EPD

ENTERPRISE PRODUCTS PARTNERS L.P.

NYSE · ENERGY · NATURAL GAS TRANSMISSION

36.59

−0.39 −1.05%

USD · close Oct 21

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MKT CAP $79BP/E —DIV YIELD —FCF YIELD 4.38%REV TTM $58.5B +6.8%NET INCOME $6.3B +7.5%NET DEBT $13.8B52W 30.22 – 39.80SEC XBRL · TTM TO Invalid Date

How EPD rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

49%

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Added

544

new sentences

Dropped

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sentences removed

Length

+671

words, now 61,132

New in FY2025

EPA alleging that gasoline at two of our refined products terminals in Texas had exceeded certain Clean Air Act-related standards during two past regulatory control periods. • In November 2024 and January 2025, we received notices that the New Mexico Environment Department intended to pursue enforcement for alleged exceedances of emission limits, and alleged associated late emissions reports, at our recently acquired Pinon Midstream, LLC treating facility and compressor station on various occasions from 2021 through October 2024 (prior to our acquisition date).
As of January 31, 2026 , there were approximately 1,565 unitholders of record of our common units.
The Partnership made quarterly PIK distributions to preferred unitholders in the first, second, third and fourth quarters of 2025 of 20,965, 21,345, 21,732 and 22,025 preferred units, respectively.
With the exception of 95, 97 and 99 preferred units distributed to an unaffiliated third party in the first, second and third quarters of 2025 , respectively, all of the PIK distributions made during 2025 were to OTA Holdings, Inc.
The issuances of preferred units as PIK distributions during the year ended December 31, 2025 were undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Other than as described above, there were no sales of unregistered equity securities during the fourth quarter of 2025 .
Issuer Purchases of Equity Securities The following table summarizes our equity repurchase activity during the fourth quarter of 2025 : Period Total Number of Units Purchased Average Price Paid per Unit Total Number Of Units Purchased as Part of 2019 Buyback Program Remaining Dollar Amount of Units That May Be Purchased Under the 2019 Buyback Program ($ thousands) 2019 Buyback Program: (1) October 2025 n/a n/a n/a $ 3,612,544 November 2025 1,302,413 $ 31.30 1,302,413 $ 3,571,784 December 2025 280,925 $ 32.53 280,925 $ 3,562,647 Vesting of phantom unit awards: November 2025 (2) 6,568 $ 30.54 n/a n/a (1) In January 2019, we announced the 2019 Buyback Program, which authorized the repurchase of up to $2 billion of the Partnership’s common units.
In October 2025, we announced that the 2019 Buyback Program was increased to authorize the repurchase of up to $5 billion of the Partnership’s common units.
(2) Of the 25,214 phantom unit awards that vested in November 2025 and converted to common units, 6,568 units were sold back to us by employees to cover related withholding tax requirements.
For the Years Ended December 31, 2025, 2024 and 2023 The following discussion and analysis of our financial condition, results of operations and related information for the years ended December 31, 2025 and 2024 , including applicable year-to-year comparisons, should be read in conjunction with our Consolidated Financial Statements and accompanying notes included under Part II, Item 8 of this annual report.
Discussion and analysis of matters pertaining to the year ended December 31, 2023 and year-to-year comparisons between the years ended December 31, 2024 and 2023 are not included in this Form 10-K, but can be found under Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2024 that was filed on February 28, 2025 .
EPCO, together with its privately held affiliates, owned approximately 32.5% of the Partnership’s common units outstanding at December 31, 2025 .
As generally used in the energy industry and in this annual report, the acronyms below have the following meanings: /d = per day MMBPD = million barrels per day BBtus = billion British thermal units MMBtus = million British thermal units Bcf = billion cubic feet MMcf = million cubic feet BPD = barrels per day MWac = megawatts, alternating current MBPD = thousand barrels per day MWdc = megawatts, direct current MMBbls = million barrels TBtus = trillion British thermal units CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This annual report on Form 10-K for the year ended December 31, 2025 (our “annual report”) contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by us and information currently available to us.
Energy Information Administration (“EIA”) forecasts and expectations are derived from its February 2026 Short-Term Energy Outlook (“February 2026 STEO”), which was published on February 10, 2026.
The level of services we provide and the amount of hydrocarbons we purchase and sell continue to be driven by supply and demand fundamentals for hydrocarbon products.
These dynamics affect our financial position, results of operations and cash flows.
Entering 2026, global liquid hydrocarbon markets have shifted into a modest surplus as non-Organization of the Petroleum Exporting Countries (“non-OPEC”) supply growth, together with the scheduled easing of OPEC and Russia (collectively, the “OPEC+” group) production cuts, have contributed to inventory builds and placed downward pressure on liquid hydrocarbon prices relative to levels seen during 2024 and 2025.
Against this backdrop, broader macroeconomic conditions remain a key determinant of hydrocarbon demand.
Global economic growth, an important driver of demand, remains resilient but moderate.
In its January 2026 World Economic Outlook, the International Monetary Fund (“IMF”) projects global economic growth of 3.3% in 2026 and 3.2% in 2027 as headline inflation continues to ease.
The IMF notes that the U.S. remains a key contributor to near-term global growth amid ongoing technology investment, while Europe and other advanced economies are expected to experience more measured recoveries.
The IMF projects China’s economy to grow by 4.5% in 2026 as ongoing government-driven fiscal support, along with relative stabilization in trade conditions, help mitigate the effects of longer-term structural challenges.
Despite signs of resilience, the IMF continues to highlight risks associated with geopolitics, trade policy and uncertainty regarding productivity gains from artificial intelligence.
In addition to macroeconomic factors, policy developments and security considerations remain important factors affecting global energy markets.
Sanctions, political instability affecting certain crude oil‑exporting countries and security risks in key shipping corridors have contributed to ongoing uncertainty in global trade flows and may influence the availability, cost and routing of hydrocarbon supplies to global markets.
The OPEC+ group, which controls over 79% of the world’s proven crude oil reserves (as reported in the OPEC Annual Statistical Bulletin 2025), continues to have significant influence on global balances.
In 2024, the OPEC+ group announced that its baseline and first layer of voluntary cuts totaling 3.66 MMBPD would be extended well into 2025, and certain members agreed to extend the second layer of voluntary cuts of 2.2 MMBPD until the end of March 2025.
Beginning in April 2025, the OPEC+ group began unwinding the second layer of voluntary cuts at a faster than announced pace, completing a full restoration of the 2.2 MMBPD by the fall of 2025.
On February 1, 2026, eight OPEC+ group member nations agreed to maintain their pause of the ongoing restoration of the baseline cut and the first layer of voluntary cuts.
The group reiterated that these volumes could still return to the market either partially or in full, but would happen only in a gradual manner depending on evolving market conditions.
These OPEC+ group decisions will affect near-term balances and crude oil prices, which may influence the incentives for non-OPEC production throughout the world.
While these global factors shape the broader market, U.S. supply trends continue to play an important role.
U.S. producers achieved a new crude oil production record of 13.6 MMBPD in 2025, with the Permian Basin remaining the primary contributor to supply growth.
The EIA projects that 2026 U.S. crude oil output will be roughly flat due to softer prices and slower drilling activity, followed by a modest decline in 2027.
As of January 29, 2026, the price of West Texas Intermediate (“WTI”) crude oil (as reported by New York Mercantile Exchange (“NYMEX”)) was $65.42 per barrel, largely in line with the 2025 calendar year average of $64.83 per barrel.
The EIA expects WTI crude oil to average $53.42 per barrel in 2026, reflecting production growth outpacing consumption and inventory builds that are expected to persist into 2027.
The EIA expects Permian Basin crude oil production in 2026 and 2027 to remain largely unchanged from its record level of 6.6 MMBPD in 2025 as impacts from reduced rig counts are offset by increases in production efficiency out of maturing wells.
Despite this forecast, we believe that natural gas and NGL production volumes will continue to grow due to rising gas-to-oil ratios (ratio of natural gas production to crude oil production) in the basin.
For natural gas, the EIA forecasts U.S. dry natural gas production to increase approximately 2% in 2026 to 110 Bcf/d, with additional growth of approximately 1% expected in 2027, driven primarily by Permian Basin and Haynesville growth supported by midstream additions.
The price of natural gas, as measured by the NYMEX at Henry Hub, was $3.92 per MMBtu as of January 29, 2026, approximately 8% above the 2025 calendar year average of $3.62 per MMBtu.

and 504 more.

Gone since FY2024

EPA alleging that gasoline at two of our refined products terminals in Texas had exceeded certain Clean Air Act-related standards during two past regulatory control periods. • In August 2022, we received two Notices of Enforcement from the Texas Commission on Environmental Quality for alleged exceedances of air permit emission limits at our PDH 1 and iBDH facilities in Texas. • In November 2024 and January 2025, we received notices that the New Mexico Environment Department intended to pursue enforcement for alleged exceedances of emission limits, and alleged associated late emissions reports, at our recently acquired Pinon Midstream treating facility and compressor station on various occasions from 2021 through October 2024 (prior to our acquisition date).
As of January 31, 2025, there were approximately 1,700 unitholders of record of our common units.
The Partnership made quarterly PIK distributions to preferred unitholders in the first, second, third and fourth quarters of 2024 of 19,423, 19,865, 20,225 and 20,591 preferred units, respectively.
With the exception of 90, 92 and 93 preferred units distributed to an unaffiliated third party in the second, third and fourth quarters of 2024, respectively, all of the PIK distributions made during 2024 were to OTA Holdings, Inc.
The issuances of preferred units as PIK distributions during the year ended December 31, 2024 were undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Other than as described above, there were no sales of unregistered equity securities during the fourth quarter of 2024.
Issuer Purchases of Equity Securities The following table summarizes our equity repurchase activity during the fourth quarter of 2024: Period Total Number of Units Purchased Average Price Paid per Unit Total Number Of Units Purchased as Part of 2019 Buyback Program Remaining Dollar Amount of Units That May Be Purchased Under the 2019 Buyback Program ($ thousands) 2019 Buyback Program: (1) October 2024 177,074 $ 29.30 177,074 $ 920,520 November 2024 1,538,423 $ 29.56 1,538,423 $ 875,038 December 2024 387,946 $ 31.94 387,946 $ 862,646 Vesting of phantom unit awards: November 2024 (2) 17,777 $ 28.87 n/a n/a (1) In January 2019, we announced the 2019 Buyback Program, which authorized the repurchase of up to $2 billion of EPD’s common units.
(2) Of the 69,142 phantom unit awards that vested in November 2024 and converted to common units, 17,777 units were sold back to us by employees to cover related withholding tax requirements.
For the Years Ended December 31, 2024, 2023 and 2022 The following discussion and analysis of our financial condition, results of operations and related information for the years ended December 31, 2024 and 2023, including applicable year-to-year comparisons, should be read in conjunction with our Consolidated Financial Statements and accompanying notes included under Part II, Item 8 of this annual report.
Discussion and analysis of matters pertaining to the year ended December 31, 2022 and year-to-year comparisons between the years ended December 31, 2023 and 2022 are not included in this Form 10-K, but can be found under Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2023 that was filed on February 28, 2024.
EPCO, together with its privately held affiliates, owned approximately 32.4 % of the Partnership’s common units outstanding at December 31, 2024.
As generally used in the energy industry and in this annual report, the acronyms below have the following meanings: /d = per day MMBPD = million barrels per day BBtus = billion British thermal units MMBtus = million British thermal units Bcf = billion cubic feet MMcf = million cubic feet BPD = barrels per day MWac = megawatts, alternating current MBPD = thousand barrels per day MWdc = megawatts, direct current MMBbls = million barrels TBtus = trillion British thermal units CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This annual report on Form 10-K for the year ended December 31, 2024 (our “annual report”) contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by us and information currently available to us.
Energy Information Administration (“EIA”) forecasts and expectations are derived from its February 2025 Short-Term Energy Outlook (“February 2025 STEO”), which was published on February 11, 2025.
The level of services we provide and the amount of volumes we purchase and sell are affected by changes in supply and demand fundamentals for hydrocarbon products.
These fundamentals impact our financial position, results of operations and cash flows.
During 2024, hydrocarbon supply and demand were relatively balanced as crude oil production cuts maintained by members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (collectively, the “OPEC+” group) helped offset increased production levels in the United States, Canada and South America.
Although crude oil prices were relatively stable and natural gas prices reflected some upward momentum in 2024, our Current Outlook acknowledges several factors that could affect the near-term balance in supply and demand.
Global economic growth is arguably the most significant factor influencing overall hydrocarbon supply and demand.
In its January 2025 World Economic Outlook, the International Monetary Fund (“IMF”) projected global growth at 3.3% for both 2025 and 2026.
Growth in the U.S. is expected to be 2.7% in 2025 as underlying consumer demand remains robust, reflecting strong wealth effects, less restrictive monetary policy and supportive financial conditions.
In Europe, growth in 2025 is expected to accelerate but at a gradual pace of 1.0% with geopolitical tensions weighing on sentiment, weaker momentum in manufacturing due to higher energy costs and further political and policy uncertainty.
China is expected to grow at 4.6% in 2025 as the fiscal stimulus package announced in November 2024 to address a slowdown in consumption largely offsets the adverse effects on investment from heightened trade policy uncertainty and the continued instability of the property market.
The IMF expects global headline inflation to decline to 4.2% in 2025 and further to 3.5% in 2026 as the gradual cooling of labor markets is expected to keep consumer demand pressures in check.
Geopolitical conflicts can also impact hydrocarbon supply and demand.
Sanctions imposed on Russia following its February 2022 invasion of Ukraine have largely been circumvented over time through the use of alternative trade routes to willing buyers.
Treasury Department to increase pressure on Russian energy revenue by imposing sanctions in January 2025 on certain oil-carrying vessels, Russian-based oilfield services providers and Russian energy officials.
Attacks on vessels transiting the Gulf of Aden by Houthi rebels in Yemen have disrupted shipping routes causing delays and increased shipping costs as major ship operators avoid the area and transit longer routes.
Treasury Department expanded sanctions on Iran’s petroleum and petrochemical sectors to limit Iran’s revenue from energy exports and disrupt its ability to fund programs that threaten peace in the Middle East.
In North Africa, the ongoing political instability and conflicts in Libya have periodically disrupted its oil production, refining operations and exports.
Further escalation of these situations has the potential to affect a significant portion of hydrocarbon supplies from Russia, the Middle East and North Africa to global markets.
The OPEC+ group, which controls over 80% of the world’s proven crude oil reserves (as reported in the OPEC Annual Statistical Bulletin 2024), continues to have a significant impact on the global balance of supply and demand through its decisions to cut, maintain or increase production levels.
During 2024, the OPEC+ group announced that its original cuts of 3.66 MMBPD would be extended well into 2025, and certain of its members agreed to extend the voluntary incremental production cuts of 2.2 MMBPD until the end of March 2025.
Per the agreement, these voluntary cuts will gradually be phased out on a monthly basis from that point forward until the end of September 2026.
Should there be discord among OPEC+ group member nations, including an unwillingness to abide by or extend the agreed-upon levels of crude oil production, global crude oil prices and production could be significantly affected.
U.S. crude oil and natural gas producers have continued to increase production to record levels, particularly in the Permian Basin, thanks in part to innovations in both drilling and completion techniques.
This growth has been dependent on the availability of both crude oil and natural gas export capacity due to limited growth in domestic consumption.
As of January 28, 2025, the price of West Texas Intermediate (“WTI”) crude oil (as reported by New York Mercantile Exchange (“NYMEX”)) was $73.77 per barrel, slightly below the 2024 calendar year average of $75.76 per barrel.
The price of natural gas, as measured by the NYMEX at Henry Hub, was $3.47 per MMBtu as of January 28, 2025, which is 44% higher than the 2024 calendar year average of $2.41 per MMBtu.
The phase-out of certain voluntary OPEC+ group cuts starting in April 2025 could put downward pressure on crude oil prices while any delays in the start-up of facilities that are expected to expand U.S.
LNG export capacity in 2025 could put downward pressure on natural gas prices.

and 493 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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