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Plains All American EPIC deal would put 2025 EPS at $1.01

PLAINS ALL AMERICAN PIPELINE, L.P.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PLAINS ALL AMERICAN PIPELINE, L.P. (PAA) has filed unaudited pro forma condensed combined financial information showing how its results for the year ended December 31, 2025 would look assuming the acquisition of 100% of EPIC Crude Holdings, LP and its general partner had occurred on January 1, 2025. The Transaction is accounted for as a business combination under ASC 805 and reflects PAA’s now full ownership and operation of the Cactus III Pipeline.

On a pro forma basis, revenue for 2025 would have been $44,464 million, compared with PAA’s historical $44,262 million, and operating income would have been $1,524 million. Pro forma net income attributable to PAA from continuing operations is shown as $975 million, versus historical $1,052 million, and pro forma net income per common unit from continuing operations is $1.01 versus $1.12, based on 704 million weighted average common units. Management emphasizes that the pro forma figures are illustrative only, exclude any synergies or integration costs, and are based on transaction accounting adjustments considered factually supportable.

Positive

  • None.

Negative

  • None.

Filing Explained

The EPIC Transactions were completed on 2025-10-31 and 2025-11-01; the filing states they involved no issuance or redemption of securities, so no transaction-based dilution of existing common-unit ownership is disclosed.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
PAA Historical Revenue 2025 $44,262 million Year ended December 31, 2025, before EPIC pro forma combination
EPIC Revenue 2025 (As Adjusted) $202 million EPIC Crude Holdings adjusted historical revenue for 2025
PAA Pro Forma Combined Revenue 2025 $44,464 million Year ended December 31, 2025, assuming Transaction as of January 1, 2025
PAA Pro Forma Operating Income 2025 $1,524 million Operating income from continuing operations on a pro forma combined basis for 2025
PAA Historical Net Income Attributable from Continuing Operations 2025 $1,052 million Net income attributable to PAA from continuing operations before Transaction adjustments
PAA Pro Forma Net Income Attributable from Continuing Operations 2025 $975 million Net income attributable to PAA from continuing operations on a pro forma combined basis
Pro Forma Net Income per Common Unit 2025 $1.01 per unit Pro forma basic and diluted net income per common unit from continuing operations
Reclassification of Margin to Purchases and Related Costs $125 million Amount reclassified from Revenue to Purchases and related costs for 2025
unaudited pro forma condensed combined financial information financial
"The unaudited pro forma condensed combined financial information has been prepared in accordance"
Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.
Transaction Accounting Adjustments financial
"includes pro forma adjustments that are directly attributable to the Transaction and factually supportable"
ASC 805 financial
"using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification 805"
ASC 805 is the U.S. accounting standard that governs how companies record and report business acquisitions, including how purchased assets, assumed liabilities and goodwill are measured on the buyer’s balance sheet. It matters to investors because the accounting choices under ASC 805 determine the reported value of an acquisition and future profit or loss effects—similar to how different ways of listing items in a household budget change the appearance of your finances and the story they tell.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Article 11 of SEC Regulation S-X regulatory
"prepared in accordance with Article 11 of SEC Regulation S-X and includes pro forma adjustments"
Pro Forma Revenue $44,464 million Includes $202 million from EPIC Crude Holdings compared with PAA historical $44,262 million
Pro Forma Operating Income $1,524 million Reflects Transaction accounting adjustments and inclusion of EPIC operations
Pro Forma Net Income Attributable to PAA from Continuing Operations $975 million Derived from PAA historical $1,052 million plus $23 million EPIC net income and $(100) million adjustments
Pro Forma Net Income per Common Unit from Continuing Operations $1.01 Compared with historical $1.12 per common unit, based on 704 million units

FAQ

What transaction does PAA (PAA) reflect in its new pro forma 2025 financials?
The pro forma information reflects PAA’s acquisition of 100% of EPIC Crude Holdings, LP and EPIC GP, including the Cactus III Pipeline, treating the EPIC 55% and EPIC 45% transactions as a single business combination effective January 1, 2025 for illustration.

What is PAA’s pro forma 2025 revenue including EPIC Crude Holdings?
For 2025, pro forma combined revenue is shown as $44,464 million, consisting of PAA’s historical $44,262 million plus EPIC Crude Holdings’ $202 million, with reclassifications made to conform EPIC’s presentation to PAA’s accounting policies.

How does PAA’s pro forma 2025 net income compare to historical results?
Pro forma net income attributable to PAA from continuing operations is $975 million versus historical $1,052 million. The pro forma figure includes $23 million of EPIC net income and $(100) million of transaction accounting adjustments related to the business combination.

What is PAA’s pro forma 2025 net income per common unit?
Pro forma basic and diluted net income per common unit from continuing operations is $1.01, compared with historical $1.12, based on 704 million basic and diluted weighted average common units outstanding, assuming no issuance or redemption of securities in the Transaction.

How did EPIC Crude Holdings perform in 2025 before combining with PAA?
EPIC Crude Holdings’ adjusted historical statement shows $202 million of revenue, $96 million of income from operations, and $23 million of net income for 2025, after reclassifying $125 million of margin from Revenue to Purchases and related costs to align with PAA’s accounting.

Do the PAA pro forma figures include expected synergies from the EPIC acquisition?
No. PAA states that the unaudited pro forma condensed combined financial information includes only transaction accounting adjustments under Article 11 of Regulation S‑X and does not reflect any anticipated synergies, dis-synergies, integration costs, or other potential impacts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001070423 PLAINS ALL AMERICAN PIPELINE LP 0001070423 2026-09-08 2026-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

PLAINS ALL AMERICAN PIPELINE LP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) — September 8, 2026

 

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware 1-14569 76-0582150
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

 

713-646-4100

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which  registered
Common Units   PAA   The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

Plains All American Pipeline, L.P. (“PAA”) is providing an unaudited pro forma condensed statement of combined operations of PAA for the year ended December 31, 2025 (the “pro forma statement of operations”), as described in Item 8.01 below and which is incorporated into this Item 2.02 by reference. The pro forma statement of operations gives effect to (1) the purchase completed on October 1, 2025 of an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”), the entity that owned and operated the Cactus III Pipeline (formerly known as the EPIC Crude Oil Pipeline), and an aggregate 55% of the membership interests in EPIC Crude Holdings GP, LLC (“EPIC GP”), the general partner of EPIC Crude Holdings (the “EPIC 55% Transaction”) and (2) the purchase effective November 1, 2025 of the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP (the “EPIC 45% Transaction,” and, together with the EPIC 55% Transaction, the “Transactions”), as if such Transactions had been consummated on January 1, 2025.

 

Item 8.01. Other Events.

 

Pro Forma Financials

 

The following pro forma financial information, which gives effect to the Transactions as if they had been consummated on January 1, 2025, is provided in Exhibit 99.1 attached hereto:

 

·Unaudited Pro Forma Condensed Statement of Combined Operations for the year ended December 31, 2025 and the notes thereto.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		   Description
99.1   Unaudited Pro Forma Condensed Statement of Combined Operations for the year ended December 31, 2025 and the notes thereto.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PLAINS ALL AMERICAN PIPELINE, L.P.
     
  By: PAA GP LLC, its general partner
     
  By: Plains AAP, L.P., its sole member
     
  By: Plains All American GP LLC, its general partner
     
Date: September 8, 2026 By: /s/ Russ Montgomery 
  Name: Russ Montgomery
  Title: Vice President, Accounting and Chief Accounting Officer 

 

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Exhibit 99.1

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On November 6, 2025, Plains All American Pipeline, L.P. (“PAA”, “we”, “us”, “our”, or the “Company”) filed a Current Report on Form 8-K, as amended on a Form 8-K/A filed on January 16, 2026, to report that on October 31, 2025, pursuant to a Purchase and Sale Agreement (the “PSA”) entered into on August 30, 2025 by and among a wholly-owned subsidiary (the “Buyer”) of PAA, and subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the “Sellers”), the Buyer completed the purchase from Sellers of an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”), the entity that owned and operated the Cactus III Pipeline, formerly known as the EPIC Crude Oil Pipeline (the “Cactus III Pipeline”), and an aggregate 55% of the membership interests in EPIC Crude Holdings GP, LLC (“EPIC GP”), the general partner of EPIC Crude Holdings (the “EPIC 55% Transaction”).

 

Effective November 1, 2025, in a separate transaction from the EPIC 55% Transaction, the Buyer also completed the purchase of the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP from a subsidiary of Ares Management LLC (the “Ares Seller”) pursuant to that certain definitive Equity Purchase Agreement (the “EPA”) between the Buyer and the Ares Seller (the “EPIC 45% Transaction,” and, together with the EPIC 55% Transaction, the “EPIC Transactions”).

 

As a result of the EPIC Transactions, PAA now indirectly owns 100% of the equity interests in EPIC Crude Holdings and 100% of the membership interests in EPIC GP and serves as operator of record of the Cactus III Pipeline. The EPIC Transactions are being reported in aggregate as a singular transaction (the “Transaction”) for purposes of the unaudited pro forma condensed combined financial information below due to EPIC Crude Holdings being managed by a common management team despite varying equity ownership.

 

The Transaction is accounted for as a business combination and thus the Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial information is based on assumptions that we believe are reasonable under the circumstances and are intended for informational purposes only.

 

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of SEC Regulation S-X and includes pro forma adjustments that are directly attributable to the Transaction and factually supportable. Certain reclassifications have been made to the historical presentation of EPIC Crude Holdings’ financial statements to conform to our presentation and to the presentation of the unaudited pro forma condensed combined financial information contained herein. See Note 4 for additional information.

 

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the following historical financial statements and accompanying notes of PAA and EPIC Crude Holdings:

 

·audited consolidated financial statements and related notes of PAA included in PAA’s Annual Report on Form 10-K for the year ended December 31, 2025;

 

·unaudited consolidated financial statements of EPIC Crude Holdings, LP and Subsidiaries as of and for the nine months ended September 30, 2025, filed as Exhibit 99.2 to PAA’s Form 8-K/A dated January 16, 2026.

 

The unaudited pro forma condensed combined financial information should also be read together with the accompanying notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments are based upon available information and certain assumptions, as described in the accompanying notes to the unaudited pro forma condensed combined financial information, which PAA believes are reasonable under the circumstances.

 

The following unaudited pro forma condensed statement of combined continuing operations for the year ended December 31, 2025 has been prepared as if the Transaction described above had taken place on January 1, 2025. Because the results of the Transaction are fully reflected in the audited consolidated balance sheet as of December 31, 2025 included in PAA’s Annual Report on Form 10-K for the year ended December 31, 2025, no pro forma balance sheet is included herein.

 

The unaudited pro forma condensed combined financial information was prepared to reflect transaction accounting adjustments that PAA believes are necessary to present a fair statement of the combined company’s results of operations following the Transaction. They do not reflect any anticipated synergies, integration costs, cost savings, or other potential impacts of combining the businesses. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is based on preliminary estimates and assumptions that are subject to change.

 

The unaudited pro forma condensed combined financial information is not necessarily indicative of the results of the actual or future operations or financial condition that would have been achieved had the Transaction occurred at the date assumed (as noted above). The actual results in the periods following the Transaction may differ significantly from those reflected in the unaudited pro forma condensed combined financial information for a number of reasons.

 

1

 

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED STATEMENT OF COMBINED CONTINUING OPERATIONS

For the Year Ended December 31, 2025
(in millions, except per unit data)

 

  

PAA

Historical

  

EPIC Historical

As Adjusted

(Note 4)

  

Pro Forma

Adjustments

(Note 2)

  

PAA

Pro Forma
Combined

 
REVENUES  $44,262   $202   $—   $44,464 
                     
COSTS AND EXPENSES                    
Purchases and related costs   40,433    (72)   —    40,361 
Field operating costs   1,154    63    —    1,217 
General and administrative expenses   342    19    —    361 
Depreciation and amortization   953    96    (96)(a)   1,055 
              47 (b)     
              55 (b)     
Gain on asset sales, net   (54)   —    —    (54)
Total costs and expenses   42,828    106    6    42,940 
                     
OPERATING INCOME   1,434    96    (6)   1,524 
                     
OTHER INCOME/(EXPENSE)                    
Equity earnings in unconsolidated entities   382    —    —    382 
Gain on investments in unconsolidated entities, net   31    —    —    31 
Interest expense   (554)   (73)   (94)(c)   (721)
Other income, net   108    —    —    108 
INCOME FROM CONTINUING OPERATIONS BEFORE TAX   1,401    23    (100)   1,324 
Current income tax expense from continuing operations   (1)   —    —    (1)
Deferred income tax expense from continuing operations   (14)   —    —    (14)
INCOME FROM CONTINUING OPERATIONS, NET OF TAX   1,386    23    (100)   1,309 
Net income attributable to noncontrolling interests from continuing operations   (334)   —    —    (334)
NET INCOME ATTRIBUTABLE TO PAA FROM CONTINUING OPERATIONS  $1,052   $23   $(100)  $975 
                     
NET INCOME PER COMMON UNIT:                    
Net income allocated to common unitholders - Basic and Diluted                    
Net income allocated to common unitholders from continuing operations - Basic and Diluted  $786             $709 
                     
Basic and diluted weighted average common units outstanding   704              704 
                     
Basic and diluted net income per common unit from continuing operations  $1.12             $1.01 

 

The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Combined Financial Information.

 

2

 

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Note 1 - Basis of Presentation

 

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X (“Article 11”). The unaudited pro forma condensed combined financial information includes adjustments that depict the accounting for the Transaction using Transaction Accounting Adjustments (as defined in Article 11). Adjustments depicting synergies and dis-synergies of the Transaction (“Management Adjustments”) are not presented herein.

 

The unaudited pro forma condensed combined financial information and underlying pro forma adjustments are based upon currently available information and certain estimates and assumptions that management believes are factually supportable; therefore, actual results could differ materially from the unaudited pro forma condensed combined financial information. However, we believe the assumptions provide a reasonable basis for presenting the significant effects of the Transaction noted herein. We believe the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

 

Note 2 - Pro Forma Adjustments

 

(a)Reflects the elimination of EPIC Crude Holdings’ historical depreciation and amortization of $96 million for the year ended December 31, 2025.

 

(b)Reflects the depreciation on the acquired property and equipment under the straight-line method of depreciation over a blended average useful life of 47 years resulting in incremental depreciation expense of $47 million for the year ended December 31, 2025. Also reflects the incremental amortization of the intangible assets under the declining balance method resulting in incremental amortization expense of $55 million for the year ended December 31, 2025.

 

(c)Represents the interest expense on the $1,901 million of financing as if such financing was obtained on or prior to January 1, 2025, and was outstanding for the entire year ended December 31, 2025. The interest rate assumed for purposes of preparing this unaudited pro forma condensed combined financial information was based off the one-month SOFR plus 1.125% as of the Closing Date. The amortization of debt issuance costs is not considered material to the unaudited pro forma condensed combined financial information.

 

Note 3 - Pro Forma Net Income Per Common Unit

 

Pro forma basic and diluted net income per common unit is determined by dividing the pro forma net income attributable to PAA (after deducting amounts allocated to preferred unitholders and participating securities) by the basic and diluted weighted average number of common units outstanding during the applicable periods. The Transaction did not involve the issuance or redemption of securities. For purposes of this calculation, we assumed that distributions were equal to historical PAA distributions for the respective periods; all remaining excess earnings were assumed to be allocated to our common unitholders and participating securities in accordance with the contractual terms of our partnership agreement. Because our partnership agreement requires us to distribute available cash rather than earnings reflected in our statement of operations and the pro forma net income per unit calculation has been prepared on an annual basis in lieu of a quarterly basis, actual cash distributions declared and paid by us may vary significantly from reported pro forma net income per common unit.

 

Note 4 - Reclassification of EPIC Crude Holdings’ Historical Financial Statements

 

Reclassification adjustments were made to EPIC Crude Holdings’ historical statements of operations for the nine months ended September 30, 2025 and for the period from October 1, 2025 to November 6, 2025. Certain income statement line items presented by EPIC Crude Holdings under GAAP have been reclassified to align with the presentation used by PAA under GAAP. In addition, EPIC Crude Holdings’ historical presentation of margin related to inventory exchanges has been conformed to PAA’s accounting policy, which results in a reclassification from Revenue to Purchases and related costs. The amount of reclassification was $125 million for the year ended December 31, 2025. These reclassification adjustments are shown in the table below:

 

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PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

EPIC CRUDE HOLDINGS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2025 and the Period from October 1, 2025 to November 6, 2025
(in millions)

 

   EPIC   EPIC         
   Historical for the
Nine Months
Ended September 
30, 2025		   Historical for the
Period from
October 1, 2025 to
November 6, 2025		   Reclassification
Adjustments		   EPIC Historical
As Adjusted		 
   (unaudited)   (unaudited)         
REVENUE  $295   $32   $(125)  $202 
                     
EXPENSES                    
Cost of goods sold   46    7    (53)   — 
Operations and maintenance   57    6    (63)   — 
Depreciation and amortization   86    10    —    96 
General and administrative   17    2    (19)   — 
Purchases and related costs   —    —    (72)   (72)
Field operating costs   —    —    63    63 
General and administrative expenses   —    —    19    19 
    206    25    (125)   106 
                     
INCOME FROM OPERATIONS   89    7    —    96 
                     
OTHER INCOME (EXPENSE)                    
Interest expense   (67)   (6)   —    (73)
                     
INCOME BEFORE TAXES   22    1    —    23 
                     
NET INCOME  $22   $1   $—   $23 

 

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