PLAINS GP HOLDINGS LP (PAGP) SEC Filings, May-Aug 2026

Plains GP Holdings (through Plains All American Pipeline) reported very strong second-quarter 2026 results, driven by the sale of its Canadian NGL business. Net income attributable to PAA was $1.830 billion, including an approximately $1.6 billion gain on the divestiture, and net cash provided by operating activities was $956 million.

Underlying performance improved. Adjusted EBITDA attributable to PAA rose to $738 million, with crude-oil Adjusted EBITDA up 19% year-on-year, helped by the Cactus III pipeline acquisition, higher pipeline volumes and optimization initiatives, partly offset by Permian long-haul contract rate resets. Adjusted EBITDA from NGL decreased 54%, mainly reflecting the Canadian NGL sale.

Balance sheet and capital returns strengthened. The company used sale proceeds to reduce debt by approximately $2.9 billion, resulting in a pro forma leverage ratio of 3.3x and total debt-to-book capitalization of 43%. The quarterly distribution was increased 10% to $0.4175 per common unit ($1.67 annualized), with implied DCF per common unit and equivalent of $0.70 and distribution coverage of 1.69x. Adjusted Free Cash Flow was $4.189 billion, including $3.483 billion of Canadian NGL sale proceeds, supporting 2026 organic growth capital now guided to $400–$450 million and a 75 Mb/d expansion of the Cactus III pipeline.

Plains GP Holdings, L.P., through subsidiary Plains All American Pipeline, L.P., entered into a new senior unsecured revolving credit facility with $2.7 billion of committed borrowing capacity. Up to $800 million is available for letters of credit and up to $225 million for swing line loans, with an option to increase total commitments to $4.0 billion.

The facility matures on June 12, 2031 and allows one or more one-year extensions subject to lender approval. It includes a quarterly financial covenant limiting the ratio of Consolidated Funded Indebtedness to adjusted Consolidated EBITDA to no greater than 5.00 to 1.00, rising to 5.50 to 1.00 during an Acquisition Period. In connection with this new agreement, Plains entities repaid in full and terminated the prior revolving credit and hedged inventory facilities.

Plains GP Holdings, L.P. announced a planned leadership change in its senior accounting roles. Effective September 1, 2026, Russ Montgomery will become Vice President, Accounting and Chief Accounting Officer of the general partners of both Plains All American Pipeline, L.P. and Plains GP Holdings, L.P.

Chris Herbold, who has been Senior Vice President, Finance and Chief Accounting Officer for both entities, will retire on August 31, 2026. Montgomery, age 50, has held a series of progressively senior accounting roles at Plains All American since 2002, including Vice President, Controller since 2019.

Plains GP Holdings, L.P. held its 2026 annual meeting of Class A, B and C shareholders on May 20, 2026. Shareholders voted on electing four Class I directors, ratifying the independent auditor, and approving 2025 named executive officer compensation on a non-binding advisory basis.

Out of 763,943,591 shares entitled to vote, 638,017,947 shares were represented in person or by proxy, an approximately 83.5% turnout. Each director nominee received between 97.8% and 98.4% of votes cast, with substantial broker non-votes reported.

Shareholders voted 629,742,215 shares in favor of ratifying PricewaterhouseCoopers LLP as the independent registered public accounting firm, representing 98.7% of votes cast. The advisory vote on 2025 executive compensation passed with 302,893,968 votes for, 165,486,984 against, and 64.4% of votes cast in favor.

PLAINS GP HOLDINGS LP director Cindy B. Taylor filed an initial Form 3 showing no ownership of Class A Shares. The filing reports that, following the reported status as of May 11, 2026, she holds 0 Class A Shares directly. The filing does not show any purchases, sales, or option exercises, only an initial disclosure of her position as a director.

Plains All American Pipeline, L.P. and Plains GP Holdings, L.P. have appointed Cynthia B. Taylor as an independent Class III member of the Board of Directors of PAA GP Holdings LLC, which manages the business and affairs of both PAA and PAGP. She will also serve on the Compensation Committee and the Health, Safety, Environmental and Sustainability Committee.

Ms. Taylor brings over 30 years of energy industry experience, including serving as Chief Executive Officer and President of Oil States International, Inc. from May 2007 until her retirement in May 2026, and prior senior financial and operational roles at several energy companies and Ernst & Young. She also serves as a director of AT&T Inc. and chairs its audit committee, and previously served as a director of the Federal Reserve Bank of Dallas.

Consistent with the company’s non-employee director compensation program, Ms. Taylor will receive an annual cash retainer of $120,000 and an annual grant of phantom Class A Shares of PAGP valued at approximately $160,000, which vest in one year and are settled in Class A Shares with distribution equivalent rights.

Plains GP Holdings, L.P. completed the sale of its Canadian natural gas liquids business to Keyera Corp. for approximately CAD $5.13 billion (about USD $3.76 billion). Net cash proceeds of about $3.3 billion, after taxes and expenses, will be used mainly to repay debt, including PAA’s commercial paper, a $1.1 billion term loan and 4.50% senior notes due December 2026, and for general partnership purposes.

Plains expects its leverage ratio to move toward the middle of its targeted 3.25x to 3.75x range and highlights a strategic shift to a pure-play crude oil midstream business. The company does not anticipate a special distribution, noting tax impacts to unitholders are expected to be mitigated by bonus depreciation from the Cactus III acquisition.

Plains GP Holdings reported higher Q1 2026 revenue but sharply lower bottom-line earnings. Total revenues from continuing operations rose to $12.47 billion from $11.48 billion, driven mainly by crude oil sales. Operating income increased to $403 million from $355 million.

However, net income fell to $222 million from $492 million, and net income attributable to Plains GP dropped to $20 million, or $0.10 per Class A share, versus $0.42 a year earlier. Discontinued operations related to the pending sale of the Canadian NGL business produced a $103 million loss, compared with $136 million income in 2025.

The company agreed to sell its Canadian NGL business to Keyera for about CAD$5.15 billion (approximately $3.75 billion), classifying those operations as held for sale and discontinued. It also recorded significant tax effects from Canadian restructuring and booked a $53 million gain on a currency hedge linked to the sale. Cash from operating activities declined to $418 million from $638 million, while total debt was $11.38 billion and total assets $32.76 billion at March 31, 2026.

Plains All American Pipeline and Plains GP Holdings reported mixed first-quarter 2026 results and raised full-year guidance. Net income attributable to PAA was $152 million, down from $443 million a year earlier, while net cash provided by operating activities was $418 million versus $639 million. Adjusted EBITDA attributable to PAA slipped to $730 million from $754 million as stronger crude oil performance was offset by weaker NGL results. Crude oil Adjusted EBITDA rose 4% to $582 million, but NGL Adjusted EBITDA fell 23% to $145 million, largely on lower frac spreads and volumes. The quarterly cash distribution increased to $0.4175 per unit from $0.3800. Management increased the midpoint of 2026 Adjusted EBITDA guidance attributable to PAA by $130 million to $2.880 billion and lifted 2026 Adjusted Free Cash Flow guidance to about $1.850 billion. The Canadian NGL business is classified as held for sale and treated as discontinued operations ahead of an expected divestiture closing in May 2026.