Enterprise Products (NYSE: EPD) co-CEO exercises phantom units, adjusts stake

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FOWLER W RANDALL

(Last) (First) (Middle)

1100 LOUISIANA STREET

SUITE 1000

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE PRODUCTS PARTNERS L.P. [ EPD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CO-CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units Representing Limited Partnership Interests	02/16/2026		M		66,250	A	(1)	1,696,374	D
Common Units Representing Limited Partnership Interests	02/16/2026		F		26,070	D	$36.75	1,670,304	D
Common Units Representing Limited Partnership Interests	02/16/2026		M		75,000	A	(1)	1,745,304	D
Common Units Representing Limited Partnership Interests	02/16/2026		F		29,513	D	$36.75	1,715,791	D
Common Units Representing Limited Partnership Interests	02/16/2026		M		77,500	A	(1)	1,793,291	D
Common Units Representing Limited Partnership Interests	02/16/2026		F		30,497	D	$36.75	1,762,794	D
Common Units Representing Limited Partnership Interests	02/16/2026		M		68,750	A	(1)	1,831,544	D
Common Units Representing Limited Partnership Interests	02/16/2026		F		27,054	D	$36.75	1,804,490	D
Common Units Representing Limited Partnership Interests								708,419	I	By Three Streams Partners, LP(2)
Common Units Representing Limited Partnership Interests								2,339	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	(1)	02/16/2026		M			66,250	(3)	(3)	Common Units	66,250	$0	0	D
Phantom Units	(1)	02/16/2026		M			75,000	(4)	(4)	Common Units	75,000	$0	75,000	D
Phantom Units	(1)	02/16/2026		M			77,500	(5)	(5)	Common Units	77,500	$0	155,000	D
Phantom Units	(1)	02/16/2026		M			68,750	(6)	(6)	Common Units	68,750	$0	206,250	D
Phantom Units	(1)							(7)	(7)	Common Units	295,000		295,000	D(8)

Explanation of Responses:

1. Each phantom unit is the economic equivalent of one EPD common unit.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. The power of attorney under which this form was signed is on file with the Commission.

Remarks:

Transaction Code M - Exercise or conversion of derivative security exempted pursuant to Rule 16b-3; Transaction Code F - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3

	/s/Jennifer W. Dickson, Attorney-in-Fact on Behalf of W. Randall Fowler	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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.

Were Fowler’s EPD dispositions open-market sales or tax-related events?

The reported dispositions were tax-withholding events, not open-market sales. Transactions coded “F” show common units, including 26,070, 29,513 and 27,054 units at $36.7500 each, delivered to satisfy exercise price or tax liabilities arising from derivative exercises.