FOWLER W RANDALL 4

4 · ENTERPRISE PRODUCTS PARTNERS L.P. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

Enterprise Products (EPD) CEO Randall Fowler Exercises Phantom Units

What Happened

Randall W. Fowler, CEO of Enterprise Products Partners L.P. (EPD), had multiple phantom-unit awards vest and be converted into 287,500 EPD common units on February 16, 2026.
To cover tax liabilities, 113,134 of those units were delivered/withheld (transaction code F) at an underlying per-unit value used for withholding of $36.75, yielding roughly $4,157,676 in withheld value across the withholdings. The underlying phantom units were cancelled/converted (transaction code M) upon settlement.
This was not an open-market sale: it was vesting/settlement of awards with a portion withheld for taxes (a cashless-withholding settlement).

Key Details

Transaction date: February 16, 2026; Form 4 filed February 18, 2026 (timely filing).
Gross units converted: 287,500 phantom units -> 287,500 common units.
Units withheld for taxes (dispositions): 113,134 units total; withholding value ≈ $4,157,676 (individual withholdings of $958,073; $1,084,603; $1,120,765; $994,235).
Net units retained by Fowler after withholding: ~174,366 units (287,500 − 113,134).
Transaction codes: M = exercise/conversion of derivative security (Rule 16b-3 exemption); F = delivery/withholding of securities to satisfy tax liability.
Footnotes: phantom units are economically equivalent to one EPD common unit and had various vesting schedules (some vested immediately or in installments beginning Feb 16, 2026). The filing disclaims beneficial ownership of units held by Three Streams Partners, LP to the extent noted.
Shares owned after transaction: not specified in the provided filing details.

Context

These were conversions of phantom-unit awards (non-cash equity awards) into common units. The withheld shares were used to satisfy tax obligations — a common practice on vesting/settlement that should not be read as a market sale indicating negative sentiment.
For retail investors, award vesting increases insider exposure to the company; the material cash-equivalent withheld (~$4.16M) reflects the tax settlement rather than a disposition for diversification or liquidity reported as an open-market sale.

Form 4

Period: 2026-02-16

DirectorCO-CHIEF EXECUTIVE OFFICER

Transactions

Exercise/Conversion
Common Units Representing Limited Partnership Interests
[F1]
2026-02-16+66,250→ 1,696,374 total
Tax Payment
Common Units Representing Limited Partnership Interests
2026-02-16$36.75/sh−26,070$958,073→ 1,670,304 total
Exercise/Conversion
Common Units Representing Limited Partnership Interests
[F1]
2026-02-16+75,000→ 1,745,304 total
Tax Payment
Common Units Representing Limited Partnership Interests
2026-02-16$36.75/sh−29,513$1,084,603→ 1,715,791 total
Exercise/Conversion
Common Units Representing Limited Partnership Interests
[F1]
2026-02-16+77,500→ 1,793,291 total
Tax Payment
Common Units Representing Limited Partnership Interests
2026-02-16$36.75/sh−30,497$1,120,765→ 1,762,794 total
Exercise/Conversion
Common Units Representing Limited Partnership Interests
[F1]
2026-02-16+68,750→ 1,831,544 total
Tax Payment
Common Units Representing Limited Partnership Interests
2026-02-16$36.75/sh−27,054$994,235→ 1,804,490 total
Exercise/Conversion
Phantom Units
[F1][F3]
2026-02-16−66,250→ 0 total
→ Common Units (66,250 underlying)
Exercise/Conversion
Phantom Units
[F1][F4]
2026-02-16−75,000→ 75,000 total
→ Common Units (75,000 underlying)
Exercise/Conversion
Phantom Units
[F1][F5]
2026-02-16−77,500→ 155,000 total
→ Common Units (77,500 underlying)
Exercise/Conversion
Phantom Units
[F1][F6]
2026-02-16−68,750→ 206,250 total
→ Common Units (68,750 underlying)

Holdings

Common Units Representing Limited Partnership Interests
[F2]
(indirect: By Three Streams Partners, LP)
708,419
Common Units Representing Limited Partnership Interests
(indirect: By Spouse)
2,339
Phantom Units
[F1][F7][F8]
→ Common Units (295,000 underlying)
295,000

Footnotes (8)

[F1]Each phantom unit is the economic equivalent of one EPD common unit.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.
[F8]The power of attorney under which this form was signed is on file with the Commission.

Signature

/s/Jennifer W. Dickson, Attorney-in-Fact on Behalf of W. Randall Fowler|2026-02-18

1 file