Plains GP (PAGP) Director Receives Long-Term Incentive Phantom Shares

Rhea-AI Filing Summary

Alexandra Pruner, a director of Plains GP Holdings LP (PAGP), reported equity awards and related acquisitions on 08/14/2025. The filing shows grants of Phantom Class A Shares under the company's Long-Term Incentive Plan with associated dividend-equivalent rights payable in cash. Each Phantom share is deliverable for one Class A share when vested. Transactions reported include acquisitions at $0, and the filing shows 80,894 Class A shares beneficially owned following the reported transactions. One tranche of 7,400 Phantom shares becomes exercisable on 08/14/2026, and certain vesting is subject to termination-of-service conditions described in the filing.

Positive

• Director alignment: Grants convert one-for-one to Class A shares, aligning the director's interests with shareholders.
• Transparent terms: Filing discloses dividend-equivalent rights and vesting/termination conditions for the phantom awards.

Negative

• Potential dilution: Phantom shares are deliverable into Class A shares on vesting, which could increase share count when settled.
• Deferred vesting: A tranche exercisable 08/14/2026 is subject to termination conditions, creating uncertainty about timing of share delivery.

Insights

Financial Analyst

TL;DR: Director received equity-based compensation that increases her stake and ties pay to future performance and vesting.

The reported grants consist of Phantom Class A Shares under the Long-Term Incentive Plan, with one-for-one settlement into Class A shares on vesting and cash dividend equivalents. The acquisitions are recorded at $0, indicating these are compensatory awards rather than open-market purchases. The incremental ownership reported—culminating in 80,894 Class A shares—modestly increases insider alignment with shareholders. The 7,400-share tranche exercisable on 08/14/2026 introduces a future deliverable that depends on continued service or other conditions, which affects the timing of potential share delivery.

Corporate Governance Expert

TL;DR: Standard director compensation via phantom shares; disclosure clarifies conversion and post-termination rules.

The filing documents routine long-term incentive awards to a board member. Key governance points are explicit: Phantom shares include dividend-equivalent rights and convert one-for-one into Class A shares, and there is a specified post-termination vesting rule for one tranche. These details provide transparency on compensation structure and potential future dilution timing. There are no indications of unusual terms or related-party transactions in the disclosed items.

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

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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^*

Pruner Alexandra

(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	68,994	D
Class A Shares	08/14/2025		M		11,900	A	$0	80,894	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/ Alexandra Pruner	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).
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FAQ

What did Alexandra Pruner report on Form 4 for PAGP?

She reported grants of Phantom Class A Shares under the Long-Term Incentive Plan and related acquisitions recorded on 08/14/2025, with post-transaction ownership of 80,894 Class A shares.

How many Phantom Class A Shares were granted to the director?

The filing shows Phantom grants of 7,650, 11,900, and an additional 7,400 shares (the 7,400 tranche is exercisable 08/14/2026).

Do the Phantom shares pay dividends or convert to actual shares?

Yes. The Phantom Class A Shares include dividend-equivalent rights payable in cash and are deliverable one-for-one into Class A shares upon vesting.

What price was reported for these transactions?

The reported price for the acquisitions is $0, indicating these are compensatory awards rather than purchases.

When did these transactions occur and when was the Form 4 signed?

Transactions occurred on 08/14/2025 and the Form 4 bears a signature date of 08/18/2025.