Plains All American (PAA) Insider: Phantom Unit Grant and Unit Sale Reported

Rhea-AI Filing Summary

Plains All American Pipeline insider filing: Chris Herbold, Senior Vice President Finance & Chief Accounting Officer, reported multiple transactions on 08/14/2025. The Form 4 shows a grant of 32,750 phantom units under the company long-term incentive plan that convert one-for-one into common units upon vesting and include distribution-equivalent rights. Tranche vesting conditions tie part of the award to total shareholder return versus peers and part to cumulative distributable cash flow per unit over a three-year performance period ending 6/30/2028. The filing also records an acquisition of 65,796 common unitssale of 23,284 common units241,073 common units

Positive

• Grant of 32,750 phantom units ties executive compensation to multi-year performance metrics (TSR and cumulative DCF), aligning management incentives with unit-holder outcomes
• Detailed vesting and payout terms disclosed, including scalable 0%–200% payout ranges and distribution-equivalent rights, providing transparency into incentive mechanics
• Reporting shows continued ownership with 241,073 common units retained after transactions, signaling ongoing stake in the company

Negative

• Sale of 23,284 common units at $17.78 reduced direct holdings, which may be viewed as partial divestment by the reporting officer
• Some transactions coded M with $0 price (65,796 units) could reflect non-cash conversions or settlements; the filing does not explicitly state the economic nature of that M-coded entry beyond the form codes

Insights

Financial Analyst

TL;DR: Compensation grant aligns management pay with multi-year TSR and cash-flow goals while insider sold a portion of holdings.

The 32,750 phantom-unit grant links pay to relative total shareholder return and cumulative distributable cash flow (DCF) targets through 6/30/2028, creating multi-year performance alignment. The grant includes distribution-equivalent rights with staged cash payments, which preserves economic equivalence to common units while vesting remains contingent on service and performance metrics. Separately, the reported sell of 23,284 units at $17.78 reduces the reporting person’s direct stake to 241,073 units after an M-coded acquisition of 65,796 units (zero price reported for that M-coded entry likely reflects a conversion/settlement event rather than open-market purchase). Overall, these are routine insider compensation and portfolio-management actions with limited immediate balance-sheet impact on the company.

Corporate Governance Expert

TL;DR: Grant structure shows governance focus on long-term incentives and performance-based vesting.

The award’s structure—three tranches with time- and performance-based vesting plus potential payout scaling and modest reduction triggers tied to leverage—reflects standard governance practices to align executive incentives with long-term unit-holder outcomes. Disclosure clearly describes vesting schedules, performance metrics (TSR vs. peers; cumulative DCF per unit), payout ranges (0%–200%), and distribution-equivalent rights treatment. The sale of 23,284 units is plainly reported and does not appear to conflict with the described long-term incentive framework. From a governance perspective, disclosure is detailed and conforms to Section 16 reporting norms.

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

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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^*

Herbold Chris

(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)
	Sr. VP Finance & CAO

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		65,796	A	$0	264,357	D
Common Units	08/14/2025		F		23,284	D	$17.78	241,073	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			65,796	08/14/2025	08/14/2025	Common Units	65,796	$0	0	D
Phantom Units(1)	(2)	08/14/2025		A		32,750		(3)(4)(5)	(3)(4)(5)	Common Units	32,750	$0	32,750	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 16,375 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 8,187 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 8,188 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.

	/s/ Chris Herbold	08/18/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Chris Herbold report for PAA on 08/14/2025?

He reported an acquisition of 65,796 common units (code M), a sale of 23,284 common units at $17.78, and a grant of 32,750 phantom units under the long-term incentive plan.

How many common units does Chris Herbold own after the reported transactions for PAA?

He beneficially owns 241,073 common units following the reported transactions.

What are the performance conditions for the phantom units granted to the PAA executive?

Tranche 2 vests based on PAA’s TSR relative to a peer group over three years (payout 0%–200% with 100% at median). Tranche 3 vests based on cumulative DCF per unit targets over three years ($7.56–$9.24 scale, 100% at $8.40), with potential reduction tied to leverage.

When do the phantom unit tranches vest and how are distribution-equivalent rights (DERs) paid?

Tranche 1 (16,375 units) vests August 2028 with DERs accruing first year and paid in a lump sum August 2026 then quarterly starting November 2026; Tranches 2 and 3 potentially vest August 2028 with DERs accrued and paid in a lump sum on the August 2028 distribution date for vested units.

What payout range applies to the performance-based tranches for PAA’s award?

Payouts for applicable tranches range from 0% to 200% depending on performance versus targets, with specific interpolation and limited reduction mechanics described.