Plains All American (PAA) CFO Transaction: Phantom Unit Grant and Unit Sale Detailed
Rhea-AI Filing Summary
Plains All American Pipeline, L.P. (PAA) Form 4: Al Swanson, EVP & CFO, reported transactions on 08/14/2025. He received 176,731 phantom units under the long-term incentive plan and acquired an equivalent number of common-unit deliverable rights; these carry distribution-equivalent rights payable in cash. He disposed of 69,544 common units at $17.78 and reported total beneficial ownership of 671,445 common units before the $17.78 sale left him with 601,901 common units. The phantom units vest in three tranches with performance and service conditions through August 2028.
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Insights
TL;DR: Executive received long-term incentive phantom units tied to multi-metric, three-year vesting, aligning pay with performance.
Al Swanson was granted 176,731 phantom units that convert one-for-one into common units upon vesting and include distribution-equivalent cash rights. Vesting is split across three tranches with time-based service and performance-based conditions tied to total shareholder return and cumulative distributable cash flow per unit through 6/30/2028. One tranche accrues and pays DERs earlier. The award structure mixes retention and pay-for-performance features and increases potential future dilution by up to 176,731 units if fully vested.
TL;DR: Officer sold 69,544 units at $17.78 and reported subsequent ownership; retained substantial economic exposure via phantom units.
The Form 4 discloses a sale of 69,544 common units at $17.78 reducing direct holdings from 671,445 to 601,901 units. Concurrently, a grant and deemed acquisition of phantom units (176,731) was reported with $0 immediate exercise price. The filing lists the transactions as codes M and F for acquisitions and dispositions; it provides explicit vesting schedules and payout mechanics, enabling precise tracking of potential future share delivery and cash DER obligations.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Units | 176,731 | $0.00 | -- |
| Grant/Award | Phantom Units | 108,850 | $0.00 | -- |
| Exercise | Common Units | 176,731 | $0.00 | -- |
| Tax Withholding | Common Units | 69,544 | $17.78 | $1.24M |
Footnotes (1)
- Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash). One common unit is deliverable, upon vesting, for each Phantom Unit that vests. These phantom units will vest as follows: (a) Tranche 1, consisting of 54,425 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 27,212 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 (c) Tranche 3, consisting of 27,213 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. 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.
