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EPD (NYSE: EPD) EVP converts phantom units, uses units for tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Enterprise Products Partners EVP & Chief Commercial Officer Michael C. Hanley reported equity award activity on February 16, 2026. He exercised phantom units into common units and used some of the newly issued units, at $36.75 per unit, to cover tax withholding. Following these transactions, he directly held 158,058 common units, plus 100,000 and 75,000 phantom units that vest in scheduled installments through 2030.

Positive

  • None.

Negative

  • None.
Insider Hanley Michael C.
Role EVP & Chief Commercial Officer
Type Security Shares Price Value
Exercise Phantom Units 8,750 $0.00 --
Exercise Phantom Units 10,000 $0.00 --
Exercise Phantom Units 9,375 $0.00 --
Exercise Phantom Units 8,125 $0.00 --
Exercise Common Units Representing Limited Partnership Interests 8,750 $0.00 --
Tax Withholding Common Units Representing Limited Partnership Interests 3,444 $36.75 $127K
Exercise Common Units Representing Limited Partnership Interests 10,000 $0.00 --
Tax Withholding Common Units Representing Limited Partnership Interests 3,935 $36.75 $145K
Exercise Common Units Representing Limited Partnership Interests 9,375 $0.00 --
Tax Withholding Common Units Representing Limited Partnership Interests 3,690 $36.75 $136K
Exercise Common Units Representing Limited Partnership Interests 8,125 $0.00 --
Tax Withholding Common Units Representing Limited Partnership Interests 3,198 $36.75 $118K
holding Phantom Units -- -- --
holding Phantom Units -- -- --
Holdings After Transaction: Phantom Units — 0 shares (Direct); Common Units Representing Limited Partnership Interests — 144,825 shares (Direct)
Footnotes (1)
  1. Each phantom unit is the economic equivalent of one EPD common unit. 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 on February 16, 2030. These phantom units 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.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Hanley Michael C.

(Last) (First) (Middle)
1100 LOUISIANA ST, STE 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 & Chief Commercial 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 8,750 A (1) 144,825 D
Common Units Representing Limited Partnership Interests 02/16/2026 F 3,444 D $36.75 141,381 D
Common Units Representing Limited Partnership Interests 02/16/2026 M 10,000 A (1) 151,381 D
Common Units Representing Limited Partnership Interests 02/16/2026 F 3,935 D $36.75 147,446 D
Common Units Representing Limited Partnership Interests 02/16/2026 M 9,375 A (1) 156,821 D
Common Units Representing Limited Partnership Interests 02/16/2026 F 3,690 D $36.75 153,131 D
Common Units Representing Limited Partnership Interests 02/16/2026 M 8,125 A (1) 161,256 D
Common Units Representing Limited Partnership Interests 02/16/2026 F 3,198 D $36.75 158,058 D
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 8,750 (2) (2) Common Units 8,750 $0 0 D
Phantom Units (1) 02/16/2026 M 10,000 (3) (3) Common Units 10,000 $0 10,000 D
Phantom Units (1) 02/16/2026 M 9,375 (4) (4) Common Units 9,375 $0 18,750 D
Phantom Units (1) 02/16/2026 M 8,125 (5) (5) Common Units 8,125 $0 24,375 D
Phantom Units (1) (6) (6) Common Units 100,000 100,000 D
Phantom Units (1) (7) (7) Common Units 75,000 75,000 D(8)
Explanation of Responses:
1. Each phantom unit is the economic equivalent of one EPD common unit.
2. 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.
3. 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.
4. 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.
5. 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.
6. These phantom units vest on February 16, 2030. These phantom units 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 Michael C. Hanley 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did EPD executive Michael Hanley report?

Michael Hanley reported equity award-related transactions converting phantom units into Enterprise Products Partners common units and using some units to cover tax withholding. These were derivative exercises and tax settlements, not open-market purchases or sales, and reflect routine compensation vesting activity.

Did Michael Hanley buy or sell EPD units on the open market?

No open-market trades were reported. The Form 4 shows exercises of phantom units and dispositions coded as “F” to pay tax obligations using common units at $36.75 per unit, all tied to equity awards rather than discretionary market buying or selling.

How many EPD common units does Michael Hanley hold after these transactions?

After the reported transactions, Hanley directly holds 158,058 common units of Enterprise Products Partners. This balance reflects units received from phantom unit conversions, reduced by units delivered to satisfy tax withholding obligations associated with those vesting awards.

What are EPD phantom units mentioned in Michael Hanley’s Form 4?

Each phantom unit is the economic equivalent of one EPD common unit. As they vest, phantom units settle into an equal number of common units. Remaining awards vest over multiple annual installments and, in one grant, fully vest on February 16, 2030, then settle into common units.

What do the F-coded transactions at $36.75 mean for EPD insider Hanley?

The F-coded transactions represent tax-withholding dispositions. Common units valued at $36.75 per unit were delivered to satisfy exercise price or tax liabilities arising from phantom unit conversions, rather than reflecting open-market sales to third-party investors.

How many EPD phantom units remain outstanding for Michael Hanley?

Hanley continues to hold two phantom unit awards, with 100,000 and 75,000 phantom units outstanding. These vest in scheduled annual installments beginning in 2026 and 2027, with one grant vesting entirely on February 16, 2030 and settling into common units.
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