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Plains GP Holdings, L.P. 8-K Filings

PAGP NASDAQ

Every 8-K that Plains GP Holdings, L.P. (PAGP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow PAGP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PAGP filings page.

Rhea-AI Summary

Plains GP Holdings (through Plains All American Pipeline) reported very strong second-quarter 2026 results, driven by the sale of its Canadian NGL business. Net income attributable to PAA was $1.830 billion, including an approximately $1.6 billion gain on the divestiture, and net cash provided by operating activities was $956 million.

Underlying performance improved. Adjusted EBITDA attributable to PAA rose to $738 million, with crude-oil Adjusted EBITDA up 19% year-on-year, helped by the Cactus III pipeline acquisition, higher pipeline volumes and optimization initiatives, partly offset by Permian long-haul contract rate resets. Adjusted EBITDA from NGL decreased 54%, mainly reflecting the Canadian NGL sale.

Balance sheet and capital returns strengthened. The company used sale proceeds to reduce debt by approximately $2.9 billion, resulting in a pro forma leverage ratio of 3.3x and total debt-to-book capitalization of 43%. The quarterly distribution was increased 10% to $0.4175 per common unit ($1.67 annualized), with implied DCF per common unit and equivalent of $0.70 and distribution coverage of 1.69x. Adjusted Free Cash Flow was $4.189 billion, including $3.483 billion of Canadian NGL sale proceeds, supporting 2026 organic growth capital now guided to $400–$450 million and a 75 Mb/d expansion of the Cactus III pipeline.

Rhea-AI Summary

Plains GP Holdings, L.P., through subsidiary Plains All American Pipeline, L.P., entered into a new senior unsecured revolving credit facility with $2.7 billion of committed borrowing capacity. Up to $800 million is available for letters of credit and up to $225 million for swing line loans, with an option to increase total commitments to $4.0 billion.

The facility matures on June 12, 2031 and allows one or more one-year extensions subject to lender approval. It includes a quarterly financial covenant limiting the ratio of Consolidated Funded Indebtedness to adjusted Consolidated EBITDA to no greater than 5.00 to 1.00, rising to 5.50 to 1.00 during an Acquisition Period. In connection with this new agreement, Plains entities repaid in full and terminated the prior revolving credit and hedged inventory facilities.

Rhea-AI Summary

Plains GP Holdings, L.P. announced a planned leadership change in its senior accounting roles. Effective September 1, 2026, Russ Montgomery will become Vice President, Accounting and Chief Accounting Officer of the general partners of both Plains All American Pipeline, L.P. and Plains GP Holdings, L.P.

Chris Herbold, who has been Senior Vice President, Finance and Chief Accounting Officer for both entities, will retire on August 31, 2026. Montgomery, age 50, has held a series of progressively senior accounting roles at Plains All American since 2002, including Vice President, Controller since 2019.

Rhea-AI Summary

Plains GP Holdings, L.P. held its 2026 annual meeting of Class A, B and C shareholders on May 20, 2026. Shareholders voted on electing four Class I directors, ratifying the independent auditor, and approving 2025 named executive officer compensation on a non-binding advisory basis.

Out of 763,943,591 shares entitled to vote, 638,017,947 shares were represented in person or by proxy, an approximately 83.5% turnout. Each director nominee received between 97.8% and 98.4% of votes cast, with substantial broker non-votes reported.

Shareholders voted 629,742,215 shares in favor of ratifying PricewaterhouseCoopers LLP as the independent registered public accounting firm, representing 98.7% of votes cast. The advisory vote on 2025 executive compensation passed with 302,893,968 votes for, 165,486,984 against, and 64.4% of votes cast in favor.

Rhea-AI Summary

Plains All American Pipeline, L.P. and Plains GP Holdings, L.P. have appointed Cynthia B. Taylor as an independent Class III member of the Board of Directors of PAA GP Holdings LLC, which manages the business and affairs of both PAA and PAGP. She will also serve on the Compensation Committee and the Health, Safety, Environmental and Sustainability Committee.

Ms. Taylor brings over 30 years of energy industry experience, including serving as Chief Executive Officer and President of Oil States International, Inc. from May 2007 until her retirement in May 2026, and prior senior financial and operational roles at several energy companies and Ernst & Young. She also serves as a director of AT&T Inc. and chairs its audit committee, and previously served as a director of the Federal Reserve Bank of Dallas.

Consistent with the company’s non-employee director compensation program, Ms. Taylor will receive an annual cash retainer of $120,000 and an annual grant of phantom Class A Shares of PAGP valued at approximately $160,000, which vest in one year and are settled in Class A Shares with distribution equivalent rights.

Rhea-AI Summary

Plains GP Holdings, L.P. completed the sale of its Canadian natural gas liquids business to Keyera Corp. for approximately CAD $5.13 billion (about USD $3.76 billion). Net cash proceeds of about $3.3 billion, after taxes and expenses, will be used mainly to repay debt, including PAA’s commercial paper, a $1.1 billion term loan and 4.50% senior notes due December 2026, and for general partnership purposes.

Plains expects its leverage ratio to move toward the middle of its targeted 3.25x to 3.75x range and highlights a strategic shift to a pure-play crude oil midstream business. The company does not anticipate a special distribution, noting tax impacts to unitholders are expected to be mitigated by bonus depreciation from the Cactus III acquisition.

Rhea-AI Summary

Plains All American Pipeline and Plains GP Holdings reported mixed first-quarter 2026 results and raised full-year guidance. Net income attributable to PAA was $152 million, down from $443 million a year earlier, while net cash provided by operating activities was $418 million versus $639 million. Adjusted EBITDA attributable to PAA slipped to $730 million from $754 million as stronger crude oil performance was offset by weaker NGL results. Crude oil Adjusted EBITDA rose 4% to $582 million, but NGL Adjusted EBITDA fell 23% to $145 million, largely on lower frac spreads and volumes. The quarterly cash distribution increased to $0.4175 per unit from $0.3800. Management increased the midpoint of 2026 Adjusted EBITDA guidance attributable to PAA by $130 million to $2.880 billion and lifted 2026 Adjusted Free Cash Flow guidance to about $1.850 billion. The Canadian NGL business is classified as held for sale and treated as discontinued operations ahead of an expected divestiture closing in May 2026.

Rhea-AI Summary

Plains GP Holdings, L.P., through subsidiary Plains All American Pipeline, L.P. (PAA), amended two key bank credit facilities with Bank of America and other lenders. On February 26, 2026, PAA entered into a Third Amendment to its Revolver and a Third Amendment to its Hedged Inventory Facility.

The amendments primarily replace Plains Midstream Canada ULC (PMCULC) with Plains Canada Liquid Pipelines ULC (PCLPULC) as a borrower. Commitments to extend credit to PMCULC were terminated, PMCULC was released from its obligations and related collateral liens, and PCLPULC agreed to be bound as if originally a borrower, including granting a security interest under the Hedged Inventory Facility.

The amendments include customary conditions, representations, warranties and ratifications, and confirm that PAA’s guaranty of borrower obligations under the Hedged Inventory Facility remains in full force and effect. Importantly, they do not change aggregate lender commitments, maturity dates, pricing, covenants or other material economic terms of either facility.

Rhea-AI Summary

Plains All American Pipeline (PAA) and Plains GP Holdings (PAGP) reported strong fourth-quarter and full-year 2025 results and issued 2026 guidance. Net income attributable to PAA was $342 million for the quarter and $1.435 billion for 2025, with net cash provided by operating activities of $785 million for the quarter and $2.936 billion for the year.

Full-year 2025 Adjusted EBITDA attributable to PAA reached $2.833 billion, modestly above 2024. Crude oil Adjusted EBITDA grew, while NGL Adjusted EBITDA declined, reflecting weaker NGL volumes and frac spreads. PAA’s year-end 2025 pro forma leverage ratio was 3.9x, with management expecting it to move back toward the 3.25x–3.75x target range after the planned Canadian NGL business divestiture.

For 2026, PAA targets Adjusted EBITDA attributable to PAA at a midpoint of $2.75 billion ± $75 million, including one quarter of $100 million NGL contribution, and expects approximately $1.80 billion in Adjusted Free Cash Flow excluding changes in assets and liabilities and NGL sale proceeds. The annualized distribution will rise by $0.15 to $1.67 per unit, a 10% increase versus 2025, and the distribution coverage threshold is being reduced from 160% to 150%.

Rhea-AI 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.

Rhea-AI Summary

Plains GP Holdings (PAGP) reported that its consolidated subsidiaries, Plains All American Pipeline, L.P. and PAA Finance Corp., completed a public debt offering of $750 million in senior notes. The add-on issuance included $300 million of 4.700% Senior Notes due 2031 and $450 million of 5.600% Senior Notes due 2036.

These notes were issued as additional tranches to the September 2025 offerings and now bring each series to $1 billion outstanding. Interest is payable on January 15 and July 15, starting January 15, 2026. The notes are senior unsecured obligations of PAA, rank pari passu with its other senior debt, and are effectively subordinated to secured debt to the extent of collateral value. The issuers may redeem the notes before maturity at prices specified in the indenture.

The offering was conducted under an effective Form S-3 shelf (No. 333-281967). An underwriting agreement was executed on November 10, 2025 with Citigroup, CIBC, RBC Capital Markets, and SMBC Nikko as representatives of the underwriters. The indenture includes customary covenants and events of default.

Rhea-AI Summary

Plains GP Holdings (PAGP) reported that a wholly owned subsidiary of Plains All American Pipeline completed two transactions to acquire all interests in EPIC Crude Holdings and its general partner. On October 31, 2025, the buyer purchased an aggregate 55% interest from Diamondback and Kinetik for approximately $1.57 billion, inclusive of about $600 million of EPIC Term Loan debt, with a potential $193 million earnout tied to sanctioning an expansion to at least 900,000 barrels per day before the end of 2027. Effective November 1, 2025, it purchased the remaining 45% from an Ares subsidiary for approximately $1.33 billion, inclusive of about $500 million of EPIC Term Loan debt, with a potential earnout of up to $157 million based on additional sanctioned capacity before the end of 2028.

As a result, PAA now indirectly owns 100% of EPIC and will serve as operator of record of the EPIC Pipeline, which spans ~800 miles, has capacity of over 600,000 barrels/day, ~7 million barrels of storage, and over 200,000 barrels/day of export capacity. EPIC’s credit facilities include a $1.2 billion term loan (about $1.1 billion outstanding as of November 1, 2025; maturity October 15, 2031) and a $125 million revolver (maturity 2029), with quarterly-tested covenants.

Rhea-AI Summary

Plains GP Holdings (PAGP) furnished an 8-K announcing it released its third-quarter 2025 results. The company provided the details in a press release attached as Exhibit 99.1. The disclosure appears under Items 2.02 and 7.01 and, consistent with General Instruction B.2, is furnished rather than filed.

Rhea-AI Summary

Plains GP Holdings, L.P. (PAGP) filed an 8-K reporting material events tied to its indenture and related guarantees. The filing lists specific events of default including payment defaults on notes that continue for 60 days, missed principal or premium payments when due, and failures to satisfy indenture obligations after notice and grace periods. It notes payment defaults or accelerations on other indebtedness totaling $150.0 million or more as a separate trigger. The filing also describes bankruptcy-related events and conditions where a subsidiary guarantor’s guarantee could cease, be voided, or be disaffirmed. The items referenced include the creation of a direct financial obligation and other events and exhibits.

Rhea-AI Summary

Plains GP Holdings, L.P. reports that a wholly owned subsidiary of Plains All American Pipeline, L.P. has signed a Purchase and Sale Agreement to acquire a 55% non-operated interest in EPIC Crude Holdings, LP, which owns and operates the EPIC Crude Oil Pipeline. The base purchase price is approximately $1.57 billion, including about $600 million of debt, and there is a potential earnout of roughly $193 million if an expansion of the pipeline to at least 900,000 barrels per day is formally sanctioned before the end of 2027.

EPIC Crude Holdings’ assets include about 800 miles of long-haul crude oil pipelines, operating capacity of over 600,000 barrels per day with low-cost expansion potential, around 7 million barrels of storage, and more than 200,000 barrels per day of export capacity. The remaining 45% interest is held by a portfolio company of Ares Management Corporation, which operates the system. Closing is expected in the first quarter of 2026, subject to customary conditions and regulatory approvals.

Rhea-AI Summary

Plains GP Holdings reported new long-term incentive grants consisting of phantom units tied to Plains All American Pipeline, L.P. (PAA) common units and associated distribution equivalent rights (DERs). A grant of 500,000 phantom units vests in two performance tranches: 25% when trailing-four-quarter DCF per PAA unit reaches $3.00 and 75% when it reaches $3.50. DERs from a 2018 Promotional Grant vest in thirds at specified DCF hurdles of $2.60 and $2.80 with one-third already vested in May 2019. Grants include accelerated vesting on death, disability, termination without cause, change in control, or board-approved retirement, and unvested units expire on October 1, 2030. Two named grants (Goebel and Chandler) have scheduled service-based vesting dates in August 2030 and August 2028 respectively, with staged DER payment schedules starting August 2026.

Rhea-AI Summary

Plains GP Holdings, L.P. furnished an update on its business by reporting that it issued a press release covering its second-quarter 2025 financial results. The press release, dated August 8, 2025, is included as Exhibit 99.1 to this report.

The information about results of operations and financial condition is provided under Items 2.02 and 7.01 and is designated as "furnished" rather than "filed" under securities laws, which limits how it is incorporated into other regulatory documents.