Plains GP (PAGP) Director Receives Phantom Share Awards Increasing Ownership to 73,401

Rhea-AI Filing Summary

Bobby S. Shackouls, a director of Plains GP Holdings LP (PAGP), reported equity awards and resulting ownership changes. On 08/14/2025 he was granted Phantom Class A Shares under the company’s Long-Term Incentive Plan that convert one-for-one into Class A shares when vested and include cash dividend equivalents. Two grants (7,650 and 11,900 Phantom shares) were reported as acquired effective 08/14/2025, and an additional 7,400 Phantom shares were granted on 08/14/2025 that vest on 08/14/2026. After the transactions his reported beneficial ownership of Class A shares totaled 73,401 shares.

Positive

• Director alignment: Grants under the Long-Term Incentive Plan align the director’s interests with shareholders through one-for-one Phantom-to-Class A conversion.
• Clear disclosure: Form 4 specifies grant dates, quantities (7,650; 11,900; 7,400), vesting date for the 7,400 units (08/14/2026), and resulting beneficial ownership (73,401 Class A shares).

Negative

• Contingent dilution: Phantom awards convert to Class A shares on vesting, which could increase outstanding shares if all units are delivered.
• Vesting limitation on one award: The 7,400-unit award vests only upon continued service through 08/14/2026 and is forfeitable upon termination other than by death, disability, or retirement.

Insights

Corporate Governance Expert

TL;DR: Board director received time-based phantom share awards that align incentives with shareholders.

The grants are standard long-term incentive compensation for a non-employee director and include dividend-equivalent rights payable in cash, which preserves economic alignment without immediate dilution. The one-for-one conversion feature means delivery of actual Class A shares upon vesting. The reported increase to 73,401 Class A shares reflects both immediate phantom-to-share conversions and outstanding vested/vestable phantom units. This filing is a routine disclosure of director compensation rather than an operational or financial event.

Securities Analyst

TL;DR: Insider received equity-linked compensation; transaction is informative but not materially market-moving.

The Form 4 shows multiple phantom share awards on 08/14/2025: two immediate phantom grants (7,650 and 11,900) and a 7,400-unit award that vests 08/14/2026. The awards carry $0 exercise price and convert one-for-one to Class A shares. There is no cash purchase or sale disclosed, and no derivative exposure remains following conversion entries. Impact to outstanding share count is indirect and contingent on vesting/delivery, so investor impact is limited.

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

OMB Number:			3235-0287
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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^*

SHACKOULS BOBBY 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	61,501	D
Class A Shares	08/14/2025		M		11,900	A	$0	73,401	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/ Bobby S. Shackouls	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Bobby S. Shackouls report on Form 4 for PAGP?

He reported receipt of Phantom Class A share awards on 08/14/2025 (7,650; 11,900; and 7,400 units) under the Long-Term Incentive Plan and a post-transaction beneficial ownership of 73,401 Class A shares.

Do the Phantom Class A shares convert into actual PAGP shares?

Yes. The filing states one Class A share is deliverable for each Phantom Class A share that vests, and the units include cash dividend-equivalent rights.

Is there an exercise price or cash paid for these awards?

No. The reported price for the Phantom awards and associated Class A shares is $0, indicating they are compensation grants rather than purchased securities.

When do the Phantom shares vest?

Two Phantom grants were reported with effective date 08/14/2025; an additional 7,400-unit award is shown with a vesting date of 08/14/2026 and forfeiture upon termination other than death, disability, or retirement.

Does this Form 4 show any cash sales or purchases of PAGP stock?

No. All transactions reported are acquisitions of phantom/award units with $0 price; there are no cash purchases or disposals listed.