Plains All American (NYSE: PAA) exec gifts 388,579 units to family partnership after exercise
Rhea-AI Filing Summary
PLAINS ALL AMERICAN PIPELINE LP executive Jeremy L. Goebel reported multiple equity-compensation transactions. On August 14, 2026 he exercised 640,691 Phantom Units into an equal number of Common Units, delivered or had 252,112 Common Units withheld for payment of exercise price or tax liability, and transferred 388,579 Common Units as a bona fide gift to a family limited partnership that now holds 907,515 Common Units indirectly for him. On August 13, 2026 he received a new grant of 113,600 Phantom Units under a long‑term incentive plan, vesting in 2029 based on service, relative total shareholder return, and distributable cash flow per unit performance conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 388,579 shares
Net Buy
8 txns
Insider
Goebel Jeremy L.
Role
EVP & CCO
| 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 |
| Gift | Common Units | 388,579 | $0.00 | $0.00 |
| Gift | Common Units | 388,579 | $0.00 | $0.00 |
| 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 — 0 shares (Direct);
Common Units — 907,515 shares (Indirect, By Family Limited Partnership)
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: 640,691 Phantom Units
Units Delivered/Withheld for Exercise Price or Tax: 252,112 Common Units
Gifted Common Units: 388,579 Common Units
+5 more
8 metrics
Phantom Units Exercised
640,691 Phantom Units
Total Phantom Units exercised into Common Units on August 14, 2026
Units Delivered/Withheld for Exercise Price or Tax
252,112 Common Units
Code F transaction at $23.45 per unit on August 14, 2026
Gifted Common Units
388,579 Common Units
Bona fide gift transferred on August 14, 2026
Indirect Holdings After Gift
907,515 Common Units
Indirectly held by family limited partnership after gift transaction
New Phantom Unit Grant
113,600 Phantom Units
Granted on August 13, 2026 under Long-Term Incentive Plan
Service-Based Tranche Size
56,800 Phantom Units
Tranche 1 vesting on August 2029 distribution date with continued service
DCF/CUE Target for 100% Payout
$9.10 DCF per CUE
Cumulative over three-year period ending June 30, 2029 for Tranche 3
DCF/CUE Range for 0%–200% Payout
$8.19–$10.01 DCF per CUE
Thresholds for Tranche 3 performance vesting scale
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 ... is greater than the leverage ratio that equals the upper end"
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 Jeremy L. Goebel report on this Form 4?
Jeremy L. Goebel reported exercising 640,691 Phantom Units into Common Units, delivering or having 252,112 units withheld to cover exercise price or tax liability, gifting 388,579 Common Units to a family limited partnership, and receiving a new grant of 113,600 Phantom Units.
How many Plains All American (PAA) units were transferred as a gift and where are they held?
A total of 388,579 Common Units were transferred as a bona fide gift. These units are now held indirectly through a family limited partnership, which reports post‑transaction holdings of 907,515 Common Units associated with Jeremy L. Goebel.
What Phantom Unit grant did PAA award to Jeremy Goebel and when does it vest?
Jeremy Goebel received 113,600 Phantom Units on August 13, 2026 under a long‑term incentive plan. These are scheduled to potentially vest on the August 2029 distribution date, subject to continued service and performance conditions linked to total shareholder return and distributable cash flow per unit.
How is the new PAA Phantom Unit grant to Jeremy Goebel structured across tranches?
The 113,600 Phantom Units are split into three tranches: 56,800 units vest based on service; 28,400 units vest based on relative total shareholder return; and another 28,400 units vest based on cumulative distributable cash flow per common unit equivalent over a three‑year period.
What performance metrics determine vesting of PAA Phantom Units tied to distributable cash flow?
For Tranche 3, vesting depends on cumulative DCF per common unit equivalent over three years. Payout is 0% at or below $8.19, 100% at $9.10, and 200% at or above $10.01, with interpolation and a possible 25‑basis‑point payout reduction if leverage exceeds a stated target.
How many PAA units were used to cover exercise price or tax liability in Jeremy Goebel’s transactions?
In connection with the exercises, 252,112 Common Units were delivered or withheld for payment of exercise price or tax liability at a reference value of $23.45 per unit, as reported under transaction code F on August 14, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
