Plains All American Form 4 Reports LTIP Vesting and Unit Issuance

Rhea-AI Filing Summary

Plains All American Pipeline, L.P. (PAA) filed a Form 4 reporting issuance of equity tied to a long-term incentive plan. On 08/14/2025, 144,500 Class A shares of Plains GP Holdings, L.P. were issued upon vesting of LTIP awards. Pursuant to an Omnibus Agreement, an equal number of AAP Class A units were issued to Plains GP Holdings, L.P., and PAA issued an equal number of Common Units to Plains AAP, L.P. After the transaction, the reporting group beneficially owns 233,000,430 Common Units indirectly through the described ownership chain. The filing is signed by Ann F. Gullion on 08/18/2025.

Positive

• LTIP awards vested, demonstrating the company's compensation plan functioning as designed
• Equivalent unit issuance across entities under the Omnibus Agreement preserved the structured alignment between parent awards and PAA Common Units

Negative

• None.

Insights

Financial Analyst

TL;DR: Executive compensation vested; matching unit issuances increased reported indirect holdings to 233,000,430 Common Units.

The Form 4 documents routine vesting under the disclosed LTIP and the mechanical issuance of equivalent units through the negotiated Omnibus Agreement. The transaction increases reported indirect beneficial ownership of PAA Common Units to 233,000,430, reflecting the pass-through structure among PAGP GP, PAGP, GP LLC and AAP. No cash consideration was reported for the issuance, consistent with vesting of compensation awards.

Corporate Governance Expert

TL;DR: Governance arrangement enforces aligned issuance across related entities; transaction appears procedurally consistent with LTIP terms.

The filing explains the Omnibus Agreement that causes parallel issuances across the related entities when LTIP awards vest. This shows an established mechanism for converting parent LTIP vesting into limited partner units in PAA via intermediate entities. The reporting persons disclose their director status and 10% ownership classification per Section 16 reporting requirements.

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^*

PAA GP Holdings LLC

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	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 (Limited Partner Interests)	08/14/2025		A(1)		144,500	A	$0(1)	233,000,430	I	By Plains AAP, L.P.(2)

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

1. Name and Address of Reporting Person^*

PAA GP Holdings LLC

(Last) (First) (Middle)

333 CLAY STREET

SUITE 1600

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Plains AAP, L.P.

(Last) (First) (Middle)

333 CLAY STREET

SUITE 1600

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Plains All American GP LLC

(Last) (First) (Middle)

333 CLAY STREET

SUITE 1600

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PLAINS GP HOLDINGS LP

(Last) (First) (Middle)

333 CLAY STREET

SUITE 1600

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and Plains All American Pipeline, L.P. ("PAA"), AAP is obligated to issue to PAGP a number of AAP Class A units equal to the number of PAGP Class A shares issued upon vesting of awards under PAGP's long-term incentive plan. The Omnibus Agreement also provides that immediately following such issuance, PAA is obligated to issue to AAP an equivalent number of PAA Common Units. On August 14, 2025, a total of 144,500 PAGP Class A shares were issued in connection with the vesting of outstanding LTIP awards under PAGP's long-term incentive plan. An equal number of AAP Class A units was issued to PAGP and an equal number of PAA Common Units was issued to AAP.

2. PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

	/s/ Ann F. Gullion, Assistant Secretary	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the PAA Form 4 filed on 08/18/2025 report?

The Form 4 reported that 144,500 PAGP Class A shares were issued upon LTIP vesting on 08/14/2025, triggering equivalent AAP Class A units and PAA Common Units issuances.

How many PAA Common Units are beneficially owned after the reported transaction?

The reporting group beneficially owns 233,000,430 PAA Common Units indirectly following the reported transaction.

Were any cash proceeds reported for the issued units?

No cash price was reported; the Form 4 states the units were issued in connection with vesting of LTIP awards and shows a $0 price for the AAP issuance.

Who signed the Form 4 for the reporting persons?

The Form 4 was signed by Ann F. Gullion, Assistant Secretary on 08/18/2025.

What entities are involved in the ownership chain described in the filing?

The Omnibus Agreement and ownership chain include PAA GP Holdings LLC (PAGP GP), Plains GP Holdings, L.P. (PAGP), Plains All American GP LLC (GP LLC), Plains AAP, L.P. (AAP) and Plains All American Pipeline, L.P. (PAA).