SCHEDULE 13D/A: Duncan Family Entities Reaffirm Significant Stake in Enterprise Products Partners, Adjust Loan Collateral

This Schedule 13D amendment details the continued substantial beneficial ownership of Enterprise Products Partners L.P. by the Duncan family and related entities, alongside updates to executive phantom unit awards and a reduction in pledged collateral for a credit agreement.

Summary

• Randa Duncan Williams, a key figure in the Duncan family and Enterprise Products Partners L.P. (EPD), beneficially owns an aggregate of 702,222,874 Common Units, representing approximately 32.4% of the outstanding Common Units as of March 31, 2025.
• The EPCO Trustees, who control Enterprise Products Company (EPCO), collectively have shared voting and dispositive power over 679,303,707 Common Units, equating to approximately 31.3% of the outstanding Common Units.
• EPCO Holdings, Inc., a wholly-owned subsidiary of EPCO, directly holds 604,549,004 Common Units, representing approximately 27.9% of the outstanding Common Units.
• Ms. Williams received a 2025 Phantom Unit Award of 475,000 phantom units, which are set to vest on February 16, 2029, as part of the 2008 Enterprise Products Long-Term Incentive Plan.
• Previous phantom unit awards to Ms. Williams from 2017 to 2021 have vested, resulting in the settlement of Common Units, with a portion surrendered for tax withholding obligations (e.g., 177,075 units surrendered for the 2021 award vesting on February 16, 2025).
• Between May 2024 and February 2025, affiliates of Ms. Williams' spouse, Alkek and Williams, Ltd. ('Alkek') and Chaswil, Ltd. ('Chaswil'), acquired 40,182 and 6,687 Common Units, respectively, through the Distribution Reinvestment Plan (DRIP) at prices ranging from $28.79 to $33.62 per unit.
• On March 28, 2025, EPCO Holdings, Inc. amended its credit agreement, reducing the number of Common Units pledged as collateral from 18,000,000 to 15,000,000 units.

Sentiment

Score: 7

Explanation: The document reflects a stable ownership structure and ongoing commitment from key insiders through incentive awards and reinvestment. The reduction in pledged collateral could be viewed positively, suggesting financial flexibility. Overall, the information is neutral to slightly positive, indicating business as usual with continued insider alignment.

Positives

• Continued significant beneficial ownership by the founding family and related entities, indicating long-term commitment to Enterprise Products Partners L.P.
• Ongoing phantom unit awards to Randa Duncan Williams, a key executive, align management incentives with shareholder interests.
• Affiliates of Ms. Williams' spouse reinvested quarterly cash distributions into additional Common Units through the DRIP, demonstrating confidence in the Issuer's performance.
• The reduction in Common Units pledged as collateral for EPCO Holdings' credit agreement from 18,000,000 to 15,000,000 units may indicate improved financial health or reduced perceived risk by lenders.

Future Outlook

The document outlines future vesting dates for phantom unit awards granted to Randa Duncan Williams, with the 2022 award vesting on February 16, 2026, the 2023 award on February 16, 2027, the 2024 award on February 16, 2028, and the most recent 2025 award vesting on February 16, 2029. These future vestings indicate continued long-term incentive alignment for a key executive.

Management Comments

• The purpose of the Phantom Unit Awards is to promote the interests of EPCO, the Issuer, and EPD GP by providing Ms. Williams (as a key EPCO employee) with incentive compensation awards to encourage superior performance.
• The purpose of the 2024-2025 DRIP Unit Purchases by Alkek and Chaswil is to hold the purchased securities for investment purposes.

Industry Context

This filing is a routine update on beneficial ownership for Enterprise Products Partners L.P., a major player in the U.S. midstream energy sector. The continued substantial ownership by the founding family and the ongoing use of long-term incentive plans are common practices in the energy infrastructure industry, reflecting a focus on stability and long-term value creation in a capital-intensive sector.

Corporate Governance

Legal Proceedings

• No Reporting Person nor, to the best of their knowledge, any Listed Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• No Reporting Person nor, to the best of their knowledge, any Listed Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• Randa Duncan Williams, as Chairman and Director of EPCO and Chairman of the Board and Director of EPD GP, received annual phantom unit awards (e.g., 475,000 phantom units in 2025) under the 2008 Enterprise Products Long-Term Incentive Plan. These awards are compensation for her role as a key EPCO employee.
• Affiliates of Ms. Williams' spouse, Alkek and Williams, Ltd. ('Alkek') and Chaswil, Ltd. ('Chaswil'), acquired 40,182 and 6,687 Common Units, respectively, between May 2024 and February 2025 through the Issuer's Distribution Reinvestment Plan (DRIP). The funds for these purchases came from quarterly cash distributions paid by the Issuer to these entities.

Stakeholder Impact

• Shareholders: The continued significant beneficial ownership by the Duncan family and related entities provides stability and long-term alignment of interests. The phantom unit awards incentivize key management, potentially leading to improved performance.
• Employees: Randa Duncan Williams, as a key EPCO employee, benefits from the long-term incentive plan, which aims to encourage superior performance.
• Creditors: The reduction in pledged collateral for EPCO Holdings' credit agreement from 18,000,000 to 15,000,000 Common Units may indicate a slightly reduced security for lenders, though it could also reflect improved creditworthiness or financial standing of the borrower.

Next Steps

• The 2022 Phantom Units are expected to vest on February 16, 2026.
• The 2023 Phantom Units are expected to vest on February 16, 2027.
• The 2024 Phantom Units are expected to vest on February 16, 2028.
• The 2025 Phantom Units are expected to vest on February 16, 2029.

Key Dates

Recommendation

Keywords

Enterprise Products Partners, EPD, Schedule 13D, Beneficial Ownership, Randa Duncan Williams, Duncan Family, Midstream, Energy Infrastructure, Master Limited Partnership, MLP, Phantom Units, DRIP, Credit Agreement, Collateral