Plains GP Holdings (PAGP) Form 4 — Ziemba granted 19,550 units under LTIP

Rhea-AI Filing Summary

Lawrence Michael Ziemba, a director of Plains GP Holdings L.P. (PAGP), reported equity awards and share acquisitions on 08/14/2025. The Form 4 shows two non‑derivative entries that record acquisitions totaling 19,550 Class A shares (7,650 and 11,900) at a reported price of $0. Related derivative entries show Phantom Class A shares granted under the company’s Long‑Term Incentive Plan, each convertible one‑for‑one into Class A shares with associated cash dividend equivalents. An additional award of 7,400 phantom shares vests on 08/14/2026, with forfeiture upon termination of service other than for death, disability or retirement. The reporting person signed the form on 08/18/2025.

Insights

Financial Analyst

TL;DR: Director received sizable zero‑cost phantom and Class A share awards totaling 19,550 units, largely a compensation/retention event.

The reported transactions are grants under the Long‑Term Incentive Plan rather than market purchases, shown at a price of $0 and structured as Phantom Class A shares convertible one‑for‑one. Immediate beneficial ownership changes are recorded, and a tranche vests on 08/14/2026 subject to forfeiture on non‑qualifying termination. For investors, this is a routine director compensation disclosure and does not by itself indicate changes to operations or financial performance.

Corporate Governance Expert

TL;DR: The filing documents standard equity compensation and typical vesting conditions for a board member.

The disclosure identifies the reporting person as a director and details phantom share grants that include dividend equivalent rights. Vesting and forfeiture terms are explicitly noted, including an award exercisable/vesting on 08/14/2026 and forfeiture on termination except for death, disability or retirement. This aligns with common retention practices for directors and provides transparency on insider holdings and potential dilution from future share deliveries.

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^*

Ziemba Lawrence Michael

(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	75,880	D
Class A Shares	08/14/2025		M		11,900	A	$0	87,780	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/ Lawrence Michael Ziemba	08/18/2025
	** Signature of Reporting Person	Date
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