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Enterprise Products Partners (NYSE: EPD) co-CEO receives 295,000 phantom units

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

Rhea-AI Filing Summary

Enterprise Products Partners L.P. co-chief executive officer and director W. Randall Fowler received an award of 295,000 phantom units on February 10, 2026, recorded as an acquisition under Rule 16b-3(d) at a price of $0 per unit.

Each phantom unit is economically equivalent to one EPD common unit and this new grant vests in four equal annual installments beginning on February 16, 2027. Following the award, Fowler holds EPD common units directly, additional common units indirectly through Three Streams Partners, LP (where he disclaims beneficial ownership except for his pecuniary interest) and by his spouse, as well as multiple prior phantom unit awards with scheduled vesting between February 2026 and later years.

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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*
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)
02/10/2026
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 1,630,124(1) 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 (3) (4) (4) Common Units 66,250 66,250 D
Phantom Units (3) (5) (5) Common Units 150,000 150,000 D
Phantom Units (3) (6) (6) Common Units 232,500 232,500 D
Phantom Units (3) (7) (7) Common Units 275,000 275,000 D
Phantom Units (3) 02/10/2026 A 295,000 (8) (8) Common Units 295,000 $0 295,000 D(9)
Explanation of Responses:
1. Includes common units acquired under the issuer's employee unit purchase plan.
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. Each phantom unit is the economic equivalent of one EPD common unit.
4. These phantom units vest in one remaining annual installment on February 16, 2026. The 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 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.
6. 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.
7. 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.
8. 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.
9. The power of attorney under which this form was signed is on file with the Commission.
Remarks:
Transaction Code A - Grant, award or other acquisition pursuant to Rule 16b-3(d)
/s/Jennifer W. Dickson, Attorney-in-Fact on behalf of W. Randall Fowler 02/10/2026
** 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 transaction did EPD co-CEO W. Randall Fowler report on this Form 4?

Fowler reported receiving an award of 295,000 phantom units on February 10, 2026 at a price of $0 per unit. The transaction is coded “A” as a grant or award pursuant to Rule 16b-3(d) under the securities rules.

What are phantom units in the Enterprise Products Partners (EPD) Form 4 filing?

The filing states that each phantom unit is the economic equivalent of one EPD common unit. These units are a form of deferred equity-based compensation that settle in an equal number of common units upon vesting, rather than cash, aligning management with unitholders.

When do W. Randall Fowler’s new 295,000 EPD phantom units vest?

The 295,000 newly granted phantom units vest in four equal annual installments beginning on February 16, 2027. Each installment will expire upon vesting and settlement in exchange for an equal number of Enterprise Products Partners common units, according to the footnotes.

What EPD common units does W. Randall Fowler hold directly and indirectly?

The filing lists 1,630,124 EPD common units held directly, including units from the employee unit purchase plan. It also reports 708,419 units held indirectly by Three Streams Partners, LP and 2,339 units held indirectly by his spouse, with a disclaimer on certain beneficial ownership.

What other phantom unit awards does EPD co-CEO Fowler hold besides the new grant?

Beyond the 295,000-unit grant, Fowler holds phantom unit awards of 66,250, 150,000, 232,500 and 275,000 units. These earlier awards vest in one, two, three, or four remaining annual installments starting on February 16, 2026, each settling into an equal number of common units.

How does the Form 4 describe Fowler’s relationship to Three Streams Partners, LP holdings in EPD?

The Form 4 notes that common units held by Three Streams Partners, LP are reported as indirect holdings. Fowler disclaims beneficial ownership of those units except to the extent of his pecuniary interest, clarifying that the partnership, not he personally, is the primary holder.
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