Bacon Graham W. 4
Research Summary
AI-generated summary
Enterprise Products EVP Graham Bacon Converts Phantom Units; Withholds Shares
What Happened
Graham W. Bacon, Executive Vice President & COO of Enterprise Products Partners L.P. (EPD), had a set of phantom-unit awards vest and converted a total of 90,000 phantom units into 90,000 EPD common units on February 16, 2026. To satisfy tax withholding obligations, 35,417 of those units were withheld at $36.75 per unit, totaling $1,301,576. After withholding, Bacon received a net 54,583 common units. The filing shows the conversions as derivative exercises (Transaction Code M) and the share withholding to cover taxes (Transaction Code F).
Key Details
- Transaction date: February 16, 2026; Form 4 filed Feb 18, 2026 (appears timely).
- Converted (acquired) units: 23,750 + 25,000 + 22,500 + 18,750 = 90,000 units.
- Withheld (disposed) to cover tax liability: 9,346 + 9,838 + 8,854 + 7,379 = 35,417 units at $36.75 each, total $1,301,576.
- Net units received by insider: 90,000 − 35,417 = 54,583 units.
- Shares owned after the transaction: not provided in the supplied data (see the Form 4 for total holdings).
- Notable footnotes: phantom units are economic equivalents of one EPD common unit (F1); awards had different vesting schedules (some vested in a single remaining installment, others over 2–4 annual installments — F2–F6). Power of attorney referenced (F7).
- Transaction codes: M = exercise/conversion of derivative; F = shares delivered/withheld to pay tax liability.
Context
This was not an open-market sale — it was the vesting/settlement of phantom-unit awards and the routine withholding of shares to meet tax obligations (a common practice known as share withholding or “sell-to-cover”). Derivative conversion entries show $0 proceeds because phantom units were converted into common units rather than sold on the market. Such withholding is administrative and does not necessarily indicate the insider is buying or selling shares for investment reasons.