Plains GP (PAGP) Form 4 — Ellen DeSanctis Receives LTIP Phantom Awards

Rhea-AI Filing Summary

Ellen DeSanctis, a director of Plains GP Holdings L.P. (PAGP), received awards under the company�s Long-Term Incentive Plan on 08/14/2025. The filing reports grants of 7,650 Phantom Class A Shares (deliverable into one Class A share per phantom share) and 7,400 Phantom Class A Shares that vest on 08/14/2026. After the reported transactions, Ms. DeSanctis beneficially owns 37,100 Class A shares directly.

The phantom shares include associated dividend-equivalent rights payable in cash, and one tranche becomes deliverable on vesting; one tranche is subject to a termination-related vesting condition described in the filing.

Positive

• Grant of long-term incentives: Reporting person received 7,650 and 7,400 Phantom Class A Shares under the Long-Term Incentive Plan.
• Clear conversion ratio: One Phantom Class A share is deliverable for each Class A share that vests.
• Dividend equivalents: Phantom shares include associated dividend-equivalent rights payable in cash.
• Significant reported ownership: Beneficial ownership following the transaction is 37,100 Class A shares (direct).

Negative

• Vesting/forfeiture condition: One tranche is subject to forfeiture upon termination except for death, disability or retirement, per the filing.
• Potential future dilution: Phantom shares are deliverable into Class A shares upon vesting (explicit in the filing).

Insights

Corporate Governance Expert

TL;DR: Director awarded long-term phantom equity aligning incentives; terms include cash dividend equivalents and specific termination vesting conditions.

The filing documents standard director compensation via phantom Class A shares under the Long-Term Incentive Plan. The award combines an immediately reported tranche of 7,650 phantom shares and a time-restricted tranche of 7,400 phantom shares exercisable 08/14/2026. The disclosure notes associated dividend-equivalent rights payable in cash and an explicit vesting/forfeiture condition tied to termination other than death, disability or retirement. This is a routine governance disclosure reflecting equity-based pay for non-employee directors rather than a material corporate event.

Compensation Analyst

TL;DR: Non-cash phantom awards granted; one tranche vests in 2026 and both have one-to-one share delivery mechanics.

The details specify that each Phantom Class A share converts to one Class A share upon vesting and carries dividend-equivalent cash rights. The filing quantifies the grants (7,650 and 7,400 phantom shares) and reports total direct beneficial ownership of 37,100 Class A shares post-transaction. These elements allow investors and analysts to model potential future share delivery and cash dividend equivalents tied to director compensation, based solely on the filing's terms.

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^*

DeSanctis Ellen

(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	37,100	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		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/ Ellen DeSanctis	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.
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FAQ

What did Ellen DeSanctis report on Form 4 for PAGP?

The Form 4 reports grants of 7,650 and 7,400 Phantom Class A Shares on 08/14/2025 under the Long-Term Incentive Plan.

How many Class A shares does Ellen DeSanctis beneficially own after the transaction?

The filing shows Ms. DeSanctis beneficially owns 37,100 Class A shares following the reported transactions.

When do the phantom shares become deliverable into Class A shares?

The filing states one Class A share is deliverable for each Phantom Class A share that vests; a tranche is exercisable on 08/14/2026 and one tranche has execution/vesting noted on 08/14/2025.

Do the phantom shares include dividend rights?

Yes; the filing explains the Phantom Class A shares include associated dividend equivalent rights payable in cash.

What termination conditions affect vesting of the awards?

The filing specifies that delivery for one tranche is conditioned on not having terminated service as director except for death, disability or retirement.