UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 29, 2023

N/A

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

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:

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

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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 29, 2023, Icahn Enterprises L.P. (the “Company”) announced the appointment of Robert Flint, the Company’s Director of Accounting, as the Chief Accounting Officer of the Company and Icahn Enterprises G.P., Inc., the Company’s general partner, effective January 1, 2024. Mr. Flint will serve as the Company’s principal accounting officer. Ted Papapostolou, who has served as the Company’s Chief Financial Officer since November 2021 and as its Chief Accounting Officer since March 2020, will continue in his role as the Company’s Chief Financial Officer. In connection with Mr. Flint’s appointment to his new role, the Company increased his base salary to a rate of $350,000 per annum.

Mr. Flint, age 46, has served as the Director of Accounting of the Company since November 2021 and previously served as the Chief Audit Executive of the Company from March 2020 to November 2021. Mr. Flint was an independent management consultant from January 2017 to March 2020, serving a variety of clients and industries, including Icahn Automotive Group (“IAG”), a subsidiary of the Company, from September 2018 to March 2020. Mr. Flint received his B.S in Accounting and Finance from the University of Dayton.

Other than as described herein, there are no arrangements or understandings between Mr. Flint and any other persons pursuant to which he was selected as Chief Accounting Officer and principal accounting officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

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.