Victor Burk reports Class A purchases and phantom share grants at PAGP

Rhea-AI Filing Summary

Victor Burk, a director of Plains GP Holdings LP (PAGP), reported multiple equity awards and acquisitions on 08/14/2025. The filing shows non-derivative acquisitions of 7,650 and 11,900 Class A shares (transaction code M) that increased his beneficial ownership to 31,023 and 42,923 shares respectively. The filing also reports derivative awards of Phantom Class A shares under the company’s Long-Term Incentive Plan: two grants of 7,650 and 11,900 phantom shares (transaction code M) and a grant of 7,400 phantom shares (transaction code A) that become deliverable as one Class A share per phantom share and carry dividend-equivalent cash rights. The phantom shares vest or become deliverable per the plan, with the 7,400 tranche exercisable/settling on 08/14/2026. The form is signed 08/18/2025.

Positive

• Director participation: Victor Burk acquired Class A shares (7,650 and 11,900) increasing his beneficial ownership to 42,923 shares.
• LTIP alignment: Grants of Phantom Class A shares under the Long-Term Incentive Plan (including a 7,400-tranche exercisable/settling 08/14/2026) align director compensation with shareholder value.
• Transparent disclosure: Filing specifies conversion (one phantom share = one Class A share) and notes dividend-equivalent cash rights.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received sizeable equity grants and acquired Class A shares, increasing his reported stake in PAGP.

The filing documents both direct acquisitions and incentive-plan derivative grants, showing meaningful insider participation. Two non-derivative purchase entries (7,650 and 11,900 Class A shares) increased reported beneficial ownership to 42,923 shares. Separately, phantom share awards under the Long-Term Incentive Plan (including a 7,400-tranche with delivery on 08/14/2026) convert one-for-one to Class A shares and include cash dividend equivalents. For investors, insider acquisitions and LTIP grants are straightforward compensation and retention actions; the filing contains no financial performance metrics.

Corporate Governance Expert

TL;DR: Governance action: director-level equity awards disclosed, consistent with standard LTIP practices.

The disclosure identifies Victor Burk as a director and reports awards under the company’s Long-Term Incentive Plan with standard dividend-equivalent rights. The phantom shares convert one-for-one to Class A shares and include a vesting/settlement provision tied to director service (noting exception events). The filing is routine for executive/director compensation and contains clear explanations of the nature and settlement timing 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^*

Burk Victor

(Last) (First) (Middle)

333 CLAY STREET

SUITE 1600

(Street)

HOUSTON TX 77002

(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	31,023	D
Class A Shares	08/14/2025		M		11,900	A	$0	42,923	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/ Victor Burk	08/18/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transactions did Victor Burk report on PAGP Form 4?

He reported acquisitions of 7,650 and 11,900 Class A shares and grants of Phantom Class A shares (7,650; 11,900; and a 7,400 tranche).

When were the transactions executed and when was the Form 4 signed?

The transactions are dated 08/14/2025 and the Form 4 was signed on 08/18/2025.

What are Phantom Class A shares in this filing?

The filing states Phantom Class A shares are granted under the Long-Term Incentive Plan, convert one-for-one into Class A shares when deliverable, and include dividend-equivalent cash rights.

How many Class A shares will the 7,400 phantom shares deliver and when?

The 7,400 phantom shares are deliverable as 7,400 Class A shares and are exercisable/settle on 08/14/2026 per the filing.

What is Victor Burk’s relationship to PAGP according to the Form 4?

The form identifies Victor Burk as a Director of Plains GP Holdings LP.