Plains GP Holdings (NYSE: PAGP) details EPIC Pipeline acquisition impact

Rhea-AI Filing Summary

Plains GP Holdings, L.P. filed an amended current report to add detailed financial information related to its recent acquisition of the EPIC Crude Oil Pipeline business. A subsidiary of Plains All American Pipeline, L.P. completed the purchase of a 55% non-operated equity interest in EPIC Crude Holdings, LP and EPIC Crude Holdings GP, LLC from subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc., followed by a separate purchase of the remaining 45% interests from a subsidiary of Ares Management LLC. As a result of these transactions, Plains All American now indirectly owns 100% of EPIC Crude Holdings and EPIC Crude Holdings GP and will act as operator of record of the EPIC Pipeline.

This amendment supplies audited and unaudited financial statements for EPIC Crude Holdings and unaudited pro forma condensed combined financial information for Plains GP Holdings, helping investors see how the acquisition would have affected the company’s recent financial position and operating results. No other changes were made to the original report.

Insights

Energy infrastructure M&A analyst

PAGP now shows full EPIC Pipeline ownership with supporting pro forma data.

Plains GP Holdings uses this amended report to attach historical and pro forma financials for its acquisition of EPIC Crude Holdings and its general partner. Through two transactions with subsidiaries of Diamondback Energy, Kinetik Holdings, and Ares Management, its affiliate Plains All American Pipeline now indirectly owns 100% of the EPIC crude oil pipeline platform and will operate the system.

The added audited and unaudited statements for EPIC Crude Holdings, alongside unaudited pro forma combined figures for Plains GP Holdings, allow readers to see how consolidating the EPIC assets would have affected the balance sheet and results for recent periods. The impact on leverage, cash flows, and earnings will depend on the detailed numbers and assumptions in those exhibits.

This filing does not change deal terms; it completes the required financial disclosure package following a significant pipeline acquisition. Future periodic reports that incorporate EPIC’s performance will give a clearer view of how the transaction influences Plains GP Holdings’ ongoing results.

0001581990truePLAINS GP HOLDINGS LP00015819902025-10-312025-10-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) — October 31, 2025

Plains GP Holdings, L.P.

(Exact name of registrant as specified in its charter)

Delaware

1-36132

90-1005472

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-646-4100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Shares

PAGP

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On November 6, 2025, Plains GP Holdings, L.P. (“PAGP” or the “Registrant”) filed a Current Report on Form 8-K (the “Original Filing”) to report that on October 31, 2025, pursuant to that certain definitive Purchase and Sale Agreement (the “PSA”) entered into on August 30, 2025 by and among a wholly-owned subsidiary (the “Buyer”) of Plains All American Pipeline, L.P., a subsidiary of PAGP, and subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the “Sellers”), Buyer completed the purchase from Sellers of an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”), the entity that owns and operates the EPIC Crude Oil Pipeline (the “EPIC Pipeline”), and an aggregate 55% of the membership interests in EPIC Crude Holdings GP, LLC (“EPIC GP”), the general partner of EPIC Crude Holdings (the “EPIC 55% Transaction”).

Effective November 1, 2025, in a separate transaction from the EPIC 55% Transaction, Buyer also completed the purchase of the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP from a subsidiary of Ares Management LLC (the “Ares Seller”) pursuant to that certain definitive Equity Purchase Agreement among Buyer and the Ares Seller (the “EPIC 45% Transaction,” and, together with the EPIC 55% Transaction, the “Transactions”).

    As a result of the Transactions, PAA now indirectly owns 100% of the equity interests in EPIC Crude Holdings and 100% of the membership interests in EPIC GP and will serve as operator of record of the EPIC Pipeline.

This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Filing to provide the financial statements of EPIC Crude Holdings, LP and the pro forma financial information of PAGP required by Items 9.01(a) and 9.01(b) of Form 8-K. No other modifications to the Original Filing are being made by this Amendment.

Item 9.01. Financial Statements and Exhibits.

    (a) Financial Statements of Business or Funds Acquired.

The audited consolidated financial statements of EPIC Crude Holdings, LP and Subsidiaries as of and for the years ended December 31, 2024 and 2023, including notes thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

The unaudited consolidated financial statements of EPIC Crude Holdings, LP and Subsidiaries as of and for the nine months ended September 30, 2025 are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of PAGP as of September 30, 2025 and the unaudited pro forma condensed statement of combined continuing operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024, and the notes thereto, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.

    (d) Exhibits.

Exhibit Number						Description
23.1						Consent of KPMG LLP.
99.1						Audited consolidated financial statements of EPIC Crude Holdings, LP and Subsidiaries as of and for the years ended December 31, 2024 and 2023, including notes thereto.
99.2						Unaudited consolidated financial statements of EPIC Crude Holdings, LP and Subsidiaries as of and for the nine months ended September 30, 2025.
99.3						Unaudited pro forma condensed combined balance sheet of Plains GP Holdings, L.P. as of September 30, 2025 and unaudited pro forma condensed statement of combined continuing operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024, including notes thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PLAINS GP HOLDINGS, L.P.
			By:			PAA GP Holdings LLC, its general partner
Date: January 15, 2026			By:			/s/ Chris Herbold
						Name:			Chris Herbold
						Title:			Senior Vice President, Finance and Chief Accounting Officer

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FAQ

What transaction does Plains GP Holdings (PAGP) describe in this amendment?

The amendment relates to Plains All American Pipeline, L.P., a subsidiary of Plains GP Holdings, completing two transactions to acquire 100% of the equity interests in EPIC Crude Holdings, LP and 100% of the membership interests in EPIC Crude Holdings GP, LLC, which together own and control the EPIC Crude Oil Pipeline.

Who were the sellers in PAGP’s EPIC Crude Pipeline acquisition?

A wholly owned subsidiary of Plains All American Pipeline acquired a 55% interest in EPIC Crude Holdings and its general partner from subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc., and the remaining 45% interests from a subsidiary of Ares Management LLC.

What is the purpose of this amended report for Plains GP Holdings (PAGP)?

This amended report adds the audited and unaudited consolidated financial statements of EPIC Crude Holdings, LP and Subsidiaries and the unaudited pro forma condensed combined financial information of Plains GP Holdings that are required after a significant acquisition. It does not change any other parts of the original report.

What financial statements are included for EPIC Crude Holdings in PAGP’s filing?

The filing includes audited consolidated financial statements of EPIC Crude Holdings, LP and Subsidiaries as of and for the years ended December 31, 2024 and 2023, and unaudited consolidated financial statements as of and for the nine months ended September 30, 2025, each incorporated by reference from the listed exhibits.

What pro forma information does Plains GP Holdings (PAGP) provide in this amendment?

Plains GP Holdings provides an unaudited pro forma condensed combined balance sheet as of September 30, 2025 and an unaudited pro forma condensed statement of combined continuing operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024, reflecting the EPIC Crude acquisition.

Who will operate the EPIC Crude Oil Pipeline after the transactions?

Following the completion of the transactions, Plains All American Pipeline, L.P., a subsidiary of Plains GP Holdings, indirectly owns 100% of EPIC Crude Holdings and will serve as the operator of record of the EPIC Crude Oil Pipeline.

Does this Plains GP Holdings amendment change the original deal terms for the EPIC transactions?

No. The amendment states that it amends and supplements the prior report only to provide the required financial statements and pro forma information, and that no other modifications to the original filing are being made.