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Plains All American (NYSE: PAA) grants CEO 373K phantom units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PLAINS ALL AMERICAN PIPELINE LP reported that Chairman & CEO Willie CW Chiang exercised 346,357 Phantom Units into an equal number of Common Units on 2026-08-14. In connection with this exercise, 136,292 Common Units were delivered or withheld at $23.45 per unit for payment of exercise price or tax liability. Separately, on 2026-08-13 he received a new grant of 373,000 Phantom Units under the Long-Term Incentive Plan, each convertible into one Common Unit upon vesting, with vesting tranches in August 2029 tied to continued service, total shareholder return, and distributable cash flow per unit metrics.

Positive

  • None.

Negative

  • None.
Insider Chiang Willie CW
Role Chairman & CEO
Type Security Shares Price Value
Exercise Phantom Units F1, F2 346,357 $0.00 $0.00
Exercise Common Units 346,357 $0.00 $0.00
Exercise Price or Tax Liability Common Units 136,292 $23.45 $3.20M
Grant/Award Phantom Units F1, F2, F3, F4, F5 373,000 $0.00 $0.00
Holdings After Transaction: Phantom Units — 373,000 shares (Direct); Common Units — 1,396,856 shares (Direct)
Footnotes (5)
  1. F1. Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights ("DER") payable in cash).
  2. F2. One common unit is deliverable, upon vesting, for each Phantom Unit that vests.
  3. F3. These phantom units will vest as follows: (a) Tranche 1, consisting of 186,500 phantom units, will vest on the August 2029 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 93,250 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
  4. F4. (c) Tranche 3, consisting of 93,250 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.
  5. 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.
Phantom Units Exercised 346,357 units Phantom Units converted into Common Units on 2026-08-14
Common Units Delivered/Withheld (Code F) 136,292 units Common Units delivered or withheld at exercise for price or tax at $23.45 per unit
Code F Transaction Price $23.45 per unit Price applied to 136,292 Common Units for payment of exercise price or tax liability
New Phantom Unit Grant 373,000 units Phantom Units granted under Long-Term Incentive Plan on 2026-08-13
Tranche 1 Phantom Units 186,500 units Service-based vesting on August 2029 distribution date, subject to continued service
Tranche 2 Phantom Units (Target) 93,250 units Potential 0%–200% vesting based on total shareholder return over 3-year period ending 06/30/2029
Tranche 3 Phantom Units (Target) 93,250 units Potential 0%–200% vesting based on cumulative DCF per unit over period ending 06/30/2029
DCF/CUE Thresholds for Tranche 3 $8.19 / $9.10 / $10.01 0% payout at $8.19 or lower, 100% at $9.10, 200% at $10.01 or higher cumulative DCF/CUE
Phantom Units financial
"Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights"
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 ("DER") financial
"includes distribution equivalent rights ("DER") payable in cash"
total shareholder return (TSR) financial
"based on PAA's total shareholder return (TSR) over the three-year period"
Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.
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 (long term debt to adj. EBITDA as calculated"
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 insider equity transactions did PAA Chairman & CEO Willie Chiang report on this Form 4?
Willie CW Chiang exercised 346,357 Phantom Units into Common Units, delivered or withheld 136,292 Common Units for payment of exercise price or tax liability, and received a grant of 373,000 new Phantom Units tied to future performance and service conditions.

How many Plains All American (PAA) Phantom Units did the CEO exercise and at what ratio?
He exercised 346,357 Phantom Units into Common Units on 2026-08-14. Footnotes state that one Common Unit is deliverable for each Phantom Unit that vests or is exercised, so the exercise produced an equal number of Common Units.

What was the price used for the Common Units withheld in the PAA Form 4 transaction?
In connection with the exercise, 136,292 Common Units were delivered or withheld at $23.45 per unit. The filing describes this as a code F transaction, meaning the units were used to pay the exercise price or tax liability related to the derivative exercise.

What new long-term incentive award did PAA grant to its CEO in this Form 4?
On 2026-08-13, Willie CW Chiang was granted 373,000 Phantom Units under the Long-Term Incentive Plan. Each unit corresponds to one Common Unit upon vesting and includes distribution equivalent rights (DERs) payable in cash, subject to service and performance-based vesting through August 2029.

How are the new PAA Phantom Units to the CEO structured for vesting and performance?
The 373,000 Phantom Units are split into three tranches vesting on the August 2029 distribution date. Tranches 2 and 3 have potential 0%–200% payouts based on total shareholder return rankings and cumulative distributable cash flow per unit, with an additional leverage-ratio-based adjustment.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Chiang Willie CW
(Last)(First)(Middle)
333 CLAY STREET
SUITE 1600
(Street)
HOUSTON TEXAS 77002
(City)(State)(Zip)
UNITED STATES
(Country)		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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Units08/14/2026M346,357A$01,533,148D
Common Units08/14/2026F136,292D$23.451,396,856D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Units(1)(2)08/14/2026M346,35708/14/202608/14/2026Common Units346,357$00D
Phantom Units(1)(2)08/13/2026A373,000 (3)(4)(5) (3)(4)(5)Common Units373,000$0373,000D
Explanation of Responses:
1. Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights ("DER") 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 186,500 phantom units, will vest on the August 2029 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 93,250 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
4. (c) Tranche 3, consisting of 93,250 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.
5. 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.
/s/ Ann F. Gullion, as attorney-in-fact for Reporting Person08/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR