PAA · Plains All American Pipeline LP

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

The original Form 4 filed on August 18, 2025 inadvertently reported the acquisition of 10,000 more phantom units than were actually acquired; this amendment is being filed to correct the error.

These phantom units will vest as follows: (a) Tranche 1, consisting of 56,325 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 28,162 phantom units (assuming 100% payout at target), will potentially vest on the August 2028 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, 2028 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

(c) Tranche 3, consisting of 28,163 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2028 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 $8.40 over the 3-year period ending 6/30/28 (with payout equaling 100% at cumul. DCF/CUE over such period of $8.40 and being equal to 0% for cumul. DCF/CUE over such period of $7.56 or lower and 200% for cumul. DCF/CUE over such period of $9.24 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 6/30/28 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, 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 2028 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 2028 distribution date shall expire as of such date.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

Special long-term retention award of phantom units granted under Long-Term Incentive Plan (includes DERs payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest on the August 2028 distribution date assuming continued service through such date. One-third of the DERs associated with these phantom units will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, this portion of the DERs will be paid quarterly until the phantom units vest or terminate. Beginning with the August 2026 distribution date, an additional one-third of the DERs will vest each year on the August distribution date (such that 100% of the DERs will have vested by the August 2027 distribution date) and will be paid quarterly until the phantom units vest or terminate.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights ("DER") payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

The expiration date of these outstanding phantom units has been extended from October 2025 to October 2030, resulting in the deemed cancellation of the original phantom units and deemed grant under the Long-Term Incentive Plan of replacement phantom units described in footnote 7 below. The original phantom units were granted in August 2018. The phantom units include associated DERs payable in cash.

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

Although the expiration date of the original phantom units has been extended from Oct. 2025 to Oct. 2030, the other vesting terms remain the same. The phantom units will vest (i) 25% on the first distribution date on which PAA has generated DCF per common unit (DCF/CU) of at least $3.00 on a trailing four quarter basis (TFQB), and (ii) 75% on the first distribution date on which PAA has generated DCF/CU of at least $3.50 on a TFQB. DERs associated with these phantom units have vested or will vest as follows: (i) 1/3 vested on the May 2019 distribution date, (ii) 1/3 will vest on the first distribution date on which PAA generates DCF/CU of at least $2.60 on a TFQB, and (iii) 1/3 will vest on the first distribution date on which PAA generates DCF/CU of at least $2.80 on a TFQB. The phantom units and associated DERs also vest upon termination of employment under certain circumstances. Any phantom units and associated DERs that have not vested by 10-1-2030 will expire at that time.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 54,425 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 27,212 phantom units (assuming 100% payout at target), will potentially vest on the August 2028 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, 2028 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

(c) Tranche 3, consisting of 27,213 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2028 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 $8.40 over the 3-year period ending 6/30/28 (with payout equaling 100% at cumul. DCF/CUE over such period of $8.40 and being equal to 0% for cumul. DCF/CUE over such period of $7.56 or lower and 200% for cumul. DCF/CUE over such period of $9.24 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 6/30/28 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, 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 2028 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 2028 distribution date shall expire as of such date.

Special long-term retention award of phantom units granted under Long-Term Incentive Plan (includes DERs payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest on the August 2030 distribution date assuming continued service through such date. 20% of the DERs associated with these phantom units will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, this portion of the DERs will be paid quarterly until the phantom units vest or terminate. Beginning with the August 2026 distribution date, an additional 20% of the DERs will vest each year on the August distribution date (such that 100% of the DERs will have vested by the August 2029 distribution date) and will be paid quarterly until the phantom units vest or terminate.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 72,450 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 36,225 phantom units (assuming 100% payout at target), will potentially vest on the August 2028 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, 2028 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

(c) Tranche 3, consisting of 36,225 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2028 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 $8.40 over the 3-year period ending 6/30/28 (with payout equaling 100% at cumul. DCF/CUE over such period of $8.40 and being equal to 0% for cumul. DCF/CUE over such period of $7.56 or lower and 200% for cumul. DCF/CUE over such period of $9.24 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 6/30/28 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, 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 2028 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 2028 distribution date shall expire as of such date.

Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and Plains All American Pipeline, L.P. ("PAA"), AAP is obligated to issue to PAGP 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. The Omnibus Agreement also provides that immediately following such issuance, PAA is obligated to issue to AAP an equivalent number of PAA Common Units. On August 14, 2025, a total of 144,500 PAGP Class A shares were issued in connection with the vesting of outstanding LTIP awards under PAGP's long-term incentive plan. An equal number of AAP Class A units was issued to PAGP and an equal number of PAA Common Units was issued to AAP.

PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC 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.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 72,450 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 36,225 phantom units (assuming 100% payout at target), will potentially vest on the August 2028 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, 2028 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

(c) Tranche 3, consisting of 36,225 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2028 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 $8.40 over the 3-year period ending 6/30/28 (with payout equaling 100% at cumul. DCF/CUE over such period of $8.40 and being equal to 0% for cumul. DCF/CUE over such period of $7.56 or lower and 200% for cumul. DCF/CUE over such period of $9.24 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 6/30/28 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, 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 2028 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 2028 distribution date shall expire as of such date.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 16,375 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 8,187 phantom units (assuming 100% payout at target), will potentially vest on the August 2028 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, 2028 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

(c) Tranche 3, consisting of 8,188 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2028 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 $8.40 over the 3-year period ending 6/30/28 (with payout equaling 100% at cumul. DCF/CUE over such period of $8.40 and being equal to 0% for cumul. DCF/CUE over such period of $7.56 or lower and 200% for cumul. DCF/CUE over such period of $9.24 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 6/30/28 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, 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 2028 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 2028 distribution date shall expire as of such date.

The expiration date of these outstanding phantom units has been extended from October 2025 to October 2030, resulting in the deemed cancellation of the original phantom units and deemed grant under the Long-Term Incentive Plan of replacement phantom units described in footnote 7 below. The original phantom units were granted in August 2018. The phantom units include associated DERs payable in cash.

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

Although the expiration date of the original phantom units has been extended from Oct. 2025 to Oct. 2030, the other vesting terms remain the same. The phantom units will vest (i) 25% on the first distribution date on which PAA has generated DCF per common unit (DCF/CU) of at least $3.00 on a trailing four quarter basis (TFQB), and (ii) 75% on the first distribution date on which PAA has generated DCF/CU of at least $3.50 on a TFQB. DERs associated with these phantom units have vested or will vest as follows: (i) 1/3 vested on the May 2019 distribution date, (ii) 1/3 will vest on the first distribution date on which PAA generates DCF/CU of at least $2.60 on a TFQB, and (iii) 1/3 will vest on the first distribution date on which PAA generates DCF/CU of at least $2.80 on a TFQB. The phantom units and associated DERs also vest upon termination of employment under certain circumstances. Any phantom units and associated DERs that have not vested by 10-1-2030 will expire at that time.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights ("DER") payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 208,675 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 104,337 phantom units (assuming 100% payout at target), will potentially vest on the August 2028 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, 2028 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

(c) Tranche 3, consisting of 104,338 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2028 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 $8.40 over the 3-year period ending 6/30/28 (with payout equaling 100% at cumul. DCF/CUE over such period of $8.40 and being equal to 0% for cumul. DCF/CUE over such period of $7.56 or lower and 200% for cumul. DCF/CUE over such period of $9.24 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 6/30/28 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, 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 2026 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 2028 distribution date shall expire as of such date.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

On January 7, 2025, the Issuer entered into a Unit Repurchase Agreement with EnCap Flatrock Midstream Fund III, L.P. ("EFM III"), whereby the Issuer agreed to purchase 12,678,560 Series A Convertible Preferred Units representing limited partner interests in the Issuer (the "Preferred Units") from EFM III. The Preferred Units will be purchased at "par" ($26.25) for a total purchase price of USD $332,812,200, plus accrued unpaid distributions through January 30, 2025 of $10,400,476 (for total consideration of $343,212,676). The transaction is expected to close by the end of January 2025.

The Preferred Units are perpetual in nature and have no expiration date.

These securities were directly held by EFM III. Gary R. Petersen was previously deemed the beneficial owner of securities held by EFM III by virtue of being a member of EnCap Partners, LLC, which indirectly controlled EFM III. As the result of an internal reorganization, Mr. Petersen no longer has the power to direct the voting or disposition of the securities held by EFM III and, therefore, is no longer deemed the beneficial owner of such securities. Mr. Petersen disclaims beneficial ownership of the securities held by EFM III.

In addition, the Reporting Person previously reported beneficial ownership of 12,678,560 Series A Convertible Preferred Units representing limited partner interests in the Issuer that are directly held by EnCap Energy Capital Fund X, L.P. ("EnCap Fund X"). Mr. Petersen was previously deemed the beneficial owner of securities held by EnCap Fund X by virtue of being a member of EnCap Partners, LLC, which indirectly controlled EnCap Fund X. As the result of an internal reorganization, Mr. Petersen no longer has the power to direct the voting or disposition of the securities held by EnCap Fund X and, therefore, is no longer deemed the beneficial owner of such securities. Mr. Petersen disclaims beneficial ownership of the securities held by EnCap Fund X.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 16,200 phantom units, will vest on the August 2027 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 8,100 phantom units (assuming 100% payout at target), will potentially vest on the August 2027 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, 2027 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

(c) Tranche 3, consisting of 8,100 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2027 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 $7.75 over the 3-year period ending 6/30/27 (with payout equaling 100% at cumul. DCF/CUE over such period of $7.75 and being equal to 0% for cumul. DCF/CUE over such period of $6.975 or lower and 200% for cumul. DCF/CUE over such period of $8.71875 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 6/30/27 is greater than the leverage ratio that equals the upper end of our then applicable target leverage ratio range (e.g., 3.0x is the upper end of PAA's current target leverage ratio range of 2.5x to 3.0x).

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2025 distribution date; beginning in November 2025, 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 2027 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 2027 distribution date shall expire as of such date.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 54,000 phantom units, will vest on the August 2027 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 27,000 phantom units (assuming 100% payout at target), will potentially vest on the August 2027 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, 2027 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

(c) Tranche 3, consisting of 27,000 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2027 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 $7.75 over the 3-year period ending 6/30/27 (with payout equaling 100% at cumul. DCF/CUE over such period of $7.75 and being equal to 0% for cumul. DCF/CUE over such period of $6.975 or lower and 200% for cumul. DCF/CUE over such period of $8.71875 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 6/30/27 is greater than the leverage ratio that equals the upper end of our then applicable target leverage ratio range (e.g., 3.0x is the upper end of PAA's current target leverage ratio range of 2.5x to 3.0x).

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2025 distribution date; beginning in November 2025, 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 2027 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 2027 distribution date shall expire as of such date.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 178,875 phantom units, will vest on the August 2027 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 89,437 phantom units (assuming 100% payout at target), will potentially vest on the August 2027 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, 2027 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

(c) Tranche 3, consisting of 89,438 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2027 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 $7.75 over the 3-year period ending 6/30/27 (with payout equaling 100% at cumul. DCF/CUE over such period of $7.75 and being equal to 0% for cumul. DCF/CUE over such period of $6.975 or lower and 200% for cumul. DCF/CUE over such period of $8.71875 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 6/30/27 is greater than the leverage ratio that equals the upper end of our then applicable target leverage ratio range (e.g., 3.0x is the upper end of PAA's current target leverage ratio range of 2.5x to 3.0x).

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2025 distribution date; beginning in November 2025, 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 2027 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 2027 distribution date shall expire as of such date.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 71,550 phantom units, will vest on the August 2027 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 35,775 phantom units (assuming 100% payout at target), will potentially vest on the August 2027 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, 2027 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

(c) Tranche 3, consisting of 35,775 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2027 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 $7.75 over the 3-year period ending 6/30/27 (with payout equaling 100% at cumul. DCF/CUE over such period of $7.75 and being equal to 0% for cumul. DCF/CUE over such period of $6.975 or lower and 200% for cumul. DCF/CUE over such period of $8.71875 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 6/30/27 is greater than the leverage ratio that equals the upper end of our then applicable target leverage ratio range (e.g., 3.0x is the upper end of PAA's current target leverage ratio range of 2.5x to 3.0x).

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2025 distribution date; beginning in November 2025, 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 2027 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 2027 distribution date shall expire as of such date.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 71,550 phantom units, will vest on the August 2027 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 35,775 phantom units (assuming 100% payout at target), will potentially vest on the August 2027 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, 2027 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

(c) Tranche 3, consisting of 35,775 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2027 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 $7.75 over the 3-year period ending 6/30/27 (with payout equaling 100% at cumul. DCF/CUE over such period of $7.75 and being equal to 0% for cumul. DCF/CUE over such period of $6.975 or lower and 200% for cumul. DCF/CUE over such period of $8.71875 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 6/30/27 is greater than the leverage ratio that equals the upper end of our then applicable target leverage ratio range (e.g., 3.0x is the upper end of PAA's current target leverage ratio range of 2.5x to 3.0x).

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2025 distribution date; beginning in November 2025, 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 2027 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 2027 distribution date shall expire as of such date.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

These phantom units will vest as follows: (a) Tranche 1, consisting of 54,000 phantom units, will vest on the August 2027 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 27,000 phantom units (assuming 100% payout at target), will potentially vest on the August 2027 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, 2027 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

(c) Tranche 3, consisting of 27,000 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2027 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 $7.75 over the 3-year period ending 6/30/27 (with payout equaling 100% at cumul. DCF/CUE over such period of $7.75 and being equal to 0% for cumul. DCF/CUE over such period of $6.975 or lower and 200% for cumul. DCF/CUE over such period of $8.71875 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 6/30/27 is greater than the leverage ratio that equals the upper end of our then applicable target leverage ratio range (e.g., 3.0x is the upper end of PAA's current target leverage ratio range of 2.5x to 3.0x).

DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2025 distribution date; beginning in November 2025, 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 2027 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 2027 distribution date shall expire as of such date.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.

Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and Plains All American Pipeline, L.P. ("PAA"), AAP is obligated to issue to PAGP 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. The Omnibus Agreement also provides that immediately following such issuance, PAA is obligated to issue to AAP an equivalent number of PAA Common Units. On August 14, 2024, a total of 202,002 PAGP Class A shares were issued in connection with the vesting of outstanding LTIP awards under PAGP's long-term incentive plan. An equal number of AAP Class A units was issued to PAGP and an equal number of PAA Common Units was issued to AAP.

PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC 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.

Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).

One common unit is deliverable, upon vesting, for each Phantom Unit that vests.