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Plains All American (NYSE: PAA) ties CFO award to 2029 cash flow, TSR

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

Rhea-AI Filing Summary

PLAINS ALL AMERICAN PIPELINE LP EVP & CFO Al Swanson reported several equity-compensation transactions. On August 13, 2026, he received a grant of 85,600 Phantom Units, each convertible into one common unit, in three tranches with time- and performance-based vesting through the August 2029 distribution date. On August 14, 2026, 109,165 Phantom Units were exercised into an equal number of common units, and 42,957 common units were delivered or withheld at $23.45 per unit for payment of exercise price or tax liability.

The new Phantom Units vest as: Tranche 1 42,800 units based on continued service; Tranche 2 21,400 units based on relative total shareholder return; and Tranche 3 21,400 units based on cumulative distributable cash flow per common unit equivalent of $9.10 over three years, with payouts ranging from 0% to 200% and subject to a leverage-ratio condition.

Positive

  • None.

Negative

  • None.
Insider Swanson Al
Role EVP & CFO
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 85,600 $0.00 $0.00
Holdings After Transaction: Phantom Units — 85,600 shares (Direct); Common Units — 668,109 shares (Direct)
Footnotes (5)
  1. F1. Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights 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 42,800 phantom units, will vest on the August 2029 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 21,400 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
  4. F4. (c) Tranche 3, consisting of 21,400 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.
  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 109,165 units Phantom Units converted into common units on August 14, 2026
Common Units delivered/withheld 42,957 units Code F transaction at $23.45 per unit for exercise price or tax liability
New Phantom Units granted 85,600 units Equity award granted on August 13, 2026 under Long-Term Incentive Plan
Tranche 1 Phantom Units 42,800 units Time-based vesting on August 2029 distribution date with continued service
Target cumulative DCF/CUE $9.10 Performance target for 100% payout of Tranche 3 over period ending June 30, 2029
Lower DCF/CUE threshold $8.19 Cumulative DCF/CUE at or below this level yields 0% payout for Tranche 3
Upper DCF/CUE threshold $10.01 Cumulative DCF/CUE at or above this level yields 200% payout for Tranche 3
Tranche 2 Phantom Units at target 21,400 units Vesting based on relative total shareholder return over three years
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"
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) per common unit equivalent (CUE) financial
"based on PAA achieving cumul. distributable cash flow (DCF) per common unit equivalent (CUE)"
leverage ratio financial
"subject to reduction by 25 basis pts. if PAA's leverage ratio"
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 awards did PAA executive Al Swanson receive in this Form 4?
Al Swanson received a grant of 85,600 Phantom Units tied to PAA common units. These are split into three tranches with time- and performance-based vesting through the August 2029 distribution date, potentially paying out between 0% and 200% of target.

What derivative exercise did PAA’s EVP & CFO report on August 14, 2026?
On August 14, 2026, Al Swanson exercised 109,165 Phantom Units into 109,165 PAA common units. 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.

How do Tranche 2 Phantom Units for PAA (PAA) vest for Al Swanson?
Tranche 2 consists of 21,400 Phantom Units (at 100% target) that may vest in August 2029. Payout ranges from 0% to 200% based on PAA’s total shareholder return versus a peer group over the three-year period ending June 30, 2029.

What performance metric drives Tranche 3 Phantom Units for PAA’s EVP & CFO?
Tranche 3 has 21,400 Phantom Units (at 100% target) that vest based on cumulative distributable cash flow per common unit equivalent of $9.10 over three years. Payout is 0% at $8.19 or lower and 200% at $10.01 or higher.

Are distribution equivalent rights (DERs) attached to PAA Phantom Units in this filing?
Yes. The Phantom Units include distribution equivalent rights (DERs) payable in cash. DERs for Tranche 1 begin partial payments in November 2027, while DERs for Tranches 2 and 3 accrue and are paid in cash in August 2029 on vested units.

What happens to unvested Tranche 2 and 3 Phantom Units for PAA (PAA)?
Any Tranche 2 or Tranche 3 Phantom Units that are determined not to have vested as of the August 2029 distribution date expire on that date. Only units that satisfy the performance and leverage conditions will vest and receive DER payments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Swanson Al
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & CFO
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 Units08/14/2026M109,165A$0711,066D
Common Units08/14/2026F42,957D$23.45668,109D
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)08/14/2026M109,16508/14/202608/14/2026Common Units109,165$00D
Phantom Units(1)(2)08/13/2026A85,600 (3)(4)(5) (3)(4)(5)Common Units85,600$085,600D
Explanation of Responses:
1. Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights 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 42,800 phantom units, will vest on the August 2029 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 21,400 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
4. (c) Tranche 3, consisting of 21,400 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.
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/ Al Swanson08/17/2026
** 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