Enterprise Products Co 4
4 · ENTERPRISE PRODUCTS PARTNERS L.P. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
EPD 10% Owner Randa D. Williams Exercises Phantom Units, Withholds 189,667
What Happened
- Randa D. Williams (reported as a 10% owner) had 482,000 phantom units vest on Feb 16, 2026 and those units were settled in exchange for 482,000 Enterprise Products Partners L.P. (EPD) common units.
- To cover tax obligations, 189,667 of those common units were withheld/ surrendered at $36.75 per unit, generating $6,970,262 in tax withholding. The net new units added to her holdings from this vesting event were 292,333 units (482,000 vested − 189,667 withheld).
- This was not an open-market buy or sell for investment purposes: it was a vesting/settlement of phantom units (derivative award) with a share-withholding to satisfy taxes.
Key Details
- Transaction date: 2026-02-16; Form filed: 2026-02-18 (filed timely).
- Exercise/settlement code: M (exercise/conversion of derivative/phantom units); Tax/withholding code: F (shares delivered/withheld to pay tax liability).
- Withheld shares: 189,667 at $36.75 each = $6,970,262 withheld for taxes.
- Phantom units: 482,000 vested and converted to common units (footnote F15: phantom units expired on vesting and were exchanged for equal number of EPD common units).
- Shares owned after the transaction are not specified in the excerpt; numerous footnotes indicate many units are held through trusts and affiliates and Ms. Williams disclaims beneficial ownership of certain trust/entity holdings (see F1–F14 and F2/F3 specifics).
Context
- This was effectively a vesting/settlement event, not a purchase; the withholding of shares to satisfy taxes is a routine, non-market-sale disposition (common in equity compensation).
- As a reported 10% owner, Ms. Williams has complex holdings via trusts and affiliated entities and disclaims beneficial ownership of many of those holdings except to the extent of any pecuniary interest.
- Transaction codes: M = exercise/conversion of derivative security; F = delivery/withholding of securities to pay exercise price or tax liability.
Insider Transaction Report
Form 4
WILLIAMS RANDA DUNCAN
Director10% Owner
Transactions
- Exercise/Conversion
Common Units Representing Limited Partnership Interests
[F1]2026-02-16+482,000→ 1,607,057 total - Tax Payment
Common Units Representing Limited Partnership Interests
2026-02-16$36.75/sh−189,667$6,970,262→ 1,417,390 total - Exercise/Conversion
Phantom Units
[F1][F15]2026-02-16−482,000→ 0 total→ Common Units (482,000 underlying)
Holdings
- 74,754,703(indirect: By EPCO)
Common Units Representing Limited Partnership Interests
[F2] - 604,549,004(indirect: By EPCO Holdings)
Common Units Representing Limited Partnership Interests
[F3] - 4,915,182(indirect: By Trust)
Common Units Representing Limited Partnership Interests
[F4] - 4,915,182(indirect: By Trust)
Common Units Representing Limited Partnership Interests
[F5] - 4,915,182(indirect: By Trust)
Common Units Representing Limited Partnership Interests
[F6] - 1,638,394(indirect: By Trust)
Common Units Representing Limited Partnership Interests
[F7] - 1,638,394(indirect: By Trust)
Common Units Representing Limited Partnership Interests
[F8] - 1,638,394(indirect: By Trust)
Common Units Representing Limited Partnership Interests
[F9] - 469,923(indirect: By Trust)
Common Units Representing Limited Partnership Interests
[F10] - 469,923(indirect: By Trust)
Common Units Representing Limited Partnership Interests
[F11] - 469,923(indirect: By Trust)
Common Units Representing Limited Partnership Interests
[F12] - 650,118(indirect: By A&W Ltd.)
Common Units Representing Limited Partnership Interests
[F13] - 108,191(indirect: By Chaswil, Ltd.)
Common Units Representing Limited Partnership Interests
[F14] - 9,090(indirect: By Spouse)
Common Units Representing Limited Partnership Interests
- 4,040(indirect: By Spouse)
Common Units Representing Limited Partnership Interests
- 535,000
Phantom Units
[F1][F16]→ Common Units (535,000 underlying) - 550,000
Phantom Units
[F1][F17]→ Common Units (550,000 underlying) - 475,000
Phantom Units
[F1][F18]→ Common Units (475,000 underlying) - 500,000
Phantom Units
[F1][F19][F20]→ Common Units (500,000 underlying)
Footnotes (20)
- [F1]Each phantom unit is the economic equivalent of one Enterprise Products Partners L.P. ("EPD") common unit.
- [F10]These Common Units are owned directly by The Randa Lynn Duncan 1990 Grantor Trust (the "RLD Grantor Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the RLD Grantor Trust, except to the extent of her pecuniary interest therein.
- [F11]These Common Units are owned directly by The Dannine Gale Duncan 1990 Grantor Trust (the "DGD Grantor Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the DGD Grantor Trust, except to the extent of her pecuniary interest therein.
- [F12]These Common Units are owned directly by The Milane Diane Duncan 1990 Grantor Trust (the "MDD Grantor Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the MDD Grantor Trust, except to the extent of her pecuniary interest therein.
- [F13]These Common Units are owned directly by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams' spouse. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by A&W Ltd., except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan.
- [F14]These Common Units are owned directly by Chaswil, Ltd., an affiliate of Ms. Williams' spouse. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by Chaswil, Ltd., except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan.
- [F15]These phantom units vested on February 16, 2026. These phantom units expired upon vesting and settlement thereof in exchange for an equal number of EPD Common Units.
- [F16]These phantom units vest on February 16, 2027. These phantom units will expire upon vesting and settlement thereof in exchange for an equal number of EPD Common Units.
- [F17]These phantom units vest on February 16, 2028. These phantom units will expire upon vesting and settlement thereof in exchange for an equal number of EPD Common Units.
- [F18]These phantom units vest on February 16, 2029. These phantom units will expire upon vesting and settlement thereof in exchange for an equal number of EPD Common Units.
- [F19]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.
- [F2]These common units representing limited partner interests in the issuer ("Common Units") are owned directly by Enterprise Products Company ("EPCO"). Ms. Williams serves as one of three voting trustees who collectively have voting and dispositive power over the outstanding voting stock of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO, except to the extent of her pecuniary interest therein.
- [F20]The power of attorney under which this form was signed is on file with the Commission.
- [F3]These Common Units are owned directly by EPCO Holdings, Inc. ("EPCO Holdings"), which is a direct wholly owned subsidiary of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO Holdings, except to the extent of her pecuniary interest therein.
- [F4]These Common Units are owned directly by The Randa Duncan Williams 2018 Family Trust (the "RDW 2018 Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the RDW 2018 Family Trust, except to the extent of her pecuniary interest therein.
- [F5]These Common Units are owned directly by The Dannine Gale Duncan 2018 Family Trust (the "DGD 2018 Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the DGD 2018 Family Trust, except to the extent of her pecuniary interest therein.
- [F6]These Common Units are owned directly by The Milane Duncan Frantz 2018 Family Trust (the "MDF 2018 Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the MDF 2018 Family Trust, except to the extent of her pecuniary interest therein.
- [F7]These Common Units are owned directly by The Randa Duncan Williams 2023 Family Trust (the "RDW 2023 Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the RDW 2023 Family Trust, except to the extent of her pecuniary interest therein.
- [F8]These Common Units are owned directly by The Dannine Gale Duncan 2023 Family Trust (the "DGD 2023 Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the DGD 2023 Family Trust, except to the extent of her pecuniary interest therein.
- [F9]These Common Units are owned directly by The Milane Duncan Frantz 2023 Family Trust (the "MDF 2023 Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the MDF 2023 Family Trust, except to the extent of her pecuniary interest therein.
Signature
/s/Jennifer W. Dickson, Attorney-in-Fact on behalf of Randa Duncan Williams and Assistant Secretary of EPCO and EPCO Holdings|2026-02-18