Plains GP (NYSE: PAGP) director gets shares at $0.00 exercise price

Rhea-AI Filing Summary

PLAINS GP HOLDINGS LP director Gary R. Petersen reported equity compensation and related derivative activity. On 2026-08-13, he received 6,150 Phantom Class A Shares under a Long-Term Incentive Plan, each paired with cash dividend equivalent rights and ultimately deliverable as one Class A share upon vesting and qualifying termination of service. On 2026-08-14, he exercised 7,400 Phantom Class A Shares for 7,400 Class A Shares at a stated price of $0.00 per share, leaving him with 75,544 Class A Shares held directly after the transaction.

Insider Trade Summary

Net Buyer: 7,400 shares

Net Buy 3 txns

Insider PETERSEN GARY R

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 shares (Direct); Class A Shares — 75,544 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 granted: 6,150 Phantom Class A Shares Phantom shares exercised: 7,400 Phantom Class A Shares Class A shares acquired on exercise: 7,400 Class A Shares +3 more

6 metrics

Phantom shares granted 6,150 Phantom Class A Shares Grant under Long-Term Incentive Plan on 2026-08-13

Phantom shares exercised 7,400 Phantom Class A Shares Exercised/converted on 2026-08-14 into Class A Shares

Class A shares acquired on exercise 7,400 Class A Shares Received upon exercise of Phantom Class A Shares on 2026-08-14

Exercise price per share $0.00 per share Reported transaction price for 7,400 Class A Shares on 2026-08-14

Class A shares held after transaction 75,544 Class A Shares Direct ownership reported following August 14, 2026 transaction

Underlying shares per phantom unit 1 Class A share per Phantom Class A Share Delivery ratio described in footnote F2

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

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

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

What insider transactions did PAGP director Gary R. Petersen report on August 13-14, 2026?

Gary R. Petersen reported a grant of 6,150 Phantom Class A Shares on August 13, 2026, and an exercise of 7,400 Phantom Class A Shares into 7,400 Class A Shares on August 14, 2026, at a stated price of $0.00 per share.

How many Class A shares of PAGP does Gary R. Petersen hold after these Form 4 transactions?

After the reported transactions, Gary R. Petersen holds 75,544 Class A Shares directly. This figure reflects the position reported immediately following the August 14, 2026 exercise of 7,400 Phantom Class A Shares into 7,400 Class A Shares.

What are the key terms of the 6,150 Phantom Class A Shares granted to the PAGP director?

The 6,150 Phantom Class A Shares were granted under a Long-Term Incentive Plan, include associated dividend equivalent rights payable in cash, and provide that one Class A share is deliverable for each Phantom Class A share that vests upon qualifying termination of service.

Did the PAGP director’s August 14, 2026 exercise involve a cash purchase price?

The exercise of 7,400 Phantom Class A Shares into 7,400 Class A Shares on August 14, 2026 is reported at a transaction price per share of $0.00, indicating no stated cash exercise price in the reported terms.

Are the Phantom Class A Shares for PAGP settled in actual Class A shares?

Yes. The footnotes state that one Class A share is deliverable for each Phantom Class A Share that vests, so the award represents a right to receive Class A shares upon satisfaction of vesting and termination conditions.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/17/2026 - 04:18 PM Accepted by SEC EDGAR 08/17/2026 - 04:17 PM 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^*

PETERSEN GARY R

(Last) (First) (Middle)

9651 KATY FREEWAY

6TH FLOOR

(Street)

HOUSTON TEXAS 77024

(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	75,544	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/ Gary R. Petersen	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)