Enterprise Products (NYSE: EPD) co-CEO exercises phantom units, adjusts stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ENTERPRISE PRODUCTS PARTNERS L.P. director and co-chief executive officer W. Randall Fowler reported multiple equity compensation transactions involving phantom units and common units representing limited partnership interests on February 16, 2026.
Several phantom unit awards were exercised or settled, each at a stated price of $0.0000 per unit, resulting in the issuance of common units. To satisfy tax obligations tied to these equity events, Fowler delivered blocks of common units, including 26,070, 29,513 and 27,054 units at a price of $36.7500 per unit in tax-withholding dispositions rather than open-market sales. Following these transactions, he held 1,804,490 common units directly, 708,419 common units indirectly through Three Streams Partners, LP, 2,339 common units indirectly through his spouse, and 295,000 phantom units, each economically equivalent to one EPD common unit.
Positive
- None.
Negative
- None.
Insider Trade Summary
287,500 shares exercised/converted
Mixed
15 txns
Insider
FOWLER W RANDALL
Role
CO-CHIEF EXECUTIVE OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Units | 66,250 | $0.00 | -- |
| Exercise | Phantom Units | 75,000 | $0.00 | -- |
| Exercise | Phantom Units | 77,500 | $0.00 | -- |
| Exercise | Phantom Units | 68,750 | $0.00 | -- |
| Exercise | Common Units Representing Limited Partnership Interests | 66,250 | $0.00 | -- |
| Tax Withholding | Common Units Representing Limited Partnership Interests | 26,070 | $36.75 | $958K |
| Exercise | Common Units Representing Limited Partnership Interests | 75,000 | $0.00 | -- |
| Tax Withholding | Common Units Representing Limited Partnership Interests | 29,513 | $36.75 | $1.08M |
| Exercise | Common Units Representing Limited Partnership Interests | 77,500 | $0.00 | -- |
| Tax Withholding | Common Units Representing Limited Partnership Interests | 30,497 | $36.75 | $1.12M |
| Exercise | Common Units Representing Limited Partnership Interests | 68,750 | $0.00 | -- |
| Tax Withholding | Common Units Representing Limited Partnership Interests | 27,054 | $36.75 | $994K |
| holding | Phantom Units | -- | -- | -- |
| holding | Common Units Representing Limited Partnership Interests | -- | -- | -- |
| holding | Common Units Representing Limited Partnership Interests | -- | -- | -- |
Holdings After Transaction:
Phantom Units — 0 shares (Direct);
Common Units Representing Limited Partnership Interests — 1,696,374 shares (Direct);
Common Units Representing Limited Partnership Interests — 708,419 shares (Indirect, By Three Streams Partners, LP)
Footnotes (1)
- Each phantom unit is the economic equivalent of one EPD common unit. The reporting person disclaims beneficial ownership of issuer common units held by Three Streams Partners, LP except to the extent of his pecuniary interest therein. These phantom units vested in one remaining annual installment on February 16, 2026. The remaining annual installment expired upon vesting and settlement thereof in exchange for an equal number of EPD common units. These phantom units vest in two remaining equal annual installments beginning on February 16, 2026. Each remaining annual installment will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units. These phantom units vest in three remaining equal annual installments beginning on February 16, 2026. Each remaining annual installment will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units. These phantom units vest in four equal annual installments beginning on February 16, 2026. Each annual installment will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units. These phantom units vest in four equal annual installments beginning on February 16, 2027. Each annual installment will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units. The power of attorney under which this form was signed is on file with the Commission.
FAQ
What insider transactions did EPD co-CEO W. Randall Fowler report?
W. Randall Fowler reported exercises of phantom unit awards and related tax-withholding dispositions of common units. Multiple phantom units converted into common units at $0.0000, while blocks such as 26,070, 29,513 and 27,054 common units were delivered at $36.7500 to cover tax liabilities.
How many Enterprise Products Partners (EPD) common units does Fowler hold directly after these transactions?
After the reported transactions, Fowler directly holds 1,804,490 EPD common units. This figure reflects multiple derivative exercises coded “M” and tax-withholding dispositions coded “F” on February 16, 2026, as recorded in the non-derivative holdings section of the Form 4 data.
What are phantom units in the context of EPD’s compensation to Fowler?
Each phantom unit is economically equivalent to one EPD common unit. According to the footnotes, phantom units vest in scheduled annual installments and, upon vesting and settlement, expire in exchange for an equal number of Enterprise Products Partners common units credited to the reporting person.
How many phantom units does Fowler hold following the reported EPD transactions?
Following the transactions, Fowler holds 295,000 phantom units directly. These awards vest over future annual installments beginning on specified February 16 dates, with each installment expiring upon vesting and settlement into an equal number of EPD common units, as described in the accompanying footnotes.
How are Fowler’s indirect EPD holdings structured after these Form 4 transactions?
Indirectly, Fowler is associated with 708,419 EPD common units via Three Streams Partners, LP, and 2,339 units via his spouse. A footnote states he disclaims beneficial ownership of units held by Three Streams Partners, LP except to the extent of his pecuniary interest.