Plains All American Pipeline, L.P. (PAA) plans a primary debt offering of two series of fixed-to-fixed reset rate junior subordinated notes due December 15, 2056, designated Series A and Series B. Both series are unsecured and contractually subordinated to all existing and future Senior Indebtedness and structurally subordinated to all liabilities of subsidiaries, with no subsidiary guarantees.
The notes pay semi-annual interest on June 15 and December 15, starting June 15, 2027, with an initial fixed rate that later resets every five years based on the Five-year U.S. Treasury Rate plus a spread, subject to a floor equal to the initial rate. PAA may, so long as no event of default has occurred and is continuing, defer interest for up to 20 consecutive semi-annual periods (up to ten years) per series, during which interest (and deferred interest) continues to compound, and certain distributions and junior payments are restricted.
PAA expects to use the net proceeds, together with cash on hand and commercial paper borrowings, to redeem all 58,411,908 outstanding Series A Preferred Units at 110% of par $26.25 per unit and all 800,000 outstanding Series B Preferred Units at 100% of par $1,000 per unit, plus accrued and unpaid distributions. The notes are not subject to mandatory redemption or sinking fund provisions, are expected to settle on a T+ cycle, and will not be listed on any securities exchange, which may limit trading liquidity.
PLAINS ALL AMERICAN PIPELINE LP reported that Sr. VP Finance & CAO Chris Herbold exercised 140,609 Phantom Units into an equal number of Common Units on August 14, 2026 under the Long-Term Incentive Plan. The Phantom Units were correspondingly disposed as derivatives. On the same date, 54,241 Common Units were delivered or withheld at $23.45 per unit for payment of exercise price or tax liability. The Rule 10b5-1 trading plan checkbox was not marked as being relied upon.
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.
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.
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.
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.
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.
PLAINS ALL AMERICAN PIPELINE LP reported an indirect grant/award acquisition of 59,200 Common Units of limited partner interests. These units were issued to Plains AAP, L.P. under an Omnibus Agreement that links issuances of PAA units to vesting of Plains GP Holdings, L.P. long-term incentive plan awards. Following this transaction, Plains AAP, L.P. indirectly held 233,059,630 PAA Common Units, with related entities disclaiming beneficial ownership beyond their respective pecuniary interests.
Plains All American Pipeline reported strong second-quarter 2026 results driven by the sale of its Canadian NGL Business. Net income attributable to PAA was $1.830 billion, including a net gain of approximately $1.6 billion on the divestiture, and net cash provided by operating activities was $956 million. Non-GAAP Adjusted EBITDA attributable to PAA reached $738 million, up 10% from the prior-year quarter, while adjusted net income attributable to PAA was $348 million and diluted adjusted net income per common unit was $0.41. Crude oil Adjusted EBITDA rose 19% to $690 million, partly offset by lower NGL contributions following the sale.
The Canadian NGL Business sale to Keyera closed May 12, 2026 and is reported as discontinued operations. It generated a net cash inflow of approximately $3.483 billion, enabling about $2.9 billion of debt reduction. Pro forma leverage was 3.3x, and total debt fell to $8.44 billion, lowering total debt-to-total book capitalization to 43% from 53% at year-end 2025.
PAA paid a quarterly cash distribution of $0.4175 per unit (10% higher year over year, $1.67 annualized), representing a current yield of roughly 7%, with a common unit distribution coverage ratio of 1.69x. Second-quarter Adjusted Free Cash Flow after Distributions was $3.842 billion. For 2026, management increased organic growth capital to $400–$450 million, reduced maintenance capital guidance to $175 million, and highlighted progress on capturing $50 million of Cactus III synergies and $50 million of targeted cost reductions.
Plains All American Pipeline LP director Lawrence Michael Ziemba sold his remaining stake in the partnership. On June 29, 2026, he executed an open-market sale of 2,346 Common Units at $21.95 per unit, leaving him with 0 Common Units held directly after the transaction.