Plains All American (NYSE: PAA) COO details 640K-unit conversion and 113K-unit award
Rhea-AI Filing Summary
PLAINS ALL AMERICAN PIPELINE LP EVP & COO Chris R. Chandler reported multiple equity-related transactions. On August 14, 2026, he exercised or converted a total of 640,691 Phantom Units into an equal number of Common Units, and 252,112 Common Units were delivered or withheld at $23.45 per unit for payment of exercise price or tax liability. On August 13, 2026, he received a grant of 113,600 Phantom Units under the Long-Term Incentive Plan, split into three tranches that may vest on the August 2029 distribution date based on time-based service, relative total shareholder return, and cumulative distributable cash flow per common unit equivalent, with potential payouts between 0% and 200% of target and subject to a leverage-ratio-based reduction.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 388,579 shares
Net Buy
6 txns
Insider
Chandler Chris R.
Role
EVP & COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Units F1, F2 | 500,000 | $0.00 | $0.00 |
| Exercise | Phantom Units F1, F2 | 140,691 | $0.00 | $0.00 |
| Exercise | Common Units | 500,000 | $0.00 | $0.00 |
| Exercise | Common Units | 140,691 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Units | 252,112 | $23.45 | $5.91M |
| Grant/Award | Phantom Units F1, F2, F3, F4, F5 | 113,600 | $0.00 | $0.00 |
Holdings After Transaction:
Phantom Units — 113,600 shares (Direct);
Common Units — 882,483 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 56,800 phantom units, will vest on the August 2029 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 28,400 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 28,400 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 or converted: 640,691 units
First Phantom Unit exercise block: 500,000 units
Second Phantom Unit exercise block: 140,691 units
+5 more
8 metrics
Phantom Units exercised or converted
640,691 units
Total Phantom Units converted into Common Units on August 14, 2026
First Phantom Unit exercise block
500,000 units
Phantom Units converted into Common Units on August 14, 2026
Second Phantom Unit exercise block
140,691 units
Additional Phantom Units converted into Common Units on August 14, 2026
Common Units delivered/withheld
252,112 units
Units delivered or withheld at $23.45 for exercise price or tax liability
Price per Common Unit for code F transaction
$23.45
Per-unit value for 252,112 Common Units delivered or withheld
New Phantom Units granted
113,600 units
Awarded on August 13, 2026 under Long-Term Incentive Plan
Time-based vesting Tranche 1
56,800 units
Phantom Units vesting on August 2029 distribution date with continued service
DCF per CUE target for 100% payout
$9.10
Cumulative DCF per common unit equivalent over three-year period ending June 30, 2029
Key Terms
Phantom Units, distribution equivalent rights, total shareholder return (TSR), distributable cash flow (DCF), +2 more
6 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"
common unit equivalent (CUE) financial
"distributable cash flow (DCF) per common unit equivalent (CUE)"
leverage ratio financial
"if PAA's leverage ratio (long term debt to adj. EBITDA)"
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 transactions did PAA executive Chris R. Chandler report on this Form 4?
Chandler reported exercising or converting 640,691 Phantom Units into Common Units and delivering or withholding 252,112 Common Units at $23.45 per unit to pay exercise price or tax liability, plus receiving a new award of 113,600 Phantom Units.
How many PAA Phantom Units did Chris R. Chandler exercise or convert on August 14, 2026?
On August 14, 2026, Chandler exercised or converted 640,691 Phantom Units into an equal number of Common Units. This occurred through two transactions of 500,000 and 140,691 Phantom Units, each settled one-for-one into Common Units.
How many PAA Common Units were delivered or withheld for exercise price or taxes?
A total of 252,112 Common Units were delivered or withheld at $23.45 per unit for payment of exercise price or tax liability. This non-derivative transaction is coded "F" and relates to the units acquired through the derivative exercises.
What new Phantom Unit award did PAA grant to Chris R. Chandler?
Chandler was granted 113,600 Phantom Units on August 13, 2026 under the Long-Term Incentive Plan. These are settled in one Common Unit per Phantom Unit upon vesting and include cash distribution equivalent rights tied to PAA’s future distributions.
How are Chris R. Chandler’s new PAA Phantom Units structured for vesting?
The 113,600 Phantom Units are split into Tranche 1 (56,800 time-based), Tranche 2 (28,400 TSR-based), and Tranche 3 (28,400 DCF-based). All potentially vest on the August 2029 distribution date, with performance tranches paying between 0%–200% of target.
What performance targets affect vesting of PAA’s Tranche 3 Phantom Units for Chandler?
Tranche 3 vests based on cumulative DCF per common unit equivalent over three years, with 0% payout at $8.19 or lower, 100% at $9.10, and 200% at $10.01 or higher, subject to a potential leverage-ratio-based reduction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
