Plains GP director exercises 7,400 units, new grant

PLAINS GP HOLDINGS LP director Kevin S. McCarthy reported equity compensation activity involving Class A and Phantom Class A shares of PAGP.

Rhea-AI Filing Summary

PLAINS GP HOLDINGS LP director Kevin S. McCarthy reported equity compensation activity involving Class A and Phantom Class A shares of PAGP. On August 14, 2026, he exercised 7,400 Phantom Class A shares into 7,400 Class A shares, resulting in direct ownership of 156,091 Class A shares. On August 13, 2026, he received a grant of 6,150 Phantom Class A shares under a Long-Term Incentive Plan, each tied to one Class A share and including dividend equivalent rights payable in cash, with delivery of shares described as occurring upon termination of service as director under specified conditions.

Insider Trade Summary

7,400 shares exercised/converted

Exercise 3 txns

Insider McCarthy Kevin S

Role Director

Type	Security	Shares	Price	Value
Exercise	Phantom Class A Shares F1, F2	7,400	$0.00	$0.00
Exercise	Class A Shares	7,400	$0.00	$0.00
Grant/Award	Phantom Class A Shares F1, F2, F3	6,150	$0.00	$0.00

Holdings After Transaction: Phantom Class A Shares — 6,150 contracts (Direct); Class A Shares — 156,091 shares (Direct)

Footnotes (3)

1. F1. Phantom Class A shares granted under Long-Term Incentive Plan (includes associated dividend equivalent rights payable in cash).
2. F2. One Class A share is deliverable for each Phantom Class A share that vests.
3. F3. Upon termination of service as director, other than because of death, disability or retirement.

Key Figures

Phantom shares exercised: 7,400 shares Class A shares acquired: 7,400 shares Class A shares held after transaction: 156,091 shares +2 more

5 metrics

Phantom shares exercised 7,400 shares Phantom Class A shares exercised or converted on August 14, 2026

Class A shares acquired 7,400 shares Class A shares received from exercise on August 14, 2026

Class A shares held after transaction 156,091 shares Direct ownership following August 14, 2026 transaction

Phantom shares granted 6,150 shares Phantom Class A shares granted on August 13, 2026 under Long-Term Incentive Plan

Exercise date of Phantom grant 2027-08-13 Exercise date field for 6,150 Phantom Class A shares grant

Key Terms

Phantom Class A shares, Long-Term Incentive Plan, dividend equivalent rights

3 terms

Phantom Class A shares financial

"Phantom Class A shares granted under Long-Term Incentive Plan"

Long-Term Incentive Plan financial

"granted under Long-Term Incentive Plan (includes associated dividend equivalent rights"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

dividend equivalent rights financial

"includes associated dividend equivalent rights payable in cash"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did PAGP director Kevin S. McCarthy report on this Form 4?

Kevin S. McCarthy reported three transactions: an exercise of 7,400 Phantom Class A shares into Class A shares, an associated acquisition of 7,400 Class A shares, and a grant of 6,150 Phantom Class A shares under a Long-Term Incentive Plan.

How many PAGP Class A shares does Kevin S. McCarthy hold after these transactions?

After the August 14, 2026 exercise, Kevin S. McCarthy directly holds 156,091 Class A shares of PAGP. This figure reflects the newly acquired 7,400 Class A shares from exercising Phantom Class A shares, as reported in the Form 4 data.

What are the terms of the 6,150 Phantom Class A shares granted to Kevin S. McCarthy at PAGP?

McCarthy was granted 6,150 Phantom Class A shares, with one Class A share deliverable for each Phantom share that vests. The grant includes dividend equivalent rights payable in cash and provides for delivery of shares upon termination of service as director under specified conditions.

On what dates did Kevin S. McCarthy’s reported PAGP transactions occur?

The reported transactions occurred on August 13, 2026 and August 14, 2026. The 6,150 Phantom Class A share grant was dated August 13, 2026, and the exercise of 7,400 Phantom Class A shares and acquisition of 7,400 Class A shares were dated August 14, 2026.

What is the relationship between Phantom Class A shares and Class A shares at PAGP?

For Kevin S. McCarthy’s awards, one Class A share is deliverable for each Phantom Class A share that vests. The Phantom shares were granted under a Long-Term Incentive Plan and include dividend equivalent rights payable in cash, according to the footnotes.

Were Kevin S. McCarthy’s reported PAGP transactions made under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed for these transactions. There is no footnote stating that the transactions were executed pursuant to a Rule 10b5-1 trading plan or similar pre-arranged trading arrangement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/17/2026 - 04:15 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/14/2026		M		7,400	A	$0	156,091	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)	08/14/2026		M			7,400	08/14/2026	08/14/2026	Class A Shares	7,400	$0	0	D
Phantom Class A Shares(1)	(2)	08/13/2026		A		6,150		08/13/2027	(3)	Class A Shares	6,150	$0	6,150	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	08/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)