SEC Form 4 · accession 0001070423-26-000040
PLAINS ALL AMERICAN PIPELINE LP · PAA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard K. McGee
Officer — EVP, General Counsel & Sec.
Period of report
Aug 13, 2026
Accepted (ET)
Aug 17, 2026 · 6:10 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001070423
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units | Aug 14, 2026 | M | 109,165 | $0.00 | A | 715,518 | D | |
| Common Units | Aug 14, 2026 | F | 42,957 | $23.45 | D | 672,561 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F2 | — | Aug 14, 2026 | M | 109,165 | D | Aug 14, 2026 | Aug 14, 2026 | Common Units | 109,165 | 0 | D |
| Phantom UnitsF1,F2,F3,F4,F5 | — | Aug 13, 2026 | A | 88,500 | A | — | — | Common Units | 88,500 | 88,500 | D |
Explanation of responses
- F1Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).
- F2One common unit is deliverable, upon vesting, for each Phantom Unit that vests.
- F3These phantom units will vest as follows: (a) Tranche 1, consisting of 44,250 phantom units, will vest on the August 2029 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 22,125 phantom units (assuming 100% payout at target), will potentially vest on the August 2029 distribution date at a scaled payout range of between 0% to 200% based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2029 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks, and with payout being subject to reduction by up to 25 basis points, but not below 100%, if actual TSR is negative); and
- F4(c) Tranche 3, consisting of 22,125 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2029 distribution date at a scaled payout range of between 0% and 200% based on PAA achieving cumul. distributable cash flow (DCF) per common unit equivalent (CUE) of $9.10 over the 3-year period ending 6/30/29 (with payout equaling 100% at cumul. DCF/CUE over such period of $9.10 and being equal to 0% for cumul. DCF/CUE over such period of $8.19 or lower and 200% for cumul. DCF/CUE over such period of $10.01 or higher), with interpolation btw. such points, and with payout being subject to reduction by 25 basis pts. if PAA's leverage ratio (long term debt to adj. EBITDA as calculated pursuant to PAA's sr. unsecured revolving credit facility) as of 6/30/29 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.
- F5DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2029 distribution date; beginning in November 2027, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. DERs associated with Tranches 2 and 3 will accrue during the three-year vesting period and be paid in cash in a lump sum on the August 2029 distribution date with respect to each phantom unit that vests, if any, on such date. Any Tranche 2 or Tranche 3 phantom units that are determined to not have vested as of the August 2029 distribution date shall expire as of such date.