PAA 8-K Current Reports

Leadership ChangesRegulation FDExhibits & Filings

Plains All American Pipeline 8-K Report, Financial Results (Nov 6, 2026)

Plains All American Pipeline (PAA) reported its third-quarter 2026 results, highlighting a net income of $363 million and operating cash flow of $669 million. A key focus for investors is the company's strengthened balance sheet following the issuance of $1.5 billion in Junior Subordinated notes and the redemption of $2.3 billion in preferred units, which is projected to increase distributable cash flow by approximately $60 million annually. The company also maintained its quarterly cash distribution of $0.4175 per unit, yielding approximately 7%. Operationally, PAA announced an expansion of its Permian JV gathering system, securing 10-year agreements for an additional 270,000 dedicated acres with expected volumes of 225 mbbl/d starting in Q4 2027, alongside the recent acquisition of the Silver Creek gathering system in the Powder River Basin. The company remains on track to meet its full-year 2026 Adjusted EBITDA guidance of $2.880 billion +/- $50 million and is executing on its key initiatives for the year, including synergies from the Cactus III acquisition and organizational efficiencies.

Nov 6, 2026 8-K

Plains All American Pipeline 8-K Report, Executive Changes (Sep 29, 2026)

Plains All American Pipeline, L.P. (PAA) and Plains GP Holdings, L.P. (PAGP) announced on September 29, 2026 the appointment of Dean Liollio as Executive Vice President and Chief Operating Officer, effective October 2, 2026. He succeeds Chris Chandler, who provided notice on September 25, 2026 that he will resign effective October 2, 2026, to pursue other interests and not due to any disagreement with the company's operations, policies or practices. Mr. Liollio, age 67, has served as Senior Vice President, Special Projects, of Plains since June 2024. His prior roles include President of Plains Midstream Canada (2020 to 2024), President of PAA Natural Gas Storage (2008 to 2020) and President of Plains Gas Solutions (2016 to 2020). Under his new role, he will receive an annual base salary of $625,000, an annual bonus target of 150% of base salary, and a time-based promotional LTIP grant of 150,000 phantom units vesting in August 2029. The filing also furnishes a press release under Item 7.01, in which Chairman, CEO and President Willie Chiang said Mr. Liollio has been a member of the executive committee and instrumental in executing recent initiatives. The filing states there is no family relationship between Mr. Liollio and any Plains executive officer or director.

Sep 29, 2026 8-K

Earnings & ResultsOther EventsExhibits & Filings

Plains All American Pipeline 8-K Report, Material Agreement (Sep 14, 2026)

On September 14, 2026, Plains All American Pipeline, L.P. (PAA) completed a public offering of two series of junior subordinated notes due 2056: $700,000,000 of 6.750% Series A Junior Subordinated Notes and $800,000,000 of 7.000% Series B Junior Subordinated Notes. The notes were issued under a Subordinated Indenture with U.S. Bank Trust Company, National Association, as trustee, as supplemented by First and Second Supplemental Indentures, each dated September 14, 2026. The offering was made under the company's Form S-3 shelf registration (No. 333-281967) and described in a prospectus supplement dated September 9, 2026. Underwriters are represented by J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., under an underwriting agreement dated September 9, 2026. The notes mature on December 15, 2056, with semiannual interest payable on June 15 and December 15, beginning June 15, 2027. The Series A rate resets on December 15, 2031, and the Series B rate resets on December 15, 2036, and every five years thereafter, based on the then-applicable Five-Year U.S. Treasury Rate plus a spread. Resets cannot take the rate below the initial coupon. PAA may redeem the Series A and Series B notes during the 90 days before the applicable first reset date and on any applicable interest payment date thereafter, and may redeem at other times as permitted by the indenture. The notes are unsecured and junior in right of payment to PAA's existing and future senior indebtedness, rank equally with any future unsecured debt that is expressly structured to rank equally, and are not guaranteed by any subsidiaries. The filing incorporates the full terms by reference to the indenture exhibits.

Sep 14, 2026 8-K

Other Events

Plains All American Pipeline 8-K Report, Corporate Update (Sep 10, 2026)

Plains All American Pipeline, L.P. (PAA) reported in this Form 8-K, dated September 9, 2026, that it priced an underwritten public offering of junior subordinated notes due 2056. The offering consists of $700 million of 6.75% Series A Junior Subordinated Notes and $800 million of 7.00% Series B Junior Subordinated Notes. The offering is being made under an effective Form S-3 shelf registration and is expected to close on September 14, 2026, subject to customary closing conditions. PAA intends to use the net proceeds, together with cash on hand and commercial paper borrowings, to redeem all 58,411,908 outstanding Series A Preferred Units and all 800,000 outstanding Series B Preferred Units. On September 9, 2026, PAA issued redemption notices for both series. The Series A Preferred Units will be redeemed at 110% of their $26.25 par value, or $28.875 per unit, on or about September 14, 2026. The Series B Preferred Units will be redeemed at 100% of their $1,000 par value on or about October 9, 2026. Both redemption prices include accrued and unpaid distributions through the applicable redemption date. The filing states that the note offering and the preferred unit redemptions are not conditioned on each other. The filing also notes that it is not itself an offer to purchase the preferred units or a notice of redemption. Its forward-looking statements point to risk factors in PAA's 2025 Form 10-K and subsequent filings.

Sep 10, 2026 8-K

Plains All American Pipeline 8-K Report, Financial Results (Sep 9, 2026)

Plains All American Pipeline, L.P. (PAA) filed this Form 8-K on September 9, 2026 to provide unaudited pro forma condensed combined financial information for the year ended December 31, 2025, reflecting its acquisition of EPIC Crude Holdings, LP, the entity that owns and operates the Cactus III Pipeline (formerly the EPIC Crude Oil Pipeline). The EPIC 55% interest was purchased on October 1, 2025 (completed October 31, 2025 per the exhibit notes), and the remaining 45% interest was purchased effective November 1, 2025 from a subsidiary of Ares Management LLC. The two transactions are presented as a single business combination, as if they had occurred on January 1, 2025. As a result, PAA now indirectly owns 100% of EPIC Crude Holdings and its general partner and serves as operator of record of the Cactus III Pipeline. On a pro forma basis, PAA's 2025 revenues would have been $44,464 million compared with $44,262 million historically, a difference of $202 million reflecting EPIC's contribution. Pro forma operating income is $1,524 million versus $1,434 million historically, and pro forma net income attributable to PAA from continuing operations is $975 million versus $1,052 million historically. The decline in net income is driven mainly by roughly $94 million of incremental interest expense on $1,901 million of acquisition financing (assumed at one-month SOFR plus 1.125%) and about $102 million of incremental depreciation and amortization from the acquired assets. Pro forma net income per common unit from continuing operations is $1.01, compared with $1.12 historically. The filing notes that the pro forma figures exclude anticipated synergies, integration costs and cost savings, and are illustrative only; they are not indicative of future results. Because the transaction is fully reflected in PAA's audited December 31, 2025 balance sheet in its Form 10-K, no pro forma balance sheet is included.

Sep 9, 2026 8-K

Acquisitions & DispositionsRegulation FDExhibits & Filings

Plains All American Pipeline 8-K Report, Acquisition Completed (Aug 7, 2026)

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) reported second-quarter 2026 results on August 7, 2026. The headline GAAP figure is net income attributable to PAA of $1.830 billion for the quarter, versus $210 million a year earlier, driven by a net gain of approximately $1.6 billion from the sale of the Canadian NGL Business to Keyera Corp., which closed on May 12, 2026. Net cash provided by operating activities was $956 million, and Adjusted EBITDA attributable to PAA was $738 million, up from $672 million. Management states that Adjusted EBITDA from Crude Oil rose 19% year over year, while Adjusted EBITDA from NGL fell 54% due to the divestiture. Management reports pro forma leverage of 3.3x at quarter-end after roughly $2.9 billion of debt reduction funded with divestiture proceeds, near the low end of its 3.25x to 3.75x target range. The quarterly distribution was $0.4175 per unit ($1.67 annualized), which the company describes as a current yield of about 7%. Management also raised 2026 organic growth capital to $400 to $450 million from $350 million, including a 75 Mb/d expansion of the Cactus III pipeline, and cut maintenance capital guidance by $10 million to $175 million. The company reiterated that it is on track to meet full-year Adjusted EBITDA guidance and to capture $50 million of Cactus III synergies and $50 million of targeted cost reductions through year-end 2026. The filing notes that results include discontinued operations for the Canadian NGL Business, and the release identifies the bulk of second-quarter Adjusted EBITDA attributable to PAA as coming from crude oil.

Aug 7, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Plains All American Pipeline 8-K Report, Material Agreement (Jun 17, 2026)

Plains All American Pipeline, L.P. reported in a Form 8-K dated June 17, 2026 that on June 12, 2026 it entered into a new unsecured Credit Agreement (the "Revolving Credit Agreement") with Bank of America, N.A. as Administrative Agent and Swing Line Lender, and with Bank of America, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association as L/C Issuers. The Partnership, Plains Marketing, L.P. and Plains Canada Liquid Pipelines ULC are Borrowers, and certain subsidiaries may be designated as Designated Borrowers. The committed borrowing capacity is $2.7 billion, expandable at the Partnership's option to $4.0 billion subject to additional lender commitments, with a scheduled maturity of June 12, 2031 and provisions for one-year extensions. The facility replaces the Partnership's Credit Agreement dated August 20, 2021 (as amended), referred to as the Existing Revolving Credit Agreement, and PMLP's Fourth Amended and Restated Credit Agreement dated August 20, 2021 (as amended), referred to as the Hedged Inventory Facility. On June 12, 2026, in conjunction with closing, the Partnership, PCLP and PMLP repaid in full and terminated all obligations under both of those agreements. The new facility is described as customary for investment grade, senior unsecured bank credit agreements. It includes covenants restricting liens, indebtedness (including capital leases), asset sales or mergers, and affiliate transactions, and it prohibits distributions or equity repurchases while a Default or Event of Default exists. The quarterly financial covenant caps Consolidated Funded Indebtedness to adjusted Consolidated EBITDA at 5.00 to 1.00, rising to 5.50 to 1.00 during an Acquisition Period. Pricing depends on the Partnership's credit rating.

Jun 17, 2026 8-K

Leadership Changes

Plains All American Pipeline 8-K Report, Executive Changes (Jun 2, 2026)

Plains All American Pipeline, L.P. (PAA) filed a Current Report on Form 8-K dated June 2, 2026, under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on June 1, 2026, PAA and Plains GP Holdings, L.P. (PAGP) announced a leadership transition in the accounting function. Effective September 1, 2026, Russ Montgomery will be promoted to Vice President, Accounting and Chief Accounting Officer of Plains All American GP LLC and PAA GP Holdings LLC, the general partners of PAA and PAGP, respectively. Chris Herbold, who previously served as Senior Vice President, Finance and Chief Accounting Officer of PAA and PAGP, is retiring from the company effective August 31, 2026. The filing provides no compensation or contract terms for either executive. Mr. Montgomery, age 50, has served as Vice President, Controller of PAA since 2019, and previously held Controller from 2010 to 2019, Director of Operational Accounting from 2008 to 2010, Manager of Crude Oil Accounting from 2005 to 2008, and SEC and Financial Reporting Senior Analyst from 2002 to 2005. He joined PAA in September 2002 after four years at Arthur Andersen LLP. The change is an internal succession and does not involve any reported financial results or operational developments.

Jun 2, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Plains All American Pipeline 8-K Report, Shareholder Vote Results (May 22, 2026)

Plains All American Pipeline, L.P. (PAA) reported in a Form 8-K dated May 22, 2026, the results of its 2026 annual meeting of common and Series A Convertible Preferred unitholders, held May 20, 2026. Unitholders other than Plains AAP, L.P. voted on how PAA should vote the Class C shares of Plains GP Holdings, L.P. (PAGP) that PAA owns at PAGP's annual meeting. The matters were the election of four Class I directors to the board of PAA GP Holdings LLC, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026, and a non-binding advisory vote on 2025 named executive officer compensation. About 83.2%, or 441,976,013 of the 530,943,161 units entitled to vote, were represented in person or by proxy. All four director nominees received majority support from votes cast, at percentages between 97.7% and 98.3%. The PricewaterhouseCoopers ratification received 99.0% of votes cast in favor. The advisory say-on-pay proposal received 60.5% of votes cast in favor, with 188,931,812 for, 121,666,547 against and 1,474,133 abstaining. The filing is a voting-results report. It does not describe any transaction, financial result or change in control, and it discloses no new financial figures beyond the vote tallies.

May 22, 2026 8-K

Plains All American Pipeline 8-K Report, Executive Changes (May 13, 2026)

On May 11, 2026, the Board of Directors of PAA GP Holdings LLC, the general partner of Plains All American Pipeline, L.P. (PAA), appointed Cynthia B. Taylor as an independent Class III director. She will also serve on the Compensation Committee and the Health, Safety, Environmental and Sustainability Committee. The filing and the accompanying press release describe her as having over 30 years of energy industry experience, most recently as Chief Executive Officer and President of Oil States International, Inc. and as a member of its board, a role she held from May 2007 until her retirement in May 2026. Ms. Taylor's background also includes serving as President and Chief Operating Officer of Oil States from May 2006 to May 2007, Chief Financial Officer of L.E. Simmons & Associates from 1999 to 2000, and Vice President—Controller of Cliffs Drilling Company, plus earlier roles at Ernst & Young LLP. She has been a director of AT&T Inc. since 2013 and chairs its audit committee, and she was a director of the Federal Reserve Bank of Dallas from January 2020 through December 31, 2025. She is a Certified Public Accountant. Compensation is set under the non-employee director program: an annual cash retainer of $120,000 and an annual grant of phantom Class A Shares of Plains GP Holdings, L.P. (PAGP) with a market value of approximately $160,000 on the grant date. These grants vest one year after the grant date and include distribution equivalent rights. The filing is a governance update and does not report any financial results or changes to the partnership's operations.

May 13, 2026 8-K

Acquisitions & DispositionsMaterial AgreementsRegulation FD+1

Plains All American Pipeline 8-K Report, Agreement Terminated (May 12, 2026)

Plains All American Pipeline, L.P. (Nasdaq: PAA) reported on May 12, 2026 that it completed the previously announced sale of Plains Midstream Canada ULC, the subsidiary owning substantially all of its natural gas liquids (NGL) business, to Keyera Corp. The sale was made under a Share Purchase Agreement dated June 17, 2025, as amended. The Seller received cash consideration of approximately CAD $5.13 billion (approximately USD $3.76 billion), subject to post-closing adjustments. Net proceeds of approximately $3.3 billion, after taxes and expenses, will be used to reduce leverage, including repaying commercial paper borrowings, the term loan, and the 4.50% senior notes due December 2026, and for other general partnership purposes. PAA also disclosed that the sale closing triggers mandatory prepayment of its $1.1 billion senior unsecured term loan, which was funded December 1, 2025, within seven business days of closing. PAA intends to terminate the Term Loan Agreement effective May 14, 2026 and repay all outstanding amounts. Transition services agreements between PAA and Keyera were entered into to support the transition of the business. In its accompanying press release, Plains said the sale completes its transformation into a pure play crude oil midstream company and expects its leverage ratio to trend toward the middle of its targeted range of 3.25 to 3.75x. Plains does not anticipate paying a special distribution, as the tax liability to unitholders from the divestiture is expected to be mitigated by bonus depreciation from the Cactus III acquisition. The NGL business is presented as discontinued operations in PAA's prior financial statements.

May 12, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Plains All American Pipeline 8-K Report, Financial Results (May 8, 2026)

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) reported first-quarter 2026 results on May 8, 2026 and raised full-year 2026 Adjusted EBITDA guidance. First-quarter Net income attributable to PAA was $152 million, down from $443 million, and Adjusted EBITDA attributable to PAA was $730 million, compared with $754 million a year earlier. Net cash provided by operating activities was $418 million versus $639 million. Results include both continuing and discontinued operations, since the Canadian NGL business sold to Keyera Corp. is classified as held for sale and discontinued operations. The company reported a pro forma leverage ratio of 4.1x at quarter-end and expects to move toward the midpoint of its 3.25x to 3.75x target range after the NGL divestiture closes. Management raised the midpoint of 2026 Adjusted EBITDA attributable to PAA guidance by $130 million to $2.880 billion, plus or minus $75 million, citing a strong oil macro environment and NGL contribution into May 2026. Full-year Adjusted Free Cash Flow guidance was increased to approximately $1.850 billion, excluding changes in assets and liabilities and anticipated NGL divestiture proceeds. Maintenance capital guidance increased to $185 million, while growth capital remains at $350 million. First-quarter Adjusted EBITDA from Crude Oil rose 4% to $582 million, while Adjusted EBITDA from NGL fell 23% to $145 million, due to lower frac spreads and reduced sales volumes from warmer weather. The quarterly distribution was $0.4175 per unit. The filing states the company expects the NGL divestiture to close in May 2026 and describes the transition to a pure-play crude oil midstream provider.

May 8, 2026 8-K

Plains All American Pipeline 8-K Report, Material Agreement (Mar 3, 2026)

Plains All American Pipeline, L.P. ("PAA") reported in a Form 8-K dated March 3, 2026 that on February 26, 2026 it and certain subsidiaries entered into two amendments with Bank of America, N.A., as administrative agent, to its credit facilities: a Third Amendment to Credit Agreement (the "Revolver") and a Third Amendment to Fourth Amended and Restated Credit Agreement (the "Hedged Inventory Facility"). The amendments are filed as Exhibits 10.1 and 10.2. The core change is a borrower substitution: Plains Midstream Canada ULC ("PMCULC") is replaced by Plains Canada Liquid Pipelines ULC ("PCLPULC") under each facility. PMCULC's commitments were terminated, it was released from its loan document obligations, and, for the Hedged Inventory Facility, its collateral liens were released. PCLPULC assumed the borrower obligations and, for the Hedged Inventory Facility, joined the security documents and granted a security interest in the collateral. PAA confirmed its guaranty of borrower obligations under the Hedged Inventory Facility remains in full force and effect. The filing states that, other than the borrower substitution, the amendments did not change aggregate lender commitments, maturity dates, pricing, covenants or other material economic terms of either facility.

Mar 3, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Plains All American Pipeline 8-K Report, Financial Results (Feb 6, 2026)

Plains All American Pipeline, L.P. (Nasdaq: PAA) reported fourth-quarter and full-year 2025 results on February 6, 2026, alongside 2026 guidance. For the full year 2025, net income attributable to PAA was $1.435 billion (versus $772 million in 2024, up 86%), and Adjusted EBITDA attributable to PAA was $2.833 billion (up 2% from $2.779 billion). Fourth-quarter net income attributable to PAA was $342 million and Adjusted EBITDA attributable to PAA was $738 million. The pro forma leverage ratio was 3.9x at year-end 2025, with management expecting a return toward the midpoint of its 3.25x to 3.75x target range after the anticipated closing of the Canadian NGL divestiture toward the end of the first quarter of 2026. The Canadian NGL business is presented as discontinued operations. For 2026, the company guides to full-year Adjusted EBITDA attributable to PAA with a midpoint of $2.75 billion, plus or minus $75 million, assuming one quarter of NGL contribution of $100 million. Management cites roughly $100 million of cost savings through 2027 (about half realized in 2026) and $50 million of expected synergies on the Cactus III acquisition, against an expectation of a relatively flat Permian production profile. Anticipated 2026 Adjusted Free Cash Flow is approximately $1.80 billion, with Growth Capital of plus or minus $350 million and Maintenance Capital of plus or minus $165 million net to Plains. On distributions, the company announced an annualized distribution increase of $0.15 per unit, payable February 13, 2026, bringing the new annualized rate to $1.67 per unit, a 10% aggregate increase versus 2025 levels. The Distribution Coverage ratio threshold was lowered from 160% to 150%. Full-year 2025 Adjusted Free Cash Flow was negative $875 million, reflecting a net cash outflow of $2.651 billion for acquisitions, including Cactus III, which was completed in the fourth quarter of 2025.

Feb 6, 2026 8-K/A

Exhibits & Filings

Plains All American Pipeline 8-K/A Report, Exhibit Filing (Jan 16, 2026)

Plains All American Pipeline, L.P. (PAA) filed this Form 8-K/A to supplement its November 6, 2025 Current Report on the EPIC Crude Oil Pipeline acquisition. The filing adds the audited 2024 and 2023 financial statements of EPIC Crude Holdings, LP, unaudited financial statements for the nine months ended September 30, 2025, and unaudited pro forma condensed combined financial information for PAA. PAA completed the purchase of a 55% non-operated equity interest on October 31, 2025, and the remaining 45% effective November 1, 2025, so it now indirectly owns 100% of EPIC Crude Holdings and its general partner and will serve as operator of record of the roughly 900-mile pipeline. The filing puts the transaction at total consideration of $2,016 million, consisting of $1,901 million of cash and $115 million of estimated fair value for contingent earnout payments. The 55% interest was acquired for approximately $1,568 million, including about $600 million of assumed debt, and the 45% interest for approximately $1,327 million, including about $500 million of assumed debt. Earnout arrangements could add up to $193 million tied to pipeline expansions sanctioned by the end of 2027 and up to $157 million tied to further expansions sanctioned by the end of 2028. The preliminary purchase price allocation assigns $2,716 million to property and equipment and $278 million to intangible assets, with the acquired EPIC debt recorded at $1,103 million. EPIC's standalone results were modest in the periods presented. Its 2024 net loss was $47.4 million on total operating revenues of $383.0 million, while its nine-month 2025 net income was $20.6 million compared with a net loss of $29.9 million in the prior-year period. The filing also discloses a $28.5 million motion for judgment in the Mercado lawsuit, which EPIC plans to challenge through post-trial motions and appeal, and EPIC carries a $0.2 million legal reserve for that matter. On a pro forma basis, PAA's 2024 net income attributable to PAA from continuing operations is shown at $347 million, compared with $541 million on the as-adjusted historical basis, reflecting the added depreciation, amortization and interest expense from the acquisition.

Jan 16, 2026 8-K

Plains All American Pipeline 8-K Report, Material Agreement (Dec 3, 2025)

Plains All American Pipeline, L.P. (PAA) reported in this Form 8-K, dated December 3, 2025, a refinancing of acquisition debt tied to its purchase of EPIC Crude Holdings. On October 31, 2025, PAA, through a wholly-owned subsidiary, acquired 100% of the equity interests in EPIC Crude Holdings, LP and the membership interests in EPIC Crude Holdings GP, LLC, which own and operate the EPIC Crude Oil Pipeline. The EPIC Credit Agreement provided a $1.2 billion term loan and a $125.0 million revolving credit facility, with approximately $1.1 billion outstanding under the term loan as of December 1, 2025 and no revolver borrowings. On December 1, 2025, PAA terminated the EPIC Credit Agreement and repaid all amounts outstanding. To fund this, PAA entered into a $1.1 billion senior unsecured term loan agreement on November 26, 2025 with PNC Bank, National Association as administrative agent. The loan is to be funded on or before December 2, 2025 and matures on the two-year anniversary of the closing date. PAA may prepay it at any time without premium or penalty. The filing states that the closing of the previously announced sale of PAA's Canadian natural gas liquids business to Keyera Corp. will trigger mandatory prepayment of all amounts outstanding within seven business days of that closing. The term loan bears interest at Term SOFR or Base Rate plus an applicable rate. For Term SOFR loans this is 1.125% until the first anniversary of closing and 1.250% thereafter. The agreement includes customary investment-grade covenants limiting liens, indebtedness, asset sales, mergers, affiliate transactions and burdensome agreements, and it restricts distributions on equity interests during any continuing default. A quarterly financial covenant limits Consolidated Funded Indebtedness to adjusted Consolidated EBITDA of no greater than 5.00 to 1.00, rising to 5.50 to 1.00 during an Acquisition Period.

Dec 3, 2025 8-K

Acquisitions & DispositionsMaterial AgreementsFinancial Events+2

Plains All American Pipeline 8-K Report, Material Agreement (Nov 14, 2025)

On November 14, 2025, Plains All American Pipeline, L.P. ("PAA") and PAA Finance Corp. completed a public offering of $750 million aggregate principal amount of senior notes, consisting of $300 million of 4.700% Senior Notes due 2031 and $450 million of 5.600% Senior Notes due 2036. The notes were issued as additional issuances of existing series first issued on September 8, 2025, with $700 million (2031 Notes) and $550 million (2036 Notes) originally issued that day. Following this offering, each series has $1 billion aggregate principal outstanding, and the new notes share the same CUSIP and trade interchangeably with the initial notes. The notes are PAA's senior unsecured obligations, ranking equally with its existing and future senior debt and senior to future subordinated debt, and are effectively subordinated to secured debt to the extent of collateral value. Interest is payable each January 15 and July 15, beginning January 15, 2026. The Indenture contains covenants restricting sale and leaseback transactions, liens, mergers and asset transfers, subject to exceptions, along with customary events of default, including payment defaults on other indebtedness of $150.0 million or more. The offering was made under an underwriting agreement dated November 10, 2025 with Citigroup Global Markets Inc., CIBC World Markets Corp., RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc. as representatives, and was sold under a shelf registration statement on Form S-3 filed September 6, 2024. The filing describes the terms in summary form and refers to the prospectus supplement dated November 10, 2025 for full details.

Nov 14, 2025 8-K

Plains All American Pipeline 8-K Report, Material Agreement (Nov 6, 2025)

On October 31, 2025, a wholly-owned subsidiary of Plains All American Pipeline, L.P. (PAA) completed the purchase of an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP, owner and operator of the EPIC Crude Oil Pipeline, along with 55% of the membership interests in EPIC Crude Holdings GP, LLC, for a purchase price of approximately $1.57 billion, inclusive of approximately $600 million of debt under the EPIC Term Loan. The purchase price is subject to post-closing adjustments, and an earnout of approximately $193 million is payable if an expansion of the pipeline to at least 900,000 barrels per day is formally sanctioned before the end of 2027. Effective November 1, 2025, in a separate transaction, the subsidiary bought the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP from a subsidiary of Ares Management LLC for approximately $1.33 billion, inclusive of approximately $500 million of EPIC Term Loan debt. An earnout of up to approximately $157 million is tied to incremental expansion capacity of up to 300,000 barrels per day above 650,000 barrels per day sanctioned before the end of 2028. As a result, PAA now indirectly owns 100% of EPIC Crude Holdings and EPIC GP and will serve as operator of record of the pipeline. The filing also describes the EPIC Credit Agreement, which provides a $1.2 billion term loan and a $125.0 million revolving credit facility. As of November 1, 2025, approximately $1.1 billion was outstanding under the term loan and nothing under the revolver. PAA does not guarantee this debt, which is secured by substantially all assets of the EPIC entities. The agreement includes a Debt Service Coverage Ratio covenant of at least 1.10 to 1.00 and a Consolidated Superpriority Leverage Ratio covenant of no more than 1.00 to 1.00, tested quarterly. PAA has guaranteed certain of the Buyer's obligations under both purchase agreements.

Nov 6, 2025 8-K

Plains All American Pipeline 8-K Report, Financial Results (Nov 5, 2025)

Plains All American Pipeline, L.P. (Nasdaq: PAA) furnished a press release reporting third-quarter 2025 results and announcing the closing of acquisitions totaling a 100% equity interest in EPIC Crude Oil Pipeline. For the quarter, PAA reported net income attributable to PAA of $441 million, net cash provided by operating activities of $817 million, and Adjusted EBITDA attributable to PAA of $669 million, with a leverage ratio of 3.3x, toward the low end of its 3.25x-3.75x target range. Results are presented on a consolidated basis including discontinued operations for the Canadian NGL Business, which is being sold to Keyera Corp. and is expected to close in the first quarter of 2026. The company completed its acquisition of a 55% EPIC interest on October 31, 2025, and effective November 1, 2025, acquired the remaining 45% operated interest from a portfolio company of Ares Private Equity funds for approximately $1.33 billion, inclusive of approximately $500 million of debt, plus a potential earnout of up to $157 million tied to certain pipeline expansions by 2028. Management expects leverage toward the midpoint of its target range (~3.5x) after the announced acquisitions and the NGL divestiture, and forecasts full-year 2025 Adjusted EBITDA attributable to Plains of $2.84 to $2.89 billion, including approximately $40 million from EPIC. Crude oil Adjusted EBITDA rose 3% year over year to $593 million in the third quarter, while NGL Adjusted EBITDA declined 4% to $70 million. Management highlighted an approximately 9.5% distribution yield and distribution coverage, and noted that the company intends to rename the EPIC system Cactus III.

Nov 5, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

Plains All American Pipeline 8-K Report, Material Agreement (Sep 8, 2025)

On September 8, 2025, Plains All American Pipeline, L.P. ("PAA") and PAA Finance Corp. (together, the "Issuers") completed a public offering of $1.25 billion aggregate principal amount of senior notes. The offering consisted of $700,000,000 of 4.700% Senior Notes due January 15, 2031 and $550,000,000 of 5.600% Senior Notes due January 15, 2036. Interest is payable each January 15 and July 15, beginning January 15, 2026, and the Issuers may redeem some or all of the notes before maturity at the redemption prices specified in the indenture. The notes are PAA's senior unsecured obligations. They rank equally with all of PAA's existing and future senior debt, rank senior to future subordinated debt, and are effectively subordinated to secured debt to the extent of the value of the collateral securing that debt. The indenture restricts PAA and certain subsidiaries from entering into sale and leaseback transactions, incurring liens, merging or consolidating, and transferring or selling assets, subject to a number of exceptions. Customary events of default include interest payment defaults continuing for 60 days, principal or premium payment defaults, and cross-defaults on other indebtedness of $150.0 million or more. The offering was made under an underwriting agreement dated September 3, 2025 with BofA Securities, Inc., Barclays Capital Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, and was registered on a Form S-3 shelf registration statement (No. 333-281967). The filing identifies the prospectus supplement dated September 3, 2025 as the source of other material terms of the notes.

Sep 8, 2025 8-K

Plains All American Pipeline 8-K Report, Material Agreement (Sep 2, 2025)

Plains All American Pipeline, L.P. (Nasdaq: PAA) disclosed in an 8-K dated September 2, 2025 that a wholly-owned subsidiary entered into a definitive Purchase and Sale Agreement on August 30, 2025 to acquire a 55% non-operated interest in EPIC Crude Holdings, LP, the entity that owns and operates the EPIC Crude Oil Pipeline. The base purchase price is approximately $1.57 billion, which includes approximately $600 million of debt. The sellers are subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. The remaining 45% interest is owned by a portfolio company of Ares Management Corporation, which also serves as operator. The pipeline provides long-haul crude oil takeaway from the Permian and Eagle Ford basins to the Gulf Coast market at Corpus Christi. The filing states EPIC Crude Holdings has approximately 800 miles of long-haul pipelines, operating capacity of over 600,000 barrels per day, approximately 7 million barrels of operational storage, and over 200,000 barrels per day of export capacity. A potential earnout payment of approximately $193 million is payable if an expansion to at least 900,000 barrels per day is formally sanctioned before the end of 2027. The companies expect the transaction to close in the first quarter of 2026, subject to customary conditions including regulatory approvals. Management states the deal is expected to be immediately accretive to distributable cash flow, that pro forma leverage should remain within the target range excluding NGL divestiture proceeds, and that it will be financed with cash and debt. The accompanying press release, furnished as Exhibit 99.1, also refers to Hart-Scott-Rodino clearance as a closing condition.

Sep 2, 2025 8-K

Leadership Changes

Plains All American Pipeline 8-K Report, Executive Changes (Aug 18, 2025)

On August 14, 2025, the Board of PAA GP Holdings LLC, the general partner of Plains All American Pipeline, L.P. (PAA), approved a five-year extension of the expiration date of Willie Chiang's 2018 Promotional Grant, from October 2025 to October 2030. The filing says the extension is meant to encourage Mr. Chiang to remain as Chief Executive Officer and President for up to five more years to pursue key strategic initiatives and develop potential successors. The grant's other terms, including its 500,000 phantom units and vesting conditions, are unchanged. Vesting still depends on PAA's distributable cash flow (DCF) per Common Unit reaching specified levels, and any units not vested by October 1, 2030 will expire. The Board also approved special retention grants on the same date for Jeremy Goebel, Executive Vice President and Chief Commercial Officer, and Chris Chandler, Executive Vice President and Chief Operating Officer. Mr. Goebel received a five-year award of 545,550 phantom units, vesting on the August 2030 distribution date, and Mr. Chandler received a three-year award of 327,350 phantom units, vesting on the August 2028 distribution date, in each case subject to continued service. The grants are intended to extend retention beyond August 2026, when their November 2019 special retention grants are scheduled to vest. For investors, the filing mainly signals leadership continuity and retention at the executive level. It sets out the compensation terms tied to PAA's DCF per Common Unit and distribution dates, which determine when and whether the awards pay out in PAA common units.

Aug 18, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

Plains All American Pipeline 8-K Report, Financial Results (Aug 8, 2025)

Plains All American Pipeline, L.P. (Nasdaq: PAA) reported second-quarter 2025 results on August 8, 2025, in a press release furnished as Exhibit 99.1. The company reported net income attributable to PAA of $210 million and net cash provided by operating activities of $694 million for the quarter, with Adjusted EBITDA attributable to PAA of $672 million. The company exited the quarter with a 3.3x leverage ratio, toward the low end of its 3.25x to 3.75x target range. For the six months ended June 30, 2025, net income attributable to PAA was $653 million, compared with $515 million in the prior-year period. The most significant development is the agreement, signed June 17, 2025, to sell substantially all of the company's Canadian NGL business to Keyera Corp. The filing describes total cash consideration of approximately $5.15 billion CAD ($3.75 billion USD), with expected closing in the first quarter of 2026, subject to regulatory approval. The company states that NGL sale proceeds of roughly $3.0 billion net USD will be prioritized toward bolt-on M&A, preferred unit repurchases and opportunistic common unit repurchases. The Canadian NGL business has been classified as held for sale and presented as discontinued operations, with prior periods restated. Other developments include the July 22, 2025 acquisition of an additional 20% interest in BridgeTex Pipeline Company, LLC, which brings PAA's total interest to 40%. Quarterly distributions declared per common unit were $0.3800, compared with $0.3175 a year earlier, and Adjusted Free Cash Flow after Distributions was $28 million for the quarter, versus $125 million in the prior-year quarter.

Aug 8, 2025 8-K

Plains All American Pipeline 8-K Report, Material Agreement (Jun 17, 2025)

On June 17, 2025, a wholly-owned subsidiary of Plains All American Pipeline, L.P. (PAA) entered into a definitive Share Purchase Agreement with Keyera Corp. to sell all outstanding shares of Plains Midstream Canada ULC, the PAA subsidiary that owns substantially all of its natural gas liquids (NGL) business. The cash purchase price is approximately C$5.15 billion, subject to adjustments, which the accompanying press release states is about $3.75 billion USD. PAA will retain substantially all U.S. NGL assets and all Canadian crude oil assets, and it will guarantee certain of the seller's obligations under the agreement. The transaction is expected to close in the first quarter of 2026, subject to customary conditions, including regulatory approvals. According to the press release, net proceeds are expected to be approximately $3.0 billion USD after taxes, transaction expenses and a potential one-time special distribution of an estimated $0.35 per unit, which is subject to Board approval and closing. Management states that the purchase price represents approximately 13x expected 2025 Distributable Cash Flow and that the sale will reduce commodity-related EBITDA, seasonality and working capital requirements. Proceeds are to be prioritized toward disciplined bolt-on M&A, possible repurchases of Series A and Series B Preferred units, and opportunistic common unit repurchases. Management also expects post-closing leverage at or below the low end of its target range. The closing is a taxable event expected to flow taxable income through to PAA common unitholders, with PAA estimating approximately $360 million USD of Canadian entity-level taxes. The filing states that an expected foreign tax credit, together with any passive activity loss carryforwards, should offset a significant portion of, and in some cases all of, the taxable gain passed to individual unitholders. Plains also does not anticipate paying meaningful Canadian corporate taxes for several years after closing. The NGL assets will be reclassified as discontinued operations as of June 30, 2025.

Jun 17, 2025 8-K

Plains All American Pipeline 8-K Report, Shareholder Vote Results (May 23, 2025)

Plains All American Pipeline, L.P. (PAA) reported the results of its 2025 annual meeting of common and Series A Convertible Preferred unitholders, held May 21, 2025. Unitholders, excluding Plains AAP, L.P., voted on how PAA should vote the Class C shares of Plains GP Holdings, L.P. (PAGP) that PAA owns at PAGP's annual meeting. The matters were the election of four Class II directors to the board of PAA GP Holdings LLC until the 2028 annual meeting, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and a non-binding advisory vote on 2024 named executive officer compensation. Approximately 82.4% of the 529,331,928 common and Series A Preferred units entitled to vote, or 436,097,919 units, were represented in person or by proxy. Each of the three matters received a high percentage of votes cast in favor. The director nominees received between 86.9% and 99.0% of votes cast in favor, the auditor ratification received 98.9%, and the advisory compensation vote received 97.5%. The filing states that these votes were cast on a pass-through basis. The filing reports voting results only and does not describe any new corporate actions, financial results, or changes in governance beyond the matters voted on. Investors can view the full proposals and nominee details in PAA's Proxy Statement dated April 11, 2025, which the filing references.

May 23, 2025 8-K

Leadership ChangesExhibits & Filings

Plains All American Pipeline 8-K Report, Financial Results (May 9, 2025)

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) reported first-quarter 2025 results on May 9, 2025, as furnished in Exhibit 99.1. PAA reported net income attributable to PAA of $443 million, up from $266 million a year earlier, and net cash provided by operating activities of $639 million, compared with $419 million. Adjusted EBITDA attributable to PAA was $754 million, versus $718 million in the prior-year period. Management said the company exited the quarter with a 3.3x leverage ratio, toward the low end of its 3.25x to 3.75x target range, including previously announced and closed transactions. Cash flow was weighed by acquisitions. The quarter included a net cash outflow of $624 million for bolt-on acquisitions, and Adjusted Free Cash Flow was negative $308 million, compared with $70 million a year earlier. Adjusted Free Cash Flow after Distributions was negative $639 million. The filing states that the Series A preferred units repurchase and the cash distribution of $0.38 per unit (described as a current distribution yield of about 9.0%) were paid during the period. Long-term debt-to-total book capitalization rose to 46% from 42% at year-end 2024, and senior notes, net increased to $8,131 million from $7,141 million. Segment results were mixed. Crude Oil Segment Adjusted EBITDA was $559 million, roughly flat versus $553 million, as higher tariff volumes, tariff escalations and bolt-on contributions were offset by higher operating expenses and refinery downtime. NGL Segment Adjusted EBITDA rose to $189 million from $159 million, driven by higher weighted average frac spreads and NGL sales volumes. Management described its focus on efficient growth and financial discipline, and highlighted the Cheyenne Pipeline acquisition, the Black Knight Permian gathering acquisition for approximately $55 million, and the Fort Saskatchewan fractionation debottleneck placed into service.

May 9, 2025 8-K

Plains All American Pipeline 8-K Report, Executive Changes (Mar 26, 2025)

Plains All American Pipeline, L.P. filed a Form 8-K on March 26, 2025 under Item 5.02 to disclose a leadership succession plan. Harry Pefanis will retire as President of Plains All American Pipeline, L.P. and Plains GP Holdings, L.P. effective June 1, 2025. He will remain on the Board of Directors and become a Senior Advisor to Plains. Willie Chiang, Chairman of the Board and CEO, will additionally assume the role of President upon Mr. Pefanis's retirement. The company describes these changes as in line with its long-term succession plan. The accompanying press release (Exhibit 99.1) also announces Board changes effective the same date. Bobby Shackouls will be succeeded as Lead Director and Chair of the Governance Committee by John Raymond. Mr. Shackouls will succeed Mr. Raymond as Chair of the Compensation Committee, and each will remain a member of the other's committee to ensure continuity. The filing includes no financial results, guidance, or transaction terms. For investors, the filing is primarily a governance and management-transition disclosure rather than a financial event. The filing states that Mr. Pefanis has over 27 years of service with the company and more than four decades including time before the 1998 IPO, and that Mr. Chiang will hold both the Chairman/CEO and President roles afterward.

Mar 26, 2025 8-K

Plains All American Pipeline 8-K Report, Financial Results (Feb 7, 2025)

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) reported fourth-quarter and full-year 2024 results on February 7, 2025, and furnished the press release as Exhibit 99.1. For the fourth quarter, net income attributable to PAA was $36 million versus $312 million a year earlier, and diluted net income per common unit was $(0.04). The quarter absorbed a $225 million charge from the write-off of a receivable for Line 901 insurance proceeds and $140 million of non-cash charges tied to the write-down of two U.S. NGL terminals. Full-year 2024 net income attributable to PAA was $772 million, and Adjusted EBITDA attributable to PAA was $2.78 billion, above the top end of guidance. Full-year net cash provided by operating activities was $2.49 billion, and Adjusted Free Cash Flow was $1.17 billion excluding changes in assets and liabilities, with leverage ending the year at 3.0x. The company also described its efficient growth initiatives, including closing three bolt-on acquisitions for approximately $670 million net to PAA (including Ironwood Midstream Energy) and purchasing about 12.7 million Series A Preferred Units for roughly $330 million. For 2025, management guides to Adjusted EBITDA attributable to PAA of $2.80 to $2.95 billion, and expects Adjusted Free Cash Flow of approximately $1.15 billion, reduced by about $580 million for bolt-on transactions closed in the first quarter. Growth capital is expected at +/- $400 million and maintenance capital at +/- $240 million, net to PAA. A distribution increase of $0.25 per unit, payable February 14, 2025, implies a new annual distribution of $1.52 per unit, which the filing describes as a 20% aggregate increase. Balance sheet actions included a $1 billion senior unsecured notes offering in January 2025 at 5.95% due 2035. Management anticipates leverage at or below the low end of its 3.25x to 3.75x target range. The filing also notes that the Crude Oil segment's Adjusted EBITDA rose 1% in the quarter while the NGL segment's fell 9%, reflecting lower weighted average frac spreads.

Feb 7, 2025 8-K

Other EventsExhibits & Filings

Plains All American Pipeline 8-K Report, Material Agreement (Jan 15, 2025)

Plains All American Pipeline, L.P. ("PAA") and its co-issuer PAA Finance Corp. completed a public offering on January 15, 2025 of $1 billion aggregate principal amount of 5.950% Senior Notes due 2035. The notes mature on June 15, 2035, with interest payable each June 15 and December 15, commencing June 15, 2025. The Issuers may redeem some or all of the notes at any time prior to maturity at the redemption prices specified in the Indenture. The notes are PAA's senior unsecured obligations, ranking equally in right of payment with all of PAA's existing and future senior debt and senior to its future subordinated debt. They are effectively subordinated to PAA's secured debt to the extent of the value of the collateral securing that debt. The Indenture contains limitations, subject to important exceptions, on sale and leaseback transactions, liens, mergers or consolidations, and asset transfers, along with customary events of default. Notable default triggers include cross-payment defaults and accelerations on other PAA and subsidiary indebtedness totaling $150.0 million or more, and holders of at least 25% in principal amount of the notes may declare amounts due upon an event of default. The offering was made under the Issuers' Form S-3 shelf registration (No. 333-281967) filed September 6, 2024, pursuant to an underwriting agreement dated January 13, 2025 with J.P. Morgan Securities LLC, BMO Capital Markets Corp., Mizuho Securities USA LLC and Scotia Capital (USA) Inc. as representatives. The Thirty-Fourth Supplemental Indenture is filed as Exhibit 4.1, and the underwriting agreement as Exhibit 1.1.

Jan 15, 2025 8-K

Plains All American Pipeline 8-K Report, Corporate Update (Jan 10, 2025)

Plains All American Pipeline, L.P. (Nasdaq: PAA) reported on January 7, 2025, through Exhibit 99.1 to this Form 8-K, that it announced three bolt-on acquisitions, a capital structure optimization transaction, and a distribution increase. The three acquisitions total an aggregate cash consideration of approximately $670 million net to Plains: the agreed purchase of Ironwood Midstream Energy, an Eagle Ford Basin gathering system, from EnCap Flatrock Midstream for approximately $475 million (expected to close in the first quarter of 2025); the acquisition by a subsidiary of the Plains Permian Basin joint venture of Medallion Midstream's Delaware Basin crude oil gathering business for approximately $160 million ($105 million net to PAA's interest), effective January 1, 2025; and the acquisition of the remaining 50% interest in Midway Pipeline LLC from a subsidiary of CVR Energy for approximately $90 million, completed December 23, 2024. Management states these transactions enhance Plains' crude oil footprint in the Permian, Eagle Ford and Mid-Con. On the capital structure side, Plains agreed to buy approximately 12.7 million Series A Preferred Units, or 18% of the outstanding amount, at par ($26.25) for approximately $330 million plus accrued and unpaid distributions, from EnCap Flatrock Midstream, with closing expected in late January 2025. After giving effect to these transactions, the leverage ratio is expected to be at or below the low end of the 3.25x to 3.75x target range. The Board also approved an increase in the quarterly distribution payable in February 2025 for both PAA common units and PAGP Class A shares, from $0.3175 to $0.38 per unit. The filing states this represents an annualized increase of $0.25 per unit, or 20%, over the distribution paid in November 2024. The filing is signed by Richard McGee, Executive Vice President, on January 10, 2025.

Jan 10, 2025 8-K

Plains All American Pipeline 8-K Report, Regulation FD Disclosure (Dec 9, 2024)

Plains All American Pipeline, L.P. ("PAA") filed this Current Report on Form 8-K on December 9, 2024 under Item 7.01 (Regulation FD Disclosure). The filing states that representatives from PAA and Plains GP Holdings, L.P. ("PAGP") will meet with analysts and investors at a hosted event on December 9, 2024. In connection with the event, Plains intends to publish updated presentation materials on its website, www.plains.com, under "Investors — News & Events — Events & Presentations," available for viewing on December 9, 2024. The information is furnished rather than filed, so it is not deemed filed for purposes of Section 18 of the Exchange Act and is not incorporated by reference into Securities Act or Exchange Act filings unless expressly referenced. PAA and PAGP state they do not undertake to update the posted information, but may post additional information in future press releases, Forms 8-K, and periodic Exchange Act reports. The filing itself contains no financial results, guidance, or quantitative figures. Its substance is limited to notice of the investor event and the availability of presentation materials, which investors can review for the company's latest commentary. The filing was signed by Richard McGee, Executive Vice President, on behalf of Plains All American Pipeline, L.P.'s general partner structure.

Dec 9, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Plains All American Pipeline 8-K Report, Financial Results (Nov 8, 2024)

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) reported third-quarter 2024 results on November 8, 2024, as furnished in Exhibit 99.1. PAA reported net income attributable to PAA of $220 million for the quarter, up from $203 million a year earlier, and net cash provided by operating activities of $692 million. Adjusted EBITDA attributable to PAA was $659 million, compared with $662 million in the prior-year quarter. For the nine months, net income attributable to PAA was $736 million versus $918 million, and Adjusted EBITDA attributable to PAA was $2.051 billion versus $1.974 billion. The company ended the quarter with a 3.0x leverage ratio, below its 3.25x to 3.75x target range, and Moody's upgraded its rating from Baa3 to Baa2 with a stable outlook. The release states the company is now mid-BBB at all three credit rating agencies. The quarter also included a $120 million charge to GAAP earnings from two lawsuit settlements resolving the remaining material Line 901 claims against Plains. For full-year 2024, the company expects Adjusted EBITDA attributable to PAA toward the high end of its $2.725 to $2.775 billion guidance range, and Adjusted Free Cash Flow of approximately $1.45 billion, excluding changes in assets and liabilities. Crude Oil segment Adjusted EBITDA rose 4% in the quarter, while NGL segment Adjusted EBITDA fell 26% on lower weighted average frac spreads.

Nov 8, 2024 8-K

Plains All American Pipeline 8-K Report, Material Agreement (Aug 22, 2024)

Plains All American Pipeline, L.P. filed this Current Report on Form 8-K dated August 22, 2024 to disclose two amendments to its existing credit facilities, both entered into on August 19, 2024. The filing reports no earnings, operating results, or financial statements; its disclosure is limited to changes in the terms of its borrowing arrangements. Under the Revolving Credit Facility Amendment, the Partnership and Plains Midstream Canada ULC (PMC) amended their Credit Agreement dated August 20, 2021, with Bank of America, N.A. as administrative agent. The amendment replaces the Canadian dollar offered rate (CDOR) with rates based on the Canadian Overnight Repo Rate Average (CORRA), eliminates the requirement that lenders accept Canadian bankers' acceptances issued by PMC or other designated borrowers, and extends the maturity date from August 18, 2028 to August 17, 2029. Under the Hedged Inventory Facility Amendment, Plains Marketing, L.P. (PMLP), a wholly-owned subsidiary of the Partnership, and PMC amended their Fourth Amended and Restated Credit Agreement dated August 20, 2021, with the Partnership as guarantor. It makes the same CDOR-to-CORRA transition and bankers' acceptance change, and extends the maturity date from August 18, 2026 to August 18, 2027. The full amendments are filed as Exhibits 10.1 and 10.2.

Aug 22, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Plains All American Pipeline 8-K Report, Financial Results (Aug 2, 2024)

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) reported second-quarter 2024 results on August 2, 2024 and raised full-year 2024 Adjusted EBITDA guidance. Net income attributable to PAA was $250 million for the quarter, down from $293 million a year earlier, and net cash provided by operating activities was $653 million. Adjusted EBITDA attributable to PAA rose to $674 million from $597 million. The company raised the midpoint of its full-year 2024 Adjusted EBITDA attributable to PAA guidance by $75 million, to a range of $2.725 to $2.775 billion, and reiterated full-year Adjusted Free Cash Flow guidance of $1.55 billion. Segment results were mixed. Crude Oil Segment Adjusted EBITDA rose to $576 million from $529 million, driven mainly by higher tariff volumes, tariff escalations and acquisitions, partly offset by fewer market-based opportunities. NGL Segment Adjusted EBITDA increased to $94 million from $62 million, reflecting the absence of prior-year turnaround impacts and iso-to-normal butane spread benefits. Adjusted Free Cash Flow fell to $411 million from $650 million, though management attributed much of the decline to working capital changes, and Adjusted Free Cash Flow excluding changes in assets and liabilities was $421 million compared with $519 million. The company also priced a $650 million offering of unsecured senior notes at 5.7% due 2034. Total debt-to-total book capitalization including short-term debt was 44% at June 30, 2024, compared with 43% at December 31, 2023. The filing furnishes the results press release as Exhibit 99.1 under Items 2.02 and 7.01.

Aug 2, 2024 8-K

Plains All American Pipeline 8-K Report, Material Agreement (Jun 27, 2024)

Plains All American Pipeline, L.P. ("PAA") and its co-issuer PAA Finance Corp. completed a public offering on June 27, 2024 of $650 million aggregate principal amount of 5.700% Senior Notes due 2034. The Notes mature on September 15, 2034, with interest payable semi-annually on March 15 and September 15, beginning March 15, 2025. The Issuers may redeem some or all of the Notes before maturity at the redemption prices specified in the Indenture. The Notes are PAA's senior unsecured obligations, ranking equally with all existing and future senior debt and senior to future subordinated debt, and are effectively subordinated to secured debt to the extent of the value of the collateral. The Indenture, dated as of September 25, 2002 and supplemented by the Thirty-Third Supplemental Indenture dated June 27, 2024, restricts PAA and certain subsidiaries from entering into sale and leaseback transactions, incurring liens, merging or consolidating, and transferring or selling assets, subject to exceptions. Customary events of default apply, including a cross-default on other indebtedness of $150.0 million or more, and the Trustee or holders of at least 25% of the outstanding Notes may accelerate the Notes upon an uncured event of default. The filing also incorporates the terms into a direct financial obligation disclosure and lists exhibits including the Supplemental Indenture, the form of Notes, and a legal opinion from Vinson & Elkins L.L.P. Other material terms are described in a prospectus supplement dated June 17, 2024.

Jun 27, 2024 8-K

Other EventsExhibits & Filings

Plains All American Pipeline 8-K Report, Corporate Update (Jun 20, 2024)

Plains All American Pipeline, L.P. ("PAA") and its co-issuer PAA Finance Corp. entered into an underwriting agreement on June 17, 2024 with Citigroup Global Markets Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the several underwriters, for the issuance and sale of $650 million aggregate principal amount of 5.700% Senior Notes due 2034 (the "Notes"), subject to customary terms and conditions. The Notes are being offered under the Issuers' Form S-3 shelf registration statement (Registration No. 333-259387) filed September 8, 2021, and described in a Prospectus Supplement dated June 17, 2024. The Notes will be issued under a supplemental indenture to be dated June 27, 2024, among the Issuers and U.S. Bank Trust Company National Association, as successor trustee, entered into under the Indenture dated September 25, 2002. The closing of the offering is expected to occur on June 27, 2024, subject to customary closing conditions. The Underwriting Agreement is filed as Exhibit 1.1 to the report, and the filing also includes the Cover Page Interactive Data File as Exhibit 104.

Jun 20, 2024 8-K

Plains All American Pipeline 8-K Report, Shareholder Vote Results (May 28, 2024)

Plains All American Pipeline, L.P. (PAA) reported in this Form 8-K, filed May 28, 2024, the results of its 2024 annual meeting of common and Series A Convertible Preferred unitholders, held May 22, 2024. At the meeting, unitholders (other than Plains AAP, L.P.) voted on how PAA should vote the Class C shares of Plains GP Holdings, L.P. (PAGP) that PAA owns at PAGP's annual meeting. Approximately 81.6%, or 440,132,999 units, of the 539,507,571 common and Series A Preferred units eligible to vote were represented in person or by proxy. Unitholders supported all four proposals: the election of three Class III directors to the board of PAA GP Holdings LLC (Greg Armstrong, John Raymond and Bobby Shackouls, with 99.2%, 99.0% and 96.2% of votes cast in favor), ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2024 (98.3% of votes cast in favor), and approval, on a non-binding advisory basis, of 2023 named executive officer compensation (97.7% of votes cast in favor). On the frequency of future advisory say-on-pay votes, the largest share of votes favored every one year (312,258,213 votes, versus 4,567,750 for every two years and 945,274 for every three years). Consistent with that result, the board of PAA GP Holdings LLC determined that the partnership will hold these advisory votes every year until the next required frequency vote, which must occur no later than the 2030 annual meeting.

May 28, 2024 8-K

Plains All American Pipeline 8-K Report, Financial Results (May 3, 2024)

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) reported first-quarter 2024 results on May 3, 2024, and reaffirmed full-year 2024 Adjusted EBITDA guidance of $2.625 - $2.725 billion. Net income attributable to PAA was $266 million, down from $422 million a year earlier, and net cash provided by operating activities was $419 million versus $743 million. Adjusted EBITDA attributable to PAA was $718 million, roughly flat with $715 million in the prior-year quarter, and Adjusted Free Cash Flow (excluding changes in assets and liabilities) was $262 million versus $625 million. The company updated its Permian long-haul contracting. Contracted volumes were increased and contract terms extended so that the weighted average contract duration of the Permian long-haul portfolio is approximately 5 years, through 2028, including new contracts or extensions on Cactus I, Cactus II and Basin/Sunrise. Management expects underlying growth and efficient growth investments to offset lower contracted rates, resulting in broadly flat Adjusted EBITDA in 2026 compared with 2024 guidance for the Crude Oil segment. Plains also acquired an additional 10% interest in Saddlehorn Pipeline Company and a Mid-Con terminal asset for aggregate cash consideration of approximately $110 million. The distribution per common unit declared for the quarter rose to $0.3175 from $0.2675, and the annualized common distribution was increased by $0.20 to $1.27 per unit.

May 3, 2024 8-K

Plains All American Pipeline 8-K Report, Financial Results (Feb 9, 2024)

Plains All American Pipeline, L.P. (Nasdaq: PAA) reported fourth-quarter and full-year 2023 results on February 9, 2024, alongside 2024 guidance, as furnished in Exhibit 99.1. Net income attributable to PAA was $312 million for the fourth quarter and $1.23 billion for the full year, compared with $263 million and $1.04 billion in the prior-year periods. Net cash provided by operating activities was $1.01 billion for the quarter and $2.73 billion for the year. Adjusted EBITDA attributable to PAA was $737 million for the quarter and $2.71 billion for the year, which the company describes as above the top end of its guidance. Full-year Adjusted Free Cash Flow (excluding changes in assets and liabilities) was $1.60 billion, and year-end leverage was 3.1x. For 2024, the company expects Adjusted EBITDA attributable to PAA of $2.625 billion to $2.725 billion and approximately $1.65 billion of Adjusted Free Cash Flow (excluding changes in assets and liabilities). It expects about $500 million of Adjusted Free Cash Flow after Distributions (excluding changes in assets and liabilities). The board approved raising the annualized common distribution by $0.20 to $1.27 per unit beginning in February 2024, a 19% aggregate increase versus 2023 levels. The company reaffirmed its leverage ratio target range of 3.25x to 3.75x and anticipates full-year 2024 Investment and Maintenance Capital of approximately $375 million and $230 million, net to PAA, respectively. Management cited two asset sales, three bolt-on acquisitions, and two credit rating upgrades during 2023, and said these moves support its target of achieving BBB credit ratings. The filing also notes that the fourth-quarter 2022 results included a $230 million Line 901 class action settlement payment, which affects year-over-year comparisons of Adjusted Free Cash Flow.

Feb 9, 2024 8-K

Plains All American Pipeline 8-K Report, Regulation FD Disclosure (Nov 14, 2023)

Plains All American Pipeline, L.P. ("PAA") filed this Current Report on Form 8-K dated November 14, 2023 under Item 7.01 (Regulation FD Disclosure). The filing is a short notice rather than a financial results release, and it contains no financial figures, earnings data, or guidance. The company states that representatives from PAA and Plains GP Holdings, L.P. ("PAGP") intend to meet with members of the investment community on November 15, 2023 at the BofA Securities Global Energy Conference in Houston, Texas, which runs from November 13 to 15, 2023. In conjunction with the event, Plains intends to publish updated presentation materials to its website at www.plains.com under the "News & Events — Investor Presentations" section of its Investor Relations page, with the materials available on Wednesday, November 15, 2023. The filing also notes that neither PAA nor PAGP undertakes to update the information posted on its website, though the companies may post additional information in future press releases, Forms 8-K, and periodic Exchange Act reports. The information is furnished under Regulation FD and is not deemed "filed" for purposes of Section 18 of the Exchange Act.

Nov 14, 2023 8-K

Corporate ChangesExhibits & Filings

Plains All American Pipeline 8-K Report, Financial Results (Nov 3, 2023)

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) reported third-quarter 2023 results on November 3, 2023, per Exhibit 99.1. For the quarter, the partnership reported net income attributable to PAA of $203 million, down from $384 million in the prior-year period, and net cash provided by operating activities of $85 million, versus $941 million a year earlier. Adjusted EBITDA attributable to PAA was $662 million, compared with $623 million in the third quarter of 2022. Diluted net income per common unit was $0.20, against $0.48 a year earlier. The company raised its full-year 2023 Adjusted EBITDA attributable to PAA guidance to $2.60 to $2.65 billion, up from $2.45 to $2.55 billion. Management stated it intends to recommend to the Plains Board an annualized increase of $0.20 per unit to the fourth-quarter 2023 distribution payable in February 2024, lifting the annualized rate from $1.07 to $1.27 per common unit and Class A share, described as a 19% increase. The company also lowered its long-term leverage ratio target range by 0.5x to 3.25x to 3.75x and expects year-end 2023 leverage to be below 3.5x. Subsidiaries of the Permian JV acquired Rattler Midstream's Southern Delaware Basin crude oil gathering system and LM Energy's Northern Delaware Basin Touchdown crude oil gathering system for aggregate cash consideration of approximately $205 million, of which $135 million is net to PAA's interest in the Permian JV. Free Cash Flow for the quarter was negative $386 million, compared with positive $726 million a year earlier, a change the release does not attribute to a single cause in the filing text.

Nov 3, 2023 8-K

Plains All American Pipeline 8-K Report, Bylaw Amendment (Aug 21, 2023)

Plains All American Pipeline, L.P. (PAA) filed this Form 8-K to report an amendment to the governing partnership documents of its subsidiary, Plains AAP, L.P. ("AAP"). On August 17, 2023, Plains All American GP LLC, as general partner, executed Amendment No. 3 to the Eighth Amended and Restated Limited Partnership Agreement of AAP, dated November 15, 2016. The amendment revises the definition of "Permitted Transfer" to allow KAFU Holdings (QP), L.P. ("KAFU") to transfer its Partnership Group Interests to one or more of its limited partners. Under the revised definition, any such transfer, considered together with contemporaneous transfers by KAFU to affiliates of the same limited partner, must involve an aggregate of no less than 125,000 Partnership Group Interests. Each Partnership Group Interest consists of an equal number of Class A Units of AAP, Class B Shares of Plains GP Holdings, L.P., and Holdings GP Units of PAA GP Holdings LLC. The filing is reported under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) and attaches the amendment as Exhibit 3.1. The filing is limited to the transfer-eligibility change and does not describe financial results, dividends, or other operating information. It was signed by Richard McGee, Executive Vice President, on August 21, 2023.

Aug 21, 2023 8-K

Plains All American Pipeline 8-K Report, Regulation FD Disclosure (Aug 18, 2023)

Plains All American Pipeline, L.P. ("PAA") filed this Current Report on August 18, 2023, under Item 7.01 (Regulation FD Disclosure) to announce investor-community engagement. Representatives of PAA and Plains GP Holdings, L.P. ("PAGP") plan to meet with investors at the Citi One-on-One Midstream/Energy Infrastructure Conference in Las Vegas, Nevada, from August 21 to 23, 2023. In conjunction with the conference, Plains intends to publish updated presentation materials on its website, www.plains.com, under the "News & Events — Investor Presentations" section of its Investor Relations site. The materials will be available for viewing on Monday, August 21, 2023. The filing states that PAA and PAGP do not undertake to update the information posted on their websites. They may, however, post additional information in future press releases, Forms 8-K, and periodic Exchange Act reports. The filing is furnished under General Instruction B.2 of Form 8-K and is not deemed "filed" for purposes of Section 18 of the Exchange Act.

Aug 18, 2023 8-K

Plains All American Pipeline 8-K Report, Financial Results (Aug 4, 2023)

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) reported second-quarter 2023 results on August 4, 2023, furnished as Exhibit 99.1 under Items 2.02 and 7.01. Net income attributable to PAA was $293 million for the quarter, up from $203 million a year earlier, and net cash provided by operating activities was $888 million. Adjusted EBITDA attributable to PAA was $597 million, compared with $615 million in the second quarter of 2022. Crude Oil segment Adjusted EBITDA rose 7% to $529 million, while NGL segment Adjusted EBITDA fell 48% to $62 million, mainly due to lower propane sales volumes and the absence of weather events that benefited the 2022 period. The company announced a bolt-on acquisition in the Permian Basin: a subsidiary of Plains Oryx Permian Basin LLC acquired Diamondback Energy's 43% interest in OMOG JV LLC for approximately $225 million ($145 million net to PAA's interest), closing July 28. In the NGL segment, PAA sanctioned the Plains Fort Saskatchewan (PFS) Train 1 debottlenecking project (about 30 Mb/d of additional capacity) and extended weighted average contract tenor to approximately 10 years across Fort Sask fractionation capacity and Co-Ed Pipeline. Management expects these projects and new contracts to largely offset a third-party NGL supply agreement expiring at year-end 2024, which reduces frac spread exposed volumes by about 15 Mb/d. For full-year 2023, PAA expects Adjusted EBITDA attributable to PAA at the high end of its $2.45 to $2.55 billion guidance range, with year-end 2023 leverage now expected below 3.5x. Investment and maintenance capital guidance of $325 million and $195 million, net to PAA, was maintained, and approximately $1.6 billion of Free Cash Flow is expected in 2023.

Aug 4, 2023 8-K

Plains All American Pipeline 8-K Report, Shareholder Vote Results (May 26, 2023)

Plains All American Pipeline, L.P. (PAA) filed this Form 8-K on May 26, 2023 to report the voting results of its 2023 annual meeting of common unitholders and Series A Convertible Preferred unitholders, held May 24, 2023. The meeting addressed how PAA would instruct its vote on Class C shares of Plains GP Holdings, L.P. (PAGP) that PAA owns, at PAGP's annual meeting, on three matters: the election of four Class I directors to the board of PAA GP Holdings LLC, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2023, and a non-binding advisory approval of 2022 named executive officer compensation. About 81.4% of the 528,478,046 common and Series A Preferred units eligible to vote, or 429,957,815 units, were represented at the meeting. All four director nominees were supported by 97.3% to 99.5% of votes cast in favor, the auditor ratification received 98.5% support, and the advisory compensation proposal received 98.3% support. For investors, the filing confirms broad unitholder support for the governance proposals and no contested outcomes. The filing itself does not report any new financial results, transactions or strategic changes.

May 26, 2023 8-K

Plains All American Pipeline 8-K Report, Financial Results (May 5, 2023)

Plains All American Pipeline, L.P. (Nasdaq: PAA) reported first-quarter 2023 net income attributable to PAA of $422 million, up from $187 million in the prior-year period, and net cash provided by operating activities of $743 million, up from $340 million. Adjusted EBITDA attributable to PAA was $715 million, compared with $614 million a year earlier. Free Cash Flow was $823 million, including approximately $284 million of asset sales, and total debt was reduced by approximately $450 million during the quarter. Diluted net income per common unit was $0.52, compared with $0.19. The company reaffirmed its 2023 guidance: Adjusted EBITDA attributable to PAA of $2.45 to $2.55 billion, year-end 2023 leverage of +/- 3.5x, and common unit distribution coverage of +/- 215%. It expects approximately $1.6 billion of Free Cash Flow in 2023, which it says underpins its capital allocation framework of meaningfully increasing returns of capital to equity holders and further absolute debt reduction. Full-year 2023 Investment capital is anticipated at $325 million and Maintenance capital at $195 million, net to PAA. The annualized common distribution was increased by $0.20 to $1.07 per unit, which the filing describes as an approximately 23% increase, paid in February. Management attributed the quarter's results to higher volumes on its pipeline systems, particularly the Permian and Capline assets, tariff escalations and Canadian market-based opportunities in the Crude Oil segment, and higher sales volumes at higher realized margins in the NGL segment. Segment Adjusted EBITDA rose 14% in Crude Oil, to $517 million, and 19% in NGL, to $192 million. The filing states that the company has significant hedging in its Crude Oil and NGL segments to mitigate risk amid what it describes as macro uncertainty.

May 5, 2023 8-K

Plains All American Pipeline 8-K Report, Regulation FD Disclosure (Feb 28, 2023)

Plains All American Pipeline, L.P. ("PAA") filed this Current Report on Form 8-K on February 28, 2023 under Item 7.01 (Regulation FD Disclosure). The filing is informational and contains no financial results, transaction terms, or other quantitative data. It states that representatives from PAA and Plains GP Holdings, L.P. ("PAGP") will meet with investors and members of the financial community on March 1-2, 2023 at the Morgan Stanley Global Energy & Power Conference in New York, New York. In connection with the conference, Plains intends to publish updated presentation materials on its website, www.plains.com, under the "News & Events — Investor Presentations" section of its Investor Relations site, with availability beginning Wednesday, March 1, 2023. The stated topics include an industry overview, PAA's commercial and operating activities, financial positioning, forward outlook, and other related matters. The filing states that neither PAA nor PAGP undertakes to update the information posted on their websites, but that they may post additional information in future press releases, Forms 8-K, and periodic Exchange Act reports. The information is furnished under Regulation FD and is not deemed "filed" for purposes of Section 18 of the Exchange Act.

Feb 28, 2023 8-K

Plains All American Pipeline 8-K Report, Financial Results (Feb 8, 2023)

Plains All American Pipeline, L.P. (Nasdaq: PAA) reported fourth-quarter and full-year 2022 results on February 8, 2023 and announced 2023 guidance. Full-year 2022 net income attributable to PAA was $1.04 billion (versus $593 million in 2021), and diluted net income per common unit was $1.19. Full-year 2022 Adjusted EBITDA attributable to PAA was $2.51 billion, and Free Cash Flow was $1.61 billion, compared with $2.37 billion in 2021. Fourth-quarter 2022 Free Cash Flow was negative $4 million, reflecting a $230 million payment to settle a Line 901 class action lawsuit and an approximately $85 million purchase of an additional Cactus II pipeline interest. Results were also affected by a $330 million non-cash impairment on California assets and a non-cash gain of about $370 million on the Cactus II investment. The company repurchased $74 million of common units, repaid $774 million of total debt, and ended 2022 at 3.7x leverage. Management described the year as a positive inflection point and announced a multi-year capital allocation framework that prioritizes Free Cash Flow generation and increasing returns of capital to equity holders. For 2023, the company expects Adjusted EBITDA attributable to PAA of $2.45 to $2.55 billion, year-end leverage of about 3.5x, and Free Cash Flow of approximately $1.60 billion. It expects Investment Capital of $325 million and Maintenance Capital of $195 million, net to PAA. The annualized common distribution was raised by $0.20 to $1.07 per unit in January 2023.

Feb 8, 2023 8-K

Plains All American Pipeline 8-K Report, Regulation FD Disclosure (Dec 6, 2022)

Plains All American Pipeline, L.P. ("PAA") filed this Current Report on Form 8-K dated December 6, 2022 under Item 7.01 (Regulation FD Disclosure). The filing is informational and contains no financial results, guidance, or transaction terms. It states that representatives of PAA and Plains GP Holdings, L.P. ("PAGP") plan to meet with members of the financial community at the Wells Fargo Midstream and Utility Symposium in New York, New York, on December 7-8, 2022. The filing notes that Willie Chiang, Chairman and CEO, will take part in a fireside chat on Wednesday, December 7, 2022 at 10:45 a.m. Eastern time. The chat will be webcast live and remain available for approximately 180 days afterward. Presentation materials for the event are posted on the company's website under the Investor Presentations section of Investor Relations. The company states that it does not undertake to update the information posted on its websites, but may post additional information in future press releases, Forms 8-K, and periodic Exchange Act reports. The filing is signed by Chris Herbold, Senior Vice President, Finance & Chief Accounting Officer.

Dec 6, 2022 8-K