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Plains All Amer 8-K Filings

PAA NASDAQ

Every 8-K that Plains All Amer (PAA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow PAA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PAA filings page.

Rhea-AI 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.

Rhea-AI Summary

Plains All American Pipeline reported strong second-quarter 2026 results driven by the sale of its Canadian NGL Business. Net income attributable to PAA was $1.830 billion, including a net gain of approximately $1.6 billion on the divestiture, and net cash provided by operating activities was $956 million. Non-GAAP Adjusted EBITDA attributable to PAA reached $738 million, up 10% from the prior-year quarter, while adjusted net income attributable to PAA was $348 million and diluted adjusted net income per common unit was $0.41. Crude oil Adjusted EBITDA rose 19% to $690 million, partly offset by lower NGL contributions following the sale.

The Canadian NGL Business sale to Keyera closed May 12, 2026 and is reported as discontinued operations. It generated a net cash inflow of approximately $3.483 billion, enabling about $2.9 billion of debt reduction. Pro forma leverage was 3.3x, and total debt fell to $8.44 billion, lowering total debt-to-total book capitalization to 43% from 53% at year-end 2025.

PAA paid a quarterly cash distribution of $0.4175 per unit (10% higher year over year, $1.67 annualized), representing a current yield of roughly 7%, with a common unit distribution coverage ratio of 1.69x. Second-quarter Adjusted Free Cash Flow after Distributions was $3.842 billion. For 2026, management increased organic growth capital to $400–$450 million, reduced maintenance capital guidance to $175 million, and highlighted progress on capturing $50 million of Cactus III synergies and $50 million of targeted cost reductions.

Rhea-AI Summary

Plains All American Pipeline, L.P. entered into a new senior unsecured Revolving Credit Agreement providing committed borrowing capacity of $2.7 billion. Up to $800 million is available for letters of credit and up to $225 million for swing line loans, with an option to increase total commitments to $4.0 billion subject to additional lender commitments.

The facility matures on June 12, 2031 and allows one or more one-year extensions with lender approval. It permits certain Canadian subsidiaries to borrow in U.S. or Canadian dollars and obtain letters of credit up to the U.S. dollar equivalent of $1.0 billion. A quarterly-tested financial covenant limits the ratio of Consolidated Funded Indebtedness to adjusted Consolidated EBITDA to 5.00 to 1.00, increasing to 5.50 to 1.00 during an Acquisition Period. In connection with this agreement, the partnership repaid in full and terminated its prior revolving credit agreement and Hedged Inventory Facility.

Rhea-AI Summary

Plains All American Pipeline, L.P. announced a planned leadership transition in its accounting function. Effective September 1, 2026, Russ Montgomery will become Vice President, Accounting and Chief Accounting Officer of the general partners of both PAA and Plains GP Holdings, L.P.

Chris Herbold, who has been Senior Vice President, Finance and Chief Accounting Officer of PAA and PAGP, will retire from the company on August 31, 2026. Montgomery, age 50, has held progressively senior accounting roles at PAA since 2002, including serving as Vice President, Controller since 2019, and earlier experience with Arthur Andersen LLP.

Rhea-AI Summary

Plains All American Pipeline, L.P. reported the results of its 2026 annual meeting of common and Series A Convertible Preferred unitholders. Out of 530,943,161 units entitled to vote, 441,976,013 units were represented, an 83.2% participation rate. Unitholders instructed Plains All American on how to vote its Class C shares of Plains GP Holdings, L.P. for three items: electing four Class I directors, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and approving 2025 named executive officer compensation on a non-binding advisory basis. All four director nominees received between 97.7% and 98.3% of votes cast. Auditor ratification passed with 437,632,921 votes for, or 99.0% of votes cast. The advisory say-on-pay resolution passed with 188,931,812 votes for, or 60.5% of votes cast.

Rhea-AI Summary

Plains All American Pipeline, L.P. has appointed Cynthia B. Taylor as an independent Class III member of the board of PAA GP Holdings LLC, which manages the business and affairs of PAA and Plains GP Holdings, L.P. She will also serve on the Compensation Committee and the Health, Safety, Environmental and Sustainability Committee.

Taylor brings over 30 years of energy industry experience, including serving as Chief Executive Officer and President of Oil States International, Inc. from May 2007 until her retirement in May 2026, as well as prior senior finance roles. Consistent with the company’s non‑employee director compensation program, she will receive a $120,000 annual cash retainer and an annual grant of phantom Class A Shares of Plains GP Holdings with a grant-date market value of approximately $160,000, vesting in one year with associated distribution equivalent rights.

Rhea-AI Summary

Plains All American Pipeline completed the sale of its Canadian natural gas liquids business, Plains Midstream Canada ULC, to Keyera Corp. for approximately CAD $5.13 billion (about USD $3.76 billion). Net cash proceeds of roughly $3.3 billion, after taxes and expenses, will be used to reduce debt, including repayment of commercial paper, a term loan and 4.50% senior notes due December 2026, and for other general partnership purposes.

The company plans to terminate and fully repay its $1.1 billion senior unsecured term loan shortly after closing. Management describes this divestiture as completing Plains’ shift to a pure-play crude oil midstream business, with leverage expected to trend toward the middle of its targeted 3.25 to 3.75x range.

Rhea-AI Summary

Plains All American Pipeline (PAA) reported first-quarter 2026 net income attributable to PAA of $152 million, down from $443 million a year earlier, as discontinued operations and tax items weighed on GAAP results. Diluted net income per common unit was $0.14 versus $0.49.

On a non-GAAP basis, Adjusted EBITDA attributable to PAA was $730 million, a 3% decline from $754 million, while total revenues increased to $12,470 million. Crude Oil Adjusted EBITDA rose 4% to $582 million, partially offsetting a 23% drop in NGL Adjusted EBITDA to $145 million.

The company raised full-year 2026 Adjusted EBITDA guidance midpoint by $130 million to $2.880 billion +/- $75 million and now targets full-year 2026 Adjusted Free Cash Flow of approximately $1.850 billion. PAA paid a quarterly distribution of $0.4175 per unit (10% higher year-over-year), implying a stated yield of about 7.5%, with a common unit distribution coverage ratio of 1.46x. Pro forma leverage was 4.1x at quarter-end, and management expects leverage to trend toward the midpoint and then lower end of its 3.25x–3.75x target range after closing the Canadian NGL business divestiture.

Rhea-AI Summary

Plains All American Pipeline, L.P. entered into third amendments to its main revolving credit facility and its hedged inventory credit facility with Bank of America and other lenders. These amendments primarily substitute Plains Canada Liquid Pipelines ULC as a borrower in place of Plains Midstream Canada ULC.

In connection with this change, commitments to extend credit to Plains Midstream Canada ULC were terminated, that entity was released from its obligations and related collateral liens were released, while Plains Canada Liquid Pipelines ULC agreed to be bound by the existing credit agreements and, for the hedged inventory facility, granted new collateral. The company states that aggregate lender commitments, maturity dates, pricing, covenants and other material economic terms of both facilities remain unchanged.

Rhea-AI Summary

Plains All American Pipeline reported strong fourth-quarter and full-year 2025 results and outlined a 2026 outlook focused on crude oil infrastructure. Net income attributable to PAA was $342 million for the quarter and $1.435 billion for 2025, with net cash provided by operating activities of $785 million in Q4 and $2.936 billion for the year.

Full-year 2025 Adjusted EBITDA attributable to PAA reached $2.833 billion, while the pro forma leverage ratio was 3.9x at year-end. Management expects leverage to move back toward the 3.25–3.75x target range after the pending Canadian NGL business divestiture, expected to close toward the end of the first quarter of 2026.

For 2026, Plains targets an Adjusted EBITDA midpoint of $2.75 billion and approximately $1.80 billion of Adjusted Free Cash Flow (excluding changes in assets and liabilities and proceeds from the NGL sale). The partnership announced a $0.15 annualized distribution increase to $1.67 per unit, a 10% rise versus 2025, and lowered its distribution coverage ratio threshold from 160% to 150%, signaling confidence in more predictable cash flows and multi‑year distribution growth.

Rhea-AI Summary

Plains All American Pipeline, L.P. filed an amended current report to add detailed financial information related to its recently completed EPIC Pipeline acquisitions. A wholly owned subsidiary bought a 55% non-operated equity interest in EPIC Crude Holdings, LP and a 55% interest in its general partner from subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc., then purchased the remaining 45% interests from an Ares Management LLC subsidiary. As a result, Plains All American now indirectly owns 100% of EPIC Crude Holdings and its general partner and will serve as operator of record of the EPIC Crude Oil Pipeline.

The amendment supplies audited financial statements of EPIC Crude Holdings for 2023 and 2024, unaudited financials for the nine months ended September 30, 2025, and unaudited pro forma condensed combined financial information for Plains All American. These statements are intended to help investors understand how full ownership of the EPIC Pipeline business affects Plains All American’s consolidated financial position and results.

Rhea-AI Summary

Plains All American Pipeline, L.P. (PAA) completed a public debt offering of $750 million, consisting of $300 million of 4.700% Senior Notes due 2031 and $450 million of 5.600% Senior Notes due 2036. These are additional issuances to notes first issued on September 8, 2025, and form a single series with identical terms.

Following this add-on, each series now has $1 billion aggregate principal amount outstanding. The 2031 notes mature on January 15, 2031, and the 2036 notes on January 15, 2036, with interest payable on January 15 and July 15, starting January 15, 2026. The notes are senior unsecured obligations, pari passu with existing senior debt and effectively subordinated to secured debt. The indenture includes customary covenants limiting sale-leasebacks, liens, mergers, and asset sales, subject to exceptions, and customary events of default.

The offering was conducted under an effective Form S-3, with an underwriting agreement entered on November 10, 2025.

Rhea-AI Summary

Plains All American Pipeline (PAA) completed two transactions to acquire 100% of EPIC Crude Holdings and its general partner, becoming operator of the EPIC Pipeline. On October 31, PAA’s subsidiary bought an aggregate 55% non‑operated equity interest from subsidiaries of Diamondback Energy and Kinetik Holdings for approximately $1.57 billion, inclusive of about $600 million of EPIC Term Loan debt, with a potential earnout of about $193 million if a capacity expansion to at least 900,000 barrels per day is sanctioned before the end of 2027.

Effective November 1, it purchased the remaining 45% from an Ares affiliate for approximately $1.33 billion, inclusive of about $500 million of EPIC Term Loan debt, with a potential earnout of up to about $157 million tied to incremental expansion capacity sanctioned before the end of 2028. As of November 1, EPIC’s credit facilities included a $1.2 billion term loan (about $1.1 billion outstanding) maturing in 2031 and a $125 million revolver (no borrowings) maturing in 2029, with covenants requiring a Debt Service Coverage Ratio ≥ 1.10x and a Consolidated Superpriority Leverage Ratio ≤ 1.00x. EPIC assets include ~800 miles of pipelines, over 600,000 barrels per day of capacity, ~7 million barrels of storage, and over 200,000 barrels per day of export capacity.

Rhea-AI Summary

Plains All American Pipeline (PAA) furnished a press release announcing its third‑quarter 2025 results. The release is attached as Exhibit 99.1 to an 8‑K under Items 2.02 and 7.01.

The company states this information is provided under General Instruction B.2, meaning it is furnished, not filed, is not subject to Section 18 liabilities, and is not incorporated by reference into Securities Act or Exchange Act filings.

Rhea-AI Summary

Plains All American Pipeline, L.P. disclosed entry into a material definitive agreement concerning notes and an indenture that defines specific events of default and cross-default thresholds. The filing lists typical events that would allow acceleration or other remedies, including payment defaults on interest or principal, failures to meet indenture obligations after notice and grace periods, and bankruptcy or insolvency events. It also specifies a cross-default threshold for other indebtedness of the partnership and its subsidiaries at $150.0 million, and notes circumstances where subsidiary guarantees could cease to be effective.

Rhea-AI Summary

Plains All American Pipeline, L.P. agreed to buy a 55% non-operated interest in EPIC Crude Holdings, LP, which owns and runs the EPIC Crude Oil Pipeline. The base purchase price is about $1.57 billion, including roughly $600 million of debt, and is subject to customary adjustments.

The buyer also agreed to a potential earnout of approximately $193 million if an expansion of the pipeline to at least 900,000 barrels per day is formally sanctioned before the end of 2027. EPIC Crude Holdings’ system includes about 800 miles of long-haul pipelines from the Permian and Eagle Ford basins to Corpus Christi, over 600,000 barrels per day of operating capacity, around 7 million barrels of storage, and more than 200,000 barrels per day of export capacity. Closing is expected in the first quarter of 2026, subject to regulatory and other customary conditions.

Rhea-AI Summary

Plains All American Pipeline, L.P. disclosed compensation grants consisting of 500,000 phantom units that will be paid in PAA common units when they vest. Vesting is performance-based: 25% vests when trailing four-quarter DCF per unit reaches $3.00 and the remaining 75% vests when trailing four-quarter DCF per unit reaches $3.50. Distribution equivalent rights (DERs) for a prior 2018 Promotional Grant vest in three tranches tied to DCF thresholds of $2.60 and $2.80, with one-third having vested in May 2019. The new phantom units and DERs also accelerate on specified terminations and will expire if unvested by October 1, 2030. Separate grants for Goebel and Chandler have fixed service vesting dates in August 2030 and August 2028, respectively, with DER payout schedules beginning August 2026.

Rhea-AI Summary

Plains All American Pipeline, L.P. filed a current report to furnish its second-quarter 2025 financial results. The partnership explains that it issued a press release on August 8, 2025 detailing these results, and has attached that release as Exhibit 99.1 to this report for investors to review.

The disclosure is made under items covering results of operations and Regulation FD. Plains All American clarifies that the press release information is being furnished rather than filed, which limits certain securities law liabilities and controls how the information is incorporated into other regulatory documents.