Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., and Carl C. Icahn filed Amendment No. 41 to their Schedule 13D on November 6, 2026, disclosing a 64.1% beneficial ownership stake in CVR Energy, Inc. following the company's equity offering that closed on November 5, 2026.

Key Highlights

  • Beneficial ownership: Each of the three reporting persons beneficially owns 71,201,875 shares of CVR Energy common stock, representing 64.1% of the class.
  • Share base: The 64.1% figure is based on 111,045,847 shares outstanding immediately following the equity offering, per the issuer's final prospectus supplement filed November 5, 2026.
  • Equity offering details: CVR Energy sold 10,515,248 shares at $47.55 per share under an underwriting agreement dated November 3, 2026, with Barclays Capital Inc. and Jefferies LLC as representatives.
  • Overallotment option: The underwriters received a 30-day option to purchase up to 1,577,287 additional shares from CVR Energy.
  • Icahn entities did not sell: According to the filing, "The Reporting Persons and their affiliates did not sell Shares as selling stockholders in the Equity Offering."
  • Lock-up agreements: American Entertainment Properties Corp. and IEP Energy Holding LLC each entered into 30-day lock-up letter agreements with the underwriter representatives on November 3, 2026.
  • No recent transactions: The filing states that none of the reporting persons effected any transaction in the shares during the past 60 days.

Icahn Entities Disclose Ownership Level After CVR Energy Share Sale

The three reporting persons, Icahn Enterprises Holdings L.P. (a Delaware limited partnership), Icahn Enterprises G.P. Inc. (a Delaware corporation), and Carl C. Icahn (a United States individual), each report shared voting power and shared dispositive power over 71,201,875 shares, with no sole voting or dispositive power reported by any of the three. The filing is designated Amendment No. 41 to the original Schedule 13D first filed on January 13, 2012.

According to the filing, CVR Energy entered into the underwriting agreement on November 3, 2026, covering an offering of 10,515,248 shares at a public offering price of $47.55 per share. The equity offering closed on November 5, 2026, the date identified as the event triggering this amendment. The share count used to calculate the 64.1% ownership percentage, 111,045,847 shares, was drawn from CVR Energy's final prospectus supplement filed with the SEC under Rule 424(b) on November 5, 2026.

In connection with the offering, two indirect wholly owned subsidiaries of Icahn Enterprises Holdings L.P., American Entertainment Properties Corp. and IEP Energy Holding LLC, entered into customary lock-up letter agreements with the underwriter representatives. The filing states those agreements are for a period of 30 days, subject to customary exceptions. The source of funds listed for all reporting persons is coded "OO," indicating other sources as defined by SEC instructions. The filing was signed by Robert Flint, Chief Financial Officer, on behalf of Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc., and by Carl C. Icahn personally, each dated November 6, 2026.

What Was Disclosed

The Icahn group filed Amendment No. 41 to its Schedule 13D disclosing 71,201,875 shares, or 64.1% of CVR Energy's outstanding common stock, following a November 5, 2026 equity offering in which the Icahn entities did not participate as sellers.