Plains All American (NYSE: PAA) GC trades 109K units, gets 88.5K grant
Rhea-AI Filing Summary
PLAINS ALL AMERICAN PIPELINE LP reported compensation-related unit activity by EVP & General Counsel Richard K. McGee. On 2026-08-14 he exercised 109,165 Phantom Units into 109,165 Common Units, with 42,957 Common Units delivered or withheld at $23.45 per unit for payment of exercise price or tax liability. On 2026-08-13 he received a grant of 88,500 Phantom Units under the Long-Term Incentive Plan, each convertible into one Common Unit, split into three tranches with vesting in August 2029 based on continued service, relative total shareholder return, and cumulative distributable cash flow per unit metrics, with associated cash distribution equivalent rights.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 66,208 shares
Net Buy
4 txns
Insider
McGee Richard K.
Role
EVP, General Counsel & Sec.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Units F1, F2 | 109,165 | $0.00 | $0.00 |
| Exercise | Common Units | 109,165 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Units | 42,957 | $23.45 | $1.01M |
| Grant/Award | Phantom Units F1, F2, F3, F4, F5 | 88,500 | $0.00 | $0.00 |
Holdings After Transaction:
Phantom Units — 88,500 shares (Direct);
Common Units — 672,561 shares (Direct)
Footnotes (5)
- F1. Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).
- F2. One common unit is deliverable, upon vesting, for each Phantom Unit that vests.
- F3. These phantom units will vest as follows: (a) Tranche 1, consisting of 44,250 phantom units, will vest on the August 2029 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 22,125 phantom units (assuming 100% payout at target), will potentially vest on the August 2029 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, 2029 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
- F4. (c) Tranche 3, consisting of 22,125 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2029 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 $9.10 over the 3-year period ending 6/30/29 (with payout equaling 100% at cumul. DCF/CUE over such period of $9.10 and being equal to 0% for cumul. DCF/CUE over such period of $8.19 or lower and 200% for cumul. DCF/CUE over such period of $10.01 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 6/30/29 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.
- F5. DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2029 distribution date; beginning in November 2027, 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 2029 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 2029 distribution date shall expire as of such date.
Key Figures
Phantom Units Exercised: 109,165 units
Common Units Withheld/Delivered: 42,957 units
Phantom Units Granted: 88,500 units
+5 more
8 metrics
Phantom Units Exercised
109,165 units
Phantom Units converted into Common Units on 2026-08-14
Common Units Withheld/Delivered
42,957 units
Code F transaction at $23.45 per unit for exercise price or tax liability
Phantom Units Granted
88,500 units
New Phantom Unit award on 2026-08-13 under Long-Term Incentive Plan
Tranche 1 Size
44,250 units
Service-vesting Phantom Units vesting on August 2029 distribution date
Tranche 2 Size
22,125 units
TSR-based Phantom Units with 0%–200% payout scale
Tranche 3 Size
22,125 units
DCF-based Phantom Units with 0%–200% payout scale
DCF Performance Thresholds
$8.19 / $9.10 / $10.01
Cumulative DCF per unit for 0%, 100%, and 200% payout over 3 years
TSR Measurement Period End
June 30, 2029
End of three-year TSR period for performance-based vesting
Key Terms
Phantom Units, distribution equivalent rights, total shareholder return (TSR), distributable cash flow (DCF), +1 more
5 terms
Phantom Units financial
"Phantom Units granted under Long-Term Incentive Plan"
Phantom units are a form of employee compensation that mimics ownership in a company without issuing real shares: recipients receive cash or stock value tied to the company’s share price or performance when the units vest. They matter to investors because phantom units align employee incentives with shareholder value while avoiding share dilution; however, they create future cash obligations and can affect a company’s financial statements and cash flow.
distribution equivalent rights financial
"includes distribution equivalent rights payable in cash"
distributable cash flow (DCF) financial
"based on PAA achieving cumul. distributable cash flow (DCF) per common unit"
leverage ratio financial
"if PAA's leverage ratio ... as of 6/30/29 is greater than"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
FAQ
What equity award did PAA grant to Richard K. McGee in this Form 4?
Richard K. McGee was granted 88,500 Phantom Units, each deliverable into one Common Unit upon vesting. The grant is split into three tranches with vesting in August 2029, subject to service, TSR, and distributable cash flow performance conditions.
How many PLAINS ALL AMERICAN PIPELINE LP (PAA) units did McGee acquire through exercise?
McGee exercised 109,165 Phantom Units into 109,165 Common Units on 2026-08-14. In a related transaction, 42,957 Common Units were delivered or withheld at $23.45 per unit for payment of exercise price or tax liability.
What are the vesting terms for McGee’s new Phantom Units at PAA?
The 88,500 Phantom Units vest on the August 2029 distribution date in three tranches: 44,250 based on service, 22,125 on relative TSR, and 22,125 on cumulative DCF per unit, each with 0–200% payout scales and specified performance thresholds.
How is performance measured for McGee’s TSR-based Phantom Units at PAA?
The TSR tranche of 22,125 Phantom Units vests based on PAA’s total shareholder return over the three-year period ending June 30, 2029, compared to a peer group, with payouts from 0% to 200% of target depending on numeric rank.
What financial targets affect vesting of McGee’s DCF-based Phantom Units at PAA?
The DCF tranche of 22,125 Phantom Units vests based on cumulative DCF per common unit equivalent over three years. Payout is 0% at ≤$8.19, 100% at $9.10, and 200% at ≥$10.01, with interpolation between these points.
How do distribution equivalent rights (DERs) work on McGee’s PAA Phantom Units?
The Phantom Units include cash distribution equivalent rights. For Tranche 1, DERs accrue for one year then pay quarterly until vesting or termination. For Tranches 2 and 3, DERs accrue over three years and are paid in cash at the August 2029 distribution date for units that vest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
