~to ~~Papapostolou~~be ~~Chief~~signed ~~Financial~~on ~~Officer~~its behalf by the undersigned hereunto duly authorized.

Date: August 4, 2025

	ICAHN ENTERPRISES L.P. (Registrant)

	By:	Icahn Enterprises G.P. Inc.
		its general partner

Date: August 5, 2025		By:	/s/ Ted Papapostolou
			Ted Papapostolou
			Chief Financial Officer

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