Plains (PAA) Insider: LTIP Grant of 122,650 Phantom Units and Unit Sale Disclosed
Rhea-AI Filing Summary
Richard K. McGee, EVP, General Counsel & Secretary of Plains All American Pipeline, L.P. (PAA), reported transactions dated 08/14/2025. The filing shows an acquisition of 176,731 common units (code M) at $0 and a separate disposition of 69,544 common units sold at $17.78, leaving 606,353 common units beneficially owned after the sale. The report also discloses long-term incentive awards of 122,650 phantom units that convert one-for-one into common units upon vesting and include distribution equivalent rights payable in cash. The phantom units vest in three tranches tied to service, relative total shareholder return and cumulative distributable cash flow metrics through mid-2028, with specified payout ranges and potential adjustments.
Positive
- Grant of 122,650 phantom units under the LTIP aligns executive compensation with long-term performance
- Phantom units convert one-for-one to common units upon vesting, preserving equity linkage
- Performance-based tranches tie payouts to TSR and cumulative distributable cash flow, with clear payout ranges
Negative
- Sale of 69,544 common units at $17.78 reduced the reporting person’s direct holdings to 606,353 units
- Vesting of performance tranches is contingent on multi-year targets and includes potential reductions tied to leverage, so awards may not fully vest
Insights
TL;DR: Insider executed a mix of sale, acquisition and LTIP grants, modestly altering ownership and adding performance-vesting equity incentives.
The Form 4 shows both an immediate economic transaction and longer-term compensation. The reported sale of 69,544 units at $17.78 reduced reported common unit holdings to 606,353, while an acquisition entry of 176,731 common units (code M) increases raw holdings before the sale. More importantly for executive alignment, the grant of 122,650 phantom units under the LTIP converts one-for-one to common units on vesting and carries distribution equivalent right payments. Vesting is staggered across service-based and performance-based tranches tied to PAA TSR and cumulative distributable cash flow metrics through 6/30/2028, which aligns pay with multi-year performance outcomes.
TL;DR: The LTIP structure links a meaningful portion of award value to multi-year performance and service conditions.
The 122,650 phantom units include a service-based tranche and two performance-based tranches with payout scales from 0% to 200% depending on relative TSR and cumulative DCF/CUE thresholds. Distribution equivalent rights accrue and are paid either quarterly or as lump sums depending on tranche, which preserves economic value during vesting. The specific payout formulas and leverage-based reduction provision for the DCF tranche introduce clear, measurable performance gates for potential full payout.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Units | 176,731 | $0.00 | -- |
| Grant/Award | Phantom Units | 122,650 | $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 56,325 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 28,162 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 28,163 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.
