Plains GP (PAGP) Director Awarded Phantom Class A Shares; Ownership Rises

Rhea-AI Filing Summary

Kevin S. McCarthy, a director of Plains GP Holdings L.P. (PAGP), reported awards and acquisitions of Class A economic interests under the company's long-term incentive plan. On 08/14/2025 he was reported to have received two issuances recorded as phantom Class A share awards totaling 19,550 phantom shares (7,650 and 11,900) that each convert one-for-one into Class A shares upon vesting and include dividend-equivalent cash rights. The filings show beneficial ownership of Class A shares rising from 136,791 to 148,691 after the reported transactions.

In addition, a separate grant of 7,400 phantom Class A shares was recorded on 08/14/2025 that becomes exercisable on 08/14/2026, with a forfeiture condition on termination of service other than for death, disability or retirement. All reported phantom awards have a $0 exercise price and are disclosed as direct beneficial ownership. The Form 4 was signed on 08/18/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director equity compensation aligns interests but appears non-material to shareholders.

The Form 4 documents standard long-term incentive awards to a director under the company LTIP: phantom shares that convert one-for-one into Class A shares and include dividend-equivalent rights. The grant structure with vesting and post-termination forfeiture conditions is typical governance practice to retain and align independent directors. Reported increases in direct beneficial ownership are modest relative to institutional holdings and do not indicate an unusual governance event.

Compensation Analyst

TL;DR: Compensation disclosure shows customary equity-based director pay, timed grants rather than market purchases.

The filing shows two immediate phantom awards and one time‑delayed award exercisable in 2026, all with a $0 exercise price and one-for-one share delivery on vesting. The inclusion of dividend-equivalent cash rights is common. From a pay-design perspective, the mix of immediate and deferred phantom shares supports retention without immediate dilution. No cash amounts or extraordinary terms are disclosed.

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^*

McCarthy Kevin S

(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	136,791	D
Class A Shares	08/14/2025		M		11,900	A	$0	148,691	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/ Kevin S. McCarthy	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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FAQ

Who filed the Form 4 for PAGP?

The Form 4 was filed by Kevin S. McCarthy, a director of Plains GP Holdings L.P.

What securities were reported on the Form 4 for PAGP?

The filing reports Phantom Class A shares under the Long-Term Incentive Plan that are deliverable one-for-one into Class A shares and include dividend-equivalent cash rights.

How many phantom shares were granted to Kevin S. McCarthy on 08/14/2025?

He was reported to receive 7,650 and 11,900 phantom shares (total 19,550) on 08/14/2025, plus a separate grant of 7,400 phantom shares exercisable 08/14/2026.

Did the reported transactions change McCarthy's beneficial ownership of Class A shares?

Yes. Beneficial ownership reported in the form increased from 136,791 to 148,691 Class A shares following the reported transactions.

Are there any exercise prices or cash payments required for these phantom shares?

No. The Form 4 shows a $0 price for the phantom awards and underlying Class A shares.