[Form 4] Plains All American Pipeline, L.P. Insider Trading Activity

Rhea-AI Filing Summary

Plains All American Pipeline, L.P. reporting person Chris R. Chandler, EVP & COO, shows a mix of grants and a sale on 08/14/2025. The filing reports a disposition of 89,665 common units at $17.78, leaving 493,904 units held direct. On the same date Chandler received 227,864 phantom units (long-term incentive) and additional phantom unit awards totaling 472,250 units that convert one-for-one to common units upon vesting. Vesting schedules and performance conditions apply, with final vesting dates tied to August 2028 distribution dates. The form was signed by an attorney-in-fact on 08/18/2025.

Positive

• Large LTIP awards (phantom units totaling 700,114 across grants) align executive incentives with long-term performance
• Performance-based vesting tied to TSR and cumulative DCF per unit creates measurable targets for payout
• Distribution equivalent rights (DERs) included, preserving economic equivalence to common units during vesting

Negative

• Reported sale of 89,665 common units at $17.78 reduced direct holdings to 493,904 units
• Vesting outcomes are uncertain because tranches depend on future TSR, DCF/CUE outcomes and leverage conditions

Insights

Compensation Analyst

TL;DR: Significant LTIP phantom-unit grants with multi-year performance and vesting conditions, paired with a modest open-market sell.

The filing documents material long-term incentive awards: 227,864 immediate phantom units plus structured performance- and time-based phantom awards totaling 472,250 units deliverable one-for-one into common units upon vesting. Performance metrics include TSR versus peers and cumulative distributable cash flow per unit with defined payout curves and leverage-based reduction mechanics. The reported sale of 89,665 units at $17.78 reduced direct holdings to 493,904 units. These actions align executive pay with multi-year operational and market outcomes.

Corporate Governance Expert

TL;DR: Routine insider reporting of compensation grants and a disposition; governance controls visible through performance conditions.

The Form 4 shows standard governance features: phantom units include distribution equivalent rights and vesting tied to service, TSR relative ranking, and cumulative DCF/CUE targets with explicit payout ranges and potential reductions tied to leverage. The detailed vesting and DER payment schedules indicate structured retention and performance alignment. The filing was executed by an attorney-in-fact, and no unexplained related-party transactions or irregularities are disclosed.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Chandler Chris R.

(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 & COO

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

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

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
Common Units	08/14/2025		M		227,864	A	$0	583,569	D
Common Units	08/14/2025		F		89,665	D	$17.78	493,904	D

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		M			227,864	08/14/2025	08/14/2025	Common Units	227,864	$0	0	D
Phantom Units(1)	(2)	08/14/2025		A		144,900		(3)(4)(5)	(3)(4)(5)	Common Units	144,900	$0	144,900	D
Phantom Units(6)	(2)	08/14/2025		A		327,350		08/14/2028(7)	08/14/2028	Common Units	327,350	$0	327,350	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. These phantom units will vest as follows: (a) Tranche 1, consisting of 72,450 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 36,225 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

4. (c) Tranche 3, consisting of 36,225 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.

5. 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.

6. Special long-term retention award of phantom units granted under Long-Term Incentive Plan (includes DERs payable in cash).

7. These phantom units will vest on the August 2028 distribution date assuming continued service through such date. One-third of the DERs associated with these phantom units 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, this portion of the DERs will be paid quarterly until the phantom units vest or terminate. Beginning with the August 2026 distribution date, an additional one-third of the DERs will vest each year on the August distribution date (such that 100% of the DERs will have vested by the August 2027 distribution date) and will be paid quarterly until the phantom units vest or terminate.

	/s/ Ann F. Gullion, as attorney-in-fact for Chis R. Chandler	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did Chris R. Chandler report on Form 4 for PAA?

The Form 4 reports on 08/14/2025 a disposition of 89,665 common units at $17.78 and grants including 227,864 phantom units plus additional phantom awards totaling 472,250 phantom units under the LTIP.

How many common units does Chandler beneficially own after the reported transactions?

Following the reported transactions Chandler beneficially owns 493,904 common units directly, as stated in the filing.

What performance metrics affect the phantom unit vesting?

Vesting depends on total shareholder return (TSR) versus a peer group and cumulative distributable cash flow per common unit equivalent (DCF/CUE) over the three-year period ending 6/30/2028, with specified payout ranges and leverage-based reductions.

When do the phantom unit tranches vest or pay distribution equivalents?

Tranches have August distribution date vesting mechanics: certain DERs pay beginning August 2026 and final vesting/payment dates occur on the August 2028 distribution date assuming continued service and satisfaction of performance conditions.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Ann F. Gullion as attorney-in-fact for Chris R. Chandler on 08/18/2025.