EPD (EPD) EVP exercises phantom units, delivers shares for tax withholding

Rhea-AI Filing Summary

Enterprise Products Partners EVP Christian M. Nelly 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 converted into common units at a stated price of $0.00 per unit.

Related tax-withholding dispositions of common units occurred at a transaction price of $36.75 per unit, reflecting delivery of units to satisfy tax obligations rather than open-market sales. After these transactions, the reporting person directly held 320,278 common units and 80,000 phantom units, plus 20,000.5 common units indirectly held for the benefit of a family member, for which beneficial ownership is disclaimed except for any pecuniary interest.

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^*

Nelly Christian M.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP-FIN/SUSTAIN. AND TREASURER

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		21,250	A	(1)	289,052	D
Common Units Representing Limited Partnership Interests	02/16/2026		F		8,362	D	$36.75	280,690	D
Common Units Representing Limited Partnership Interests	02/16/2026		M		23,125	A	(1)	303,815	D
Common Units Representing Limited Partnership Interests	02/16/2026		F		9,100	D	$36.75	294,715	D
Common Units Representing Limited Partnership Interests	02/16/2026		M		22,750	A	(1)	317,465	D
Common Units Representing Limited Partnership Interests	02/16/2026		F		8,953	D	$36.75	308,512	D
Common Units Representing Limited Partnership Interests	02/16/2026		M		19,400	A	(1)	327,912	D
Common Units Representing Limited Partnership Interests	02/16/2026		F		7,634	D	$36.75	320,278	D
Common Units Representing Limited Partnership Interests								20,000.5	I	By Mother-In-Law(2)

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			21,250	(3)	(3)	Common Units	21,250	$0	0	D
Phantom Units	(1)	02/16/2026		M			23,125	(4)	(4)	Common Units	23,125	$0	23,125	D
Phantom Units	(1)	02/16/2026		M			22,750	(5)	(5)	Common Units	22,750	$0	45,500	D
Phantom Units	(1)	02/16/2026		M			19,400	(6)	(6)	Common Units	19,400	$0	58,200	D
Phantom Units	(1)							(7)	(7)	Common Units	80,000		80,000	D(8)

Explanation of Responses:

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

2. These common units are held for the benefit of the specified member of the reporting person's immediate family. The reporting person disclaims beneficial ownership of these common units, except to the extent of his pecuniary interest, if any.

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 Christian M. Nelly	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did EPD executive Christian M. Nelly report on this Form 4?

Christian M. Nelly reported exercises of phantom units into common units and related tax-withholding dispositions on February 16, 2026. The transactions involved phantom units economically equivalent to common units and common units representing limited partnership interests of Enterprise Products Partners.

How many Enterprise Products Partners common units does the EPD executive hold after the Form 4 transactions?

Following the reported transactions, Christian M. Nelly directly held 320,278 common units representing limited partnership interests in Enterprise Products Partners. In addition, 20,000.5 common units were indirectly held for the benefit of a family member, with beneficial ownership disclaimed except for any pecuniary interest.

What are the tax-withholding dispositions reported in the EPD Form 4 filing?

The Form 4 shows several tax-withholding dispositions coded “F,” where common units were delivered to satisfy tax liabilities. These transactions involved thousands of common units at a transaction price of $36.75 per unit, reflecting payment of tax obligations rather than open-market sales.

How do the phantom units in the EPD Form 4 relate to common units?

The footnotes state each phantom unit is the economic equivalent of one Enterprise Products Partners common unit. Upon vesting and settlement, phantom units expire and are exchanged for an equal number of common units representing limited partnership interests, as reflected in the reported exercises.

What vesting schedule applies to the EPD executive’s phantom units after these transactions?

Footnotes describe multiple phantom unit awards vesting in remaining equal annual installments beginning on February 16, 2026 or February 16, 2027. Each annual installment will expire upon vesting and settlement in exchange for an equal number of Enterprise Products Partners common units.

How are family-held EPD units treated in Christian M. Nelly’s Form 4?

The Form 4 notes 20,000.5 common units are held for the benefit of a specified immediate family member. The reporting person disclaims beneficial ownership of these units, except to the extent of any pecuniary interest, and they are reported as indirect ownership.