Plains GP (PAGP) Director Receives Phantom Class A Share Awards Totaling 26,950

Rhea-AI Filing Summary

Gary R. Petersen, a director of Plains GP Holdings LP (PAGP), reported awards and acquisitions of Class A and Phantom Class A shares on Form 4. On 08/14/2025 he was shown as acquiring 7,650 and 11,900 Class A shares (transaction code M) at $0, bringing his beneficial ownership to 56,244 and then 68,144 Class A shares respectively. The filing also shows grants of Phantom Class A Shares tied to the companys Long-Term Incentive Plan: 7,650 and 11,900 phantom shares effective 08/14/2025 and an additional 7,400 phantom shares granted 08/14/2025 that vest on 08/14/2026; each phantom share converts into one Class A share when vested and includes dividend equivalent rights payable in cash. The phantom shares include a condition that vesting-related delivery may not occur if his service terminates for reasons other than death, disability or retirement.

Positive

• Equity alignment: Grants under the Long-Term Incentive Plan align the directors interests with shareholders via Phantom Class A Shares convertible one-for-one to Class A shares.
• Transparency: Form 4 discloses exact grant amounts and vesting condition (08/14/2026 for one tranche), providing clear reporting of insider ownership changes.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received equity-based compensation increasing potential Class A share count through phantom share grants.

The Form 4 documents equity compensation activity: director-level awards under the Long-Term Incentive Plan composed of Phantom Class A Shares that convert one-for-one to Class A shares upon vesting and carry dividend-equivalent cash rights. These grants are typical retention and alignment tools and increase potential outstanding Class A shares if vested and settled. The filings show immediate accounting of beneficial ownership and scheduled vesting for a tranche on 08/14/2026. No cash purchase price was recorded for the reported transactions.

Corporate Governance Expert

TL;DR: Governance action: director compensation via phantom share awards with standard vesting and termination provisions.

The disclosure indicates the company used phantom share awards to compensate a director, including dividend equivalent rights and a vesting condition that restricts delivery upon termination except for death, disability or retirement. This structure aligns director incentives with shareholder value while preserving flexibility for the issuer. The Form 4 properly reports the increases in beneficial ownership and the nature of the awards.

SEC Form 4

FORM 4

UNITED 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

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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^*

PETERSEN GARY R

(Last) (First) (Middle)

9651 KATY FREEWAY

6TH FLOOR

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PLAINS GP HOLDINGS LP [ PAGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Shares	08/14/2025		M		7,650	A	$0	56,244	D
Class A Shares	08/14/2025		M		11,900	A	$0	68,144	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Class A Shares(1)	(2)	08/14/2025		M			7,650	08/14/2025	08/14/2025	Class A Shares	7,650	$0	0	D
Phantom Class A Shares(1)	(2)	08/14/2025		M			11,900	08/14/2025	08/14/2025	Class A Shares	11,900	$0	0	D
Phantom Class A Shares(1)	(2)	08/14/2025		A		7,400		08/14/2026	(3)	Class A Shares	7,400	$0	7,400	D

Explanation of Responses:

1. Phantom Class A shares granted under Long-Term Incentive Plan (includes associated dividend equivalent rights payable in cash).

2. One Class A share is deliverable for each Phantom Class A share that vests.

3. Upon termination of service as director, other than because of death, disability or retirement.

	/s/ Gary R. Petersen	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did PAGP director Gary R. Petersen report on Form 4?

The filing reports acquisitions and grants of Class A and Phantom Class A shares on 08/14/2025, including phantom grants that convert one-for-one to Class A shares and include dividend equivalent rights.

How many Phantom Class A shares were granted to Gary R. Petersen and when do they vest?

Phantom grants reported total 26,950 shares (7,650, 11,900, and 7,400); one tranche of 7,400 vests on 08/14/2026 and the others are effective 08/14/2025 with conversion upon vesting.

Did Gary R. Petersen pay for the reported share transactions?

The transactions show a price of $0, indicating these were grants or awards rather than purchases.

What happens to the phantom shares if Petersen leaves the board?

The filing states phantom shares may not be delivered upon termination of service unless the termination is due to death, disability, or retirement (for the tranche with that condition).

How did the reported transactions affect Petersens beneficial ownership?

Following the reported acquisitions, the filing lists beneficial ownership figures of 56,244 and then 68,144 Class A shares after the respective 08/14/2025 transactions.