Plains (PAA) Exec Goebel Reports Large Phantom Grants and Unit Sale

Rhea-AI Filing Summary

Jeremy L. Goebel, Executive Vice President & Chief Commercial Officer of Plains All American Pipeline, L.P. (PAA), reported multiple transactions and long-term incentive grants on 08/14/2025. He recorded a direct holding of 227,864 common units after an acquisition coded M and reported a prior direct holding line showing 138,199 units. He disposed of 89,665 common units at $17.78. He also reports indirect beneficial ownership of 518,936 common units held through a family limited partnership. In addition, Mr. Goebel received several phantom unit awards under the Long-Term Incentive Plan: 227,864 phantom units (distribution-equivalent rights), 144,900 performance-based phantom units with three-year TSR and DCF/CUE vesting tests, and a special retention award of 545,550 phantom units vesting by August 2030 with staged DER payouts.

Positive

• Large long-term incentive awards disclosed: total phantom unit grants of 227,864, 144,900, and 545,550 demonstrating retention and performance alignment
• Performance metrics specified: Tranche metrics tie payouts to TSR versus peers and cumulative DCF/CUE targets with precise thresholds
• Detailed DER payment schedule: distribution-equivalent rights and staged payment timing are clearly defined for each tranche

Negative

• Reported disposition of common units: sale of 89,665 common units at $17.78
• Potential concentration via indirect holding: 518,936 common units held indirectly through a family limited partnership (disclosed as indirect ownership)

Insights

Financial Analyst

TL;DR: Significant long-term incentive awards and a partial disposition indicate executive compensation actions, with material award sizes disclosed.

The filing documents sizable phantom unit grants totaling 918,314 phantom units across awards (227,864+144,900+545,550) and a cash sale of 89,665 common units at $17.78. Performance-based tranches (144,900 units) tie payout to three-year TSR versus peers and cumulative distributable cash flow targets, aligning pay with multi-year performance metrics. The special retention award vests by August 2030 with staged DER payments. Reported indirect beneficial ownership of 518,936 units via a family limited partnership is material to insider holdings disclosure. These items are routine for executive equity compensation but are large in absolute terms.

Corporate Governance Expert

TL;DR: The filing shows structured, multi-year incentive design with performance and retention components, disclosed per Section 16 requirements.

The awards consist of time-based and performance-based phantom units with explicit vesting conditions and distribution-equivalent right (DER) payment mechanics. Tranche specifics—TSR ranking vs. peers and cumulative DCF/CUE hurdles ($7.56 to $9.24 range with 100% at $8.40)—are disclosed, providing clear performance benchmarks. The mix of immediate and deferred DER payments and the use of a family limited partnership for indirect holdings reflect common governance and tax structuring practices. Disclosure appears complete and conforms to Form 4 reporting obligations.

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^*

Goebel Jeremy L.

(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 & CCO

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	227,864	D
Common Units	08/14/2025		F		89,665	D	$17.78	138,199	D
Common Units	08/14/2025		G		138,199	D	$0	0	D
Common Units	08/14/2025		G		138,199	A	$0	518,936	I	By Family Limited Partnership

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		545,550		08/14/2030(7)	08/14/2030	Common Units	545,550	$0	545,550	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 2030 distribution date assuming continued service through such date. 20% 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 20% of the DERs will vest each year on the August distribution date (such that 100% of the DERs will have vested by the August 2029 distribution date) and will be paid quarterly until the phantom units vest or terminate.

	/s/ Jeremy L. Goebel	08/18/2025
	** Signature of Reporting Person	Date
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FAQ

How many phantom units did Jeremy L. Goebel receive in the Form 4 for PAA?

The Form 4 discloses grants of 227,864, 144,900, and 545,550 phantom units.

What performance conditions apply to the 144,900 phantom units reported by PAA insider Jeremy Goebel?

The 144,900 units include tranches tied to three-year TSR versus a peer group and to cumulative distributable cash flow per unit (DCF/CUE) targets with specified payout ranges and thresholds.

Did Jeremy Goebel sell any PAA common units and at what price?

Yes. The filing shows a disposal of 89,665 common units at a price of $17.78 on 08/14/2025.

What is Jeremy Goebel's beneficial ownership following the reported transactions?

The Form 4 lists a direct holding of 227,864 common units on one line and an indirect beneficial ownership of 518,936 common units through a family limited partnership.

When do the special retention phantom units vest?

The special long-term retention award of 545,550 phantom units is scheduled to vest on the August 2030 distribution date, assuming continued service.