PAA GP Holdings LLC and affiliated reporting persons filed a Form 4 on August 17, 2026, disclosing the acquisition of 59,200 Common Units of Plains All American Pipeline LP (NASDAQ:PAA) by Plains AAP, L.P. on August 14, 2026, in connection with the vesting of long-term incentive plan awards.

Key Highlights

  • Transaction date: August 14, 2026, with 59,200 PAA Common Units acquired by Plains AAP, L.P.
  • Price paid: $0 per unit, as the units were issued pursuant to the Omnibus Agreement obligations tied to LTIP vesting.
  • Resulting ownership: Plains AAP, L.P. beneficially holds 233,059,630 Common Units following the transaction, held indirectly by the reporting persons.
  • LTIP trigger: 59,200 PAGP Class A shares were issued upon vesting of outstanding awards under PAGP's long-term incentive plan, triggering an equal issuance of AAP Class A units and PAA Common Units.
  • Multiple reporting persons: PAA GP Holdings LLC, Plains AAP, L.P., Plains All American GP LLC, and Plains GP Holdings LP each filed jointly, all located at 333 Clay Street, Suite 1600, Houston, Texas 77002.
  • Ownership form: The Common Units are held indirectly by the reporting persons through Plains AAP, L.P.

Omnibus Agreement Drives LTIP-Linked Unit Issuance at Plains All American Pipeline

According to the filing, the transaction was executed pursuant to an Omnibus Agreement dated November 15, 2016, among PAA GP Holdings LLC, Plains GP Holdings, L.P., Plains All American GP LLC, Plains AAP, L.P., PAA GP LLC, and Plains All American Pipeline, L.P. Under that agreement, Plains AAP, L.P. is obligated to issue to Plains GP Holdings, L.P. a number of AAP Class A units equal to the number of PAGP Class A shares issued upon vesting of awards under PAGP's long-term incentive plan, and PAA is in turn obligated to issue to AAP an equivalent number of PAA Common Units.

The filing states that on August 14, 2026, a total of 59,200 PAGP Class A shares were issued in connection with the vesting of outstanding LTIP awards. An equal number of AAP Class A units was issued to PAGP, and an equal number of PAA Common Units was issued to AAP. The transaction code reported is "A" (acquired), and the price per unit is listed as $0, reflecting the nature of the issuance as a plan-driven obligation rather than a market purchase.

The filing further notes that PAA GP Holdings LLC is the general partner of Plains GP Holdings, L.P., which is the managing member of Plains All American GP LLC, which is the general partner of Plains AAP, L.P. Each of these entities "may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein," according to the filing. Following the reported transaction, Plains AAP, L.P. indirectly holds 233,059,630 Common Units in total.

What Was Disclosed

The filing reports a Form 4 acquisition of 59,200 PAA Common Units at $0 by Plains AAP, L.P. on August 14, 2026, pursuant to LTIP vesting under the Omnibus Agreement, resulting in indirect beneficial ownership of 233,059,630 Common Units.