Plains GP (NYSE: PAGP) director adds 7,400 shares and new phantom grant

Rhea-AI Filing Summary

PLAINS GP HOLDINGS LP director Lawrence Michael Ziemba reported equity compensation and a related derivative exercise involving Class A equity. On 2026-08-14 he exercised 7,400 Phantom Class A shares, receiving 7,400 Class A Shares at a stated price of $0.0000 per share, bringing his directly held Class A position to 95,180 shares. On 2026-08-13 he was granted 6,150 Phantom Class A shares under a Long-Term Incentive Plan, each convertible into one Class A share upon vesting and carrying associated dividend equivalent rights payable in cash, with vesting linked to termination of service as director under specified conditions.

Insider Trade Summary

Net Buyer: 7,400 shares

Net Buy 3 txns

Insider Ziemba Lawrence Michael

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 — 95,180 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 received: 7,400 shares Class A holdings after transaction: 95,180 shares +2 more

5 metrics

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

Class A Shares received 7,400 shares Non-derivative Class A Shares acquired on 2026-08-14 from derivative exercise

Class A holdings after transaction 95,180 shares Direct Class A Shares held by Ziemba following 2026-08-14 transaction

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

Exercise price per share $0.0000 Stated per-share price for 7,400 Class A Shares acquired on 2026-08-14

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 Lawrence Michael Ziemba report on this Form 4?

Ziemba reported three transactions: exercise of 7,400 Phantom Class A shares into 7,400 Class A Shares on 2026-08-14 and a grant of 6,150 Phantom Class A shares on 2026-08-13, all held directly as equity-based compensation.

How many PAGP Class A Shares does Lawrence Michael Ziemba hold after the reported transactions?

After the 2026-08-14 exercise, Ziemba directly holds 95,180 Class A Shares. This figure reflects receipt of 7,400 shares from converting Phantom Class A shares into Class A equity, as disclosed in the non-derivative transaction line.

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

Ziemba received 6,150 Phantom Class A shares on 2026-08-13 under a Long-Term Incentive Plan. One Class A share is deliverable for each phantom share that vests, and the award includes dividend equivalent rights payable in cash, with vesting tied to specified termination conditions.

How do Phantom Class A shares convert into Class A Shares for PAGP?

For Ziemba’s awards, one Class A share is deliverable for each Phantom Class A share that vests. The Form 4 notes this 1:1 conversion structure, which governed the 7,400-share derivative exercise reported on 2026-08-14.

Were the reported PAGP insider transactions made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmed. No footnote describes the transactions as made pursuant to a pre-arranged Rule 10b5-1 trading plan, based on the information provided.

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 - 04:28 PM Accepted by SEC EDGAR 08/17/2026 - 04:28 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^*

Ziemba Lawrence Michael

(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	95,180	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/ Ann F. Gullion, as attorney-in-fact for Reporting Person	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)