Plains GP Holdings (PAGP) director files Form 4 for phantom and Class A share grants

Rhea-AI Filing Summary

John T. Raymond, a director of Plains GP Holdings L.P. (PAGP), reported multiple grant and acquisition transactions dated 08/14/2025. The Form 4 shows non-derivative entries for Class A shares acquired via plan-related transactions (codes M) totaling 19,550 Class A equivalent units across two entries (7,650 and 11,900) recorded at $0, increasing his beneficial ownership to 315,394 Class A shares after the transactions. The filing also discloses phantom Class A share awards under the company’s Long-Term Incentive Plan that convert one-for-one to Class A shares when they vest and include dividend equivalent rights payable in cash. One tranche of phantom shares (7,400) vests on 08/14/2026, with a forfeiture condition upon termination except for death, disability or retirement. The Form is signed on 08/18/2025.

Positive

• Disclosure of LTIP awards with explicit conversion mechanics: one Phantom Class A share converts to one Class A share.
• Post-transaction beneficial ownership is disclosed: reporting person holds 315,394 Class A shares after the reported transactions.
• Vesting timetable disclosed: a tranche of 7,400 phantom shares vests on 08/14/2026 with stated forfeiture conditions.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director reported routine LTIP-driven acquisitions and phantom share grants increasing direct holdings to 315,394 Class A shares.

The Form 4 documents compensation-related activity rather than open-market purchases. Codes and explanations indicate awards under the Long-Term Incentive Plan with phantom Class A shares that are deliverable one-for-one into Class A shares upon vesting and include cash dividend equivalents. The immediate effect is an increase in reported beneficial ownership to 315,394 Class A shares; one vesting tranche of 7,400 phantom shares is scheduled for 08/14/2026. For investors, this filing clarifies insider compensation mechanics and the potential for future share issuance upon vesting, but it does not disclose cash purchases or dispositions.

Corporate Governance Expert

TL;DR: Report shows standard director compensation via LTIP grants with clear vesting/forfeiture conditions and dividend equivalents.

The disclosure is detailed: phantom awards are tied to the Long-Term Incentive Plan and include dividend equivalent rights payable in cash, and one tranche contains a forfeiture provision upon termination absent death, disability or retirement. The Form 4 properly identifies the reporting person as a director and provides required transaction dates and post-transaction ownership amounts. This appears to be routine governance-level compensation disclosure rather than a material corporate action.

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^*

RAYMOND JOHN T

(Last) (First) (Middle)

2229 SAN FELIPE STREET

SUITE 1300

(Street)

HOUSTON TX 77019

(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	303,494	D
Class A Shares	08/14/2025		M		11,900	A	$0	315,394	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/ John T. Raymond	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

What did John T. Raymond report on Form 4 for PAGP?

The filing reports the acquisition of phantom and Class A share equivalents under the Long-Term Incentive Plan, increasing his beneficial ownership to 315,394 Class A shares.

When were the transactions reported for PAGP Form 4?

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

How many Phantom Class A shares were granted and what are the conversion terms?

Phantom grants include 7,650, 11,900, and a tranche of 7,400; each phantom share is deliverable as one Class A share when vested, with dividend equivalents paid in cash.

When does the 7,400-phantom-share tranche vest and what are the termination conditions?

The 7,400 phantom shares vest on 08/14/2026 and are forfeited if the director’s service terminates except for death, disability, or retirement.

Were any Class A shares purchased for cash in these transactions?

No cash purchases are reported; the entries show acquisitions at a reported price of $0, indicating grant-based awards.