Plains All American (NYSE: PAA) amends EVP phantom unit grant details

Rhea-AI Filing Summary

Plains All American Pipeline LP reported an amended insider equity award for its EVP, General Counsel & Secretary. On 08/14/2025, the officer received 112,650 phantom units under the company’s Long-Term Incentive Plan, with each phantom unit tied to the future delivery of one common unit upon vesting and including distribution equivalent rights payable in cash.

The amendment corrects an earlier Form 4 filed on August 18, 2025 that had overstated the grant by 10,000 phantom units. The award is split into three tranches: Tranche 1 of 56,325 units vests on the August 2028 distribution date based on continued service. Tranche 2 of 28,162 units and Tranche 3 of 28,163 units may vest on the August 2028 distribution date based on total shareholder return versus a peer group and cumulative distributable cash flow per unit over a three‑year period ending June 30, 2028, with payouts ranging from 0% to 200% of target under specified performance conditions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McGee Richard K.

(Last) (First) (Middle)

333 CLAY STREET

SUITE 1600

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PLAINS ALL AMERICAN PIPELINE LP [ PAA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/18/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units(1)	(2)	08/14/2025		A		112,650(3)		(4)(5)(6)	(4)(5)(6)	Common Units	112,650(3)	$0	112,650(3)	D

Explanation of Responses:

1. Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

2. One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

3. The original Form 4 filed on August 18, 2025 inadvertently reported the acquisition of 10,000 more phantom units than were actually acquired; this amendment is being filed to correct the error.

4. These phantom units will vest as follows: (a) Tranche 1, consisting of 56,325 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 28,162 phantom units (assuming 100% payout at target), will potentially vest on the August 2028 distribution date at a scaled payout range of between 0% to 200% based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2028 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks, and with payout being subject to reduction by up to 25 basis points, but not below 100%, if actual TSR is negative); and

5. (c) Tranche 3, consisting of 28,163 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2028 distribution date at a scaled payout range of between 0% and 200% based on PAA achieving cumul. distributable cash flow (DCF) per common unit equivalent (CUE) of $8.40 over the 3-year period ending 6/30/28 (with payout equaling 100% at cumul. DCF/CUE over such period of $8.40 and being equal to 0% for cumul. DCF/CUE over such period of $7.56 or lower and 200% for cumul. DCF/CUE over such period of $9.24 or higher, with interpolation btw. such points, and with payout being subject to reduction by 25 basis pts. if PAA's leverage ratio (long term debt to adj. EBITDA as calculated pursuant to PAA's sr. unsecured revolving credit facility) as of 6/30/28 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.

6. DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. DERs associated with Tranches 2 and 3 will accrue during the three-year vesting period and be paid in cash in a lump sum on the August 2028 distribution date with respect to each phantom unit that vests, if any, on such date. Any Tranche 2 or Tranche 3 phantom units that are determined to not have vested as of the August 2028 distribution date shall expire as of such date.

	/s/ Richard K. McGee	01/08/2026
	** Signature of Reporting Person	Date
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FAQ

What insider equity award did Plains All American (PAA) disclose in this Form 4/A?

The filing shows that the EVP, General Counsel & Secretary of Plains All American Pipeline LP (PAA) received an award of 112,650 phantom units on 08/14/2025 under the company’s Long-Term Incentive Plan.

Why did Plains All American (PAA) file an amended Form 4/A?

The amendment states that the original Form 4 filed on August 18, 2025 inadvertently reported 10,000 more phantom units than were actually acquired, and this Form 4/A corrects the grant amount to 112,650 phantom units.

How are the 112,650 phantom units for the PAA executive structured?

The 112,650 phantom units are divided into three tranches: Tranche 1 with 56,325 units, Tranche 2 with 28,162 units (at 100% target), and Tranche 3 with 28,163 units (at 100% target), each tied to different service and performance conditions.

What performance conditions affect vesting of Tranche 2 phantom units at Plains All American (PAA)?

Tranche 2, consisting of 28,162 phantom units at 100% target, can vest on the August 2028 distribution date at a payout range of 0% to 200% based on PAA’s total shareholder return over the three-year period ending June 30, 2028 compared to a selected peer group, with payout based on numeric rank and possible reduction if total shareholder return is negative.

What performance conditions affect vesting of Tranche 3 phantom units at Plains All American (PAA)?

Tranche 3, consisting of 28,163 phantom units at 100% target, may vest on the August 2028 distribution date at a payout range of 0% to 200% based on achieving cumulative distributable cash flow per common unit equivalent of $8.40 over the three-year period ending June 30, 2028, with 0% payout at $7.56 or lower and 200% at $9.24 or higher, and a potential 25 basis point reduction if a disclosed leverage ratio threshold is exceeded.

How do distribution equivalent rights (DERs) work for the PAA phantom units?

The filing explains that DERs on Tranche 1 accrue for the first year and are paid in cash in a lump sum on the August 2026 distribution date, then are paid quarterly until vesting or termination. DERs for Tranches 2 and 3 accrue during the three-year vesting period and are paid in cash in a lump sum on the August 2028 distribution date for any phantom units that vest, with unvested units expiring on that date.