PAA 10-K & 10-Q changes, risk factors and insider trading

While we maintain insurance coverage at levels that we believe to be reasonable and prudent, we can provide no assurance that our current levels of insurance will be sufficient to cover any losses that we have incurred or may incur in the future, whether due to deductibles, coverage challenges or other limitations. In addition, over the last several years, as the scale and scope of our business activities has expanded, the breadth and depth of available insurance markets has contracted. As a result of these factors and other market conditions, as well as the fact that we have experienced several incidents in the past, premiums and deductibles for certain insurance policies have increased substantially. Accordingly, we can give no assurance that we will be able to maintain adequate insurance in the future at rates or on other terms we consider commercially reasonable. In addition, although we believe that we currently maintain adequate insurance coverage, insurance will not cover many types of interruptions or losses that might occur and will not cover all risks associated with our operations. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur. The occurrence of a significant event, the consequences of which are either not covered by insurance or not fully insured, or a significant delay in, or denial of, the payment of a major insurance claim, could materially and adversely affect our financial position, results of operations and cash flows. For a discussion of our Line 901 Incident insurance receivable, please read Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates— Line 901 Incident Insurance Receivable” and Note 18 to our Consolidated Financial Statements.

As of December 31, 2024,2025, the face value of our consolidated debt outstanding was approximately $7.7$11.3 billion (excluding net unamortized discounts and debt issuance costs of approximately $42$66 million), consisting of approximately $7.3$10.8 billion face value of long-term debt (including senior notesnotes, term loan, commercial paper and finance lease obligations) and approximately $408$0.6 millionbillion of short-term borrowings. As of December 31, 2024,2025, we had over $2.6$2.0 billion of liquidity available, including cash and cash equivalents and available borrowing capacity under our senior unsecured revolving credit facility and our senior secured hedged inventory facility, subject to continued covenant compliance. Lower Adjusted EBITDA could increase our leverage ratios and effectively reduce our ability to incur additional indebtedness.

Our credit agreements prohibit distributions on, or purchases or redemptions of, units if any default or event of default is continuing. In addition, the agreements contain various covenants limiting our ability to, among other things, incur indebtedness if certain financial ratios are not maintained, grant liens, engage in transactions with affiliates, enter into sale-leaseback transactions, and sell substantially all of our assets or enter into a merger or consolidation. Our credit facilities treat a change of control as an event of default and also requires us to maintain a certain debt coverage ratio. Our senior notes do not restrict distributions to unitholders, but a default under our credit agreements will be treated as a default under the senior notes. Please read Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreements, Commercial Paper ProgramProgram, Term Loan and Indentures.”

As of December 31, 2024,2025, the face value of our consolidated debt was approximately $7.7$11.3 billion (excluding net unamortized discounts and debt issuance costs of approximately $42$66 million), substantially all of which was at fixed interest rates. Significant increases in interest rates above current levels could adversely affect our results of operations, cash flows and financial position due to, among other things:

We have a history of making incremental additions toincreasing the miles of pipelines we own, both through acquisitions and investment capital projects. We have also increased our terminal and storage capacity and operate several facilities on or near navigable waters and domestic water supplies. Although we have implemented programs intended to maintain the integrity of our assets (discussed below), as we increase the capacity of our existing assets or acquire additional assets we are at risk for an increase in the number and/or volume of releases of liquid hydrocarbons into the environment. These releases expose us to potentially substantial expense, including clean-up and remediation costs, fines and penalties, and third-party claims for personal injury or property damage related to past or future releases. Some of these expenses could increase by amounts disproportionately higher than the relative increase in pipeline mileage and the increase in revenues associated therewith.

Our leverage is significant in relation to our partners’ capital. At December 31, 2024,2025, the face value of our total outstanding long-term debt was approximately $7.3$10.8 billion, and the face value of our total outstanding short-term debt was approximately $408$0.6 million.billion. We will be prohibited from making cash distributions during an event of default under any of our indebtedness. Various limitations in our credit facilities and other debt instruments may reduce our ability to incur additional debt, to engage in some transactions and to capitalize on business opportunities. Any subsequent refinancing of our current indebtedness or any new indebtedness could have similar or greater restrictions.

The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our units may be modified by administrative, legislative or judicial changes or differing interpretations at any time. Members of Congress have proposed and considered substantive changes to the existing U.S. federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate our ability to qualify for partnership tax treatment. Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment. Further, while unitholders of publicly traded partnerships are, subject to certain limitations, entitled to a deduction equal to 20% of their allocable share of a publicly traded partnership’s “qualified business income,” this deduction is scheduled to expire with respect to taxable years beginning after December 31, 2025.

The IRS has made no determination as to our status as a partnership for U.S. federal income tax purposes or as to any other matter affecting us. The IRS or CRA may adopt positions that differ from the positions we take or challenge the inter-country allocations we make. It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we take. A court may not agree with some or all of the positions we take. Any contest with the IRS or CRA may materially and adversely impact the market for our common units and the price at which they trade. In addition, our costs of any contest with the IRS or CRA and any incremental taxes required to be paid will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution or debt service. See Note 1415 to our Consolidated Financial Statements for additional information regarding CRA challenge of intercompany transactions.

InvestmentInvestments in our common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs) raisesraise issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from U.S. federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Additionally, all or part of any gain recognized by such tax-exempt organization upon a sale or other disposition of our common units may be unrelated business taxable income and may be taxable to them. Tax-exempt entities should consult a tax advisor before investing in our common units.

For taxable years beginning after December 31, 2017 and ending on or before December 31, 2025, anAn individual unitholder is generally allowed a deduction equal to 20% of our “qualified publicly traded partnership income” that is allocated to such unitholder. For purposes of the deduction, the term qualified publicly traded partnership income includes the net amount of such unitholder’s allocable share of our income that is effectively connected to our U.S. trade or business activities. Because our non-U.S. business operations earn income that is not effectively connected with a U.S. trade or business, unitholders may not apply the 20% deduction for qualified publicly traded partnership income to that portion of our income.

Although we expect that a substantial portion of the income we earn will be eligible for the 20% deduction for qualified publicly traded partnership income for taxable years beginning before December 31, 2025,income, Treasury Regulations provide that income attributable to a guaranteed payment for the use of capital is not eligible for the 20% deduction for qualified business income. As a result, income attributable to a guaranteed payment for use of capital recognized by holders of our Series B Preferred Units is not eligible for the 20% deduction for qualified business income.

Our business model integrates large-scale supply aggregation capabilities with the ownership and operation of critical midstream infrastructure systems that connect major producing regions to key demand centers and export terminals. As one of the largest crude oil midstream service providers in North America, we own an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins (including the Permian Basin) and transportation corridors and at major market hubs in the United States and Canada. Our assets and the services we provide are primarily focused on crude oil andand, to a lesser extent, NGL.

ConsistentAs withdepicted the forecast from thein EIA’s Short-Term Energy Outlook (as depicted in the chart above), we expect crude oil demand to continue to increase,increasing, driven largely by our view that hydrocarbon-based fuels are the most efficient fuels for the transportation of people and goods, and hydrocarbon-based products provide the building blocks for modern civilization such as fertilizers, plastics and cement. While the market is well supplied near-term, we believe geopolitical risk and uncertainty around OPEC’s ability to continue increasing production may present a more constructive outlook for global supply/demand compared to the current EIA forecast into 2027.

(1) “Interest expense, net” and “Other income, net” each include $87 million and $48 million for the yearyears ended December 31, 20242025 and 2024, respectively, related to interest on promissory notes by and among PAAus and certain Plains entities.

Fluctuations in our consolidated revenues and purchases and related costs are primarily associated with our merchant activities and are generally explained by changes in commodity prices and the impact of gains and losses related to derivative instruments used to manage our commodity price exposure. Because both product sales revenues and purchases and related costs are generally based off of the same pricing indices, the market price of the commodities will not necessarily have an impact on the absolute margins related to those sales and purchases.

A majority of our crude oil sales and purchases are indexed to the prompt month price of the NYMEX Light, Sweet crude oil futures contract (“NYMEX Price”) and our NGL sales are indexed to Mont Belvieu prices.. The following table presents the range of the NYMEX Price over the last two years (in dollars per barrel):

Product sales revenues (including the impact of derivative mark-to-market valuations) and purchases increaseddecreased for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 primarily due to lower commodity prices in 2025, partially offset by higher crude oil sales volumes.volumes in 2025.

Revenues from services increased for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 primarily due to higher pipeline volumes and tariff escalations, as well as the impact of acquisitions.recently completed acquisitions, partially offset by the impact from lower commodity prices in 2025 and the impact from certain Permian long-haul pipeline contract rates resetting to market in 2025.

The increase in general and administrative expenses for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 was primarily due to (i)transaction highercosts employee-relatedassociated costs,with (ii)our higherrecent acquisitions, partially offset by lower information systems costs due to ongoingthe completion of certain systems integration workconversion and (iii)integration higher office rent due to an operating cost abatement in the prior year.work.

The net loss on asset sales andsales, asset impairments and other, net for the year ended December 31, 2024 was primarily due to non-cash charges related to the write-down of certain of our long-lived U.S. terminal assets included in our NGL segment due to asset impairments and accelerated depreciation in the fourth quarter of 2024.

See Note 67 and Note 78 to our Consolidated Financial Statements for additional information regarding theseour asset sales and asset impairments.

For the yearyears ended December 31, 2025 and 2024, “Interest expense, net” and “Other income, net” each include interest expense and interest income associated with promissory notes payable and receivable by and among PAAus and certain Plains entities, which is the primary driver of the increase in interest expense compared to 2023 and is a component of the variance in other income year-over-year.entities. These amounts are excluded from our non-GAAP performance measures Adjusted EBITDA and Implied DCF. As such, the interest expense and interest income associated with these notes is presented on a net basis in the reconciliation of these metrics to Net Income. See the “—Non-GAAP Financial Measures” section below. See Note 17 to our Consolidated Financial Statements for additional information on our related party notes.

(12)Represents interest expense associated with promissory notes by and among PAAus and certain Plains entities, as described above.

The following table summarizes the components impacting Other income/(expense),income, net (in millions):

(1)Represents interest income associated with promissory notes by and among PAAus and certain Plains entities, as described above.

(2)The activity during the periods presented was primarily related to the impact from the change in the United States DollarCAD to Canadian dollarUSD exchange rate on the portion of our intercompany net investment that is not long-term in nature.

Income Tax (Expense)/Benefit from Continuing Operations

The net unfavorablefavorable income tax expense from continuing operations variance for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 was primarily due to higher income tax expense in 2024 associated with Canadian withholding tax on intercompany dividends from our Canadian entities to other Plains entitiesentity driven by timing of dividend payments, including proceeds from asset divestitures.

Adjusted EBITDA is defined as earnings from continuing operations and discontinued operations before (i) interest expense, (ii) income tax (expense)/benefit,benefit from continuing operations and discontinued operations, (iii) depreciation and amortization (including our proportionate share of depreciation and amortization, including write-downs related to cancelled projects and impairments, of unconsolidated entities), from continuing operations and discontinued operations, (iv) gains and losses on asset sales, asset impairments and other, net,net from continuing operations and discontinued operations, (v) gains on investments in unconsolidated entities, net and (vi) interest income on promissory notes by and among PAAus and certain Plains entities, and (vii) adjusted for (vii) certain selected items impacting comparability. Adjusted EBITDA attributable to PAA excludes the portion of Adjusted EBITDA that is attributable to noncontrolling interests.

Management believes that the presentation of Adjusted EBITDA, Adjusted EBITDA attributable to PAA and Implied DCF provides useful information to investors regarding our performance and results of operations because these measures, when used to supplement related GAAP financial measures, (i) provide additional information about our core operating performance and ability to fund distributions to our unitholders through cash generated by our operations, (ii) provide investors with the same financial analytical framework upon which management bases financial, operational, compensation and planning/budgeting decisions and (iii) present measures that investors, rating agencies and debt holders have indicated are useful in assessing us and our results of operations. These non-GAAP financial performance measures may exclude, for example, (i) charges for obligations that are expected to be settled with the issuance of equity instruments, (ii) gains and losses on derivative instruments that are related to underlying activities in another period (or the reversal of such adjustments from a prior period), gains and losses on derivatives that are either related to investing activities (such as the purchase of linefill) or purchases of long-term inventory, and inventory valuation adjustments, as applicable, (iii) long-term inventory costing adjustments, (iv) items that are not indicative of our core operating results and/or (v) other items that we believe should be excluded in understanding our core operating performance. These measures may further be adjusted to include amounts related to deficiencies associated with minimum volume commitments whereby we have billed the counterparties for their deficiency obligation and such amounts are recognized as deferred revenue in “Other current liabilities” in our Consolidated Financial Statements. We also adjust for amounts billed by our equity method investees related to deficiencies under minimum volume commitments. Such amounts are presented net of applicable amounts subsequently recognized into revenue. We have defined all such items as “selected items impacting comparability.” We do not necessarily consider all of our selected items impacting comparability to be non-recurring, infrequent or unusual, but we believe that an understanding of these selected items impacting comparability is material to the evaluation of our operating results and prospects.

(12)Represents “Interest expense, net” as reported on our Consolidated Statements of Operations, net of interest income associated with promissory notes by and among PAAus and certain Plains entities.

(36)For a more detailed discussion of these selected items impacting comparability, see the footnotes to the Segmentsegment Adjustedfinancial EBITDAdata Reconciliation tabletables in Note 1920 to our Consolidated Financial Statements.

(68)“Other income/(expense),income, net” on our Consolidated Statements of Operations, excluding interest income associated with promissory notes by and among PAAus and certain Plains entities, adjusted for selected items impacting comparability (“Adjusted other income/(expense),income, net”) is included in Adjusted EBITDA and excluded from Segment Adjusted EBITDA.

(911)Amount excludes certain non-cash items impacting interest expense such as amortization of debt issuance costs and terminated interest rate swaps and is net of interest income associated with promissory notes by and among PAAus and certain Plains entities.

We manage our operations through two operating segments: Crude Oil and NGL. Our Chief Operating Decision Maker (“CODM”) (our Chief Executive Officer) evaluates segment performance based on a variety of measures including Segment Adjusted EBITDA, segment volumes and maintenance capital investment.EBITDA.

We define Segment Adjusted EBITDA as revenues and equity earnings in unconsolidated entities less (a) significant segment expenses including: (i) purchases and related costs, (ii) field operating costs and (iii) segment general and administrative expenses, plus (b) our proportionate share of the depreciation and amortization expense (including write-downs related to cancelled projects and impairments) of unconsolidated entities, further adjusted (c) for certain selected items including (i) gains and losses on derivative instruments that are related to underlying activities in another period (or the reversal of such adjustments from a prior period), gains and losses on derivatives that are either related to investing activities (such as the purchase of linefill) or purchases of long-term inventory, and inventory valuation adjustments, as applicable, (ii) long-term inventory costing adjustments, (iii) charges for obligations that are expected to be settled with the issuance of equity instruments, (iv) amounts related to deficiencies associated with minimum volume commitments, net of the applicable amounts subsequently recognized into revenue and (v) other items that our CODM believes are integral to understanding our core segment operating performance and (d) to exclude the portion of all preceding items that is attributable to noncontrolling interests (“Segment amounts attributable to noncontrolling interests”). See Note 1920 to our Consolidated Financial Statements for a reconciliation of Segment Adjusted EBITDA to Income from Continuing Operations, Net incomeof attributable to PAA.Tax.

Our Crude Oil segment generates revenue through a combination of tariffs, pipeline capacity agreements and other transportation fees, month-to-month and multi-year storage and terminalling agreements and the sale of gathered and bulk-purchased crude oil. Tariffs and other fees on our pipeline systems are typically based on volumes transported and vary by receipt point and delivery point. Fees for our terminalling and storage services are based on capacity leases and throughput volumes. Generally, results from our merchant activities are impacted by (i) increases or decreases in our lease gathering crude oil purchases volumes and (ii) volatility in commodity price differentials, particularly grade and location differentials, as well as time spreads. The segment results also include the direct fixed and variable field costs of operating the crude oil assets, as well as an allocation of indirect operating and general and administrative costs.

Crude Oil Segment Adjusted EBITDA increased for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 primarily due to higher tariff volumes on our pipelines, tariff escalations and contributions from acquisitions,acquisitions and the benefit of tariff escalations, partially offset by fewer market-based opportunities.opportunities and the impact from certain contract rates resetting to market.

The following is a more detailed discussion of the significant factors impacting Segment Adjusted EBITDA for the yearperiods ended December 31, 2024 compared to the year ended December 31, 2023.indicated.

Net Revenues and Equity Earnings. Our results wereincreased favorablyfor impactedthe byyear ended December 31, 2025 compared to the year ended December 31, 2024. Favorable results from (i) volume growth across our pipeline systems largely driven by increased production in the Permian Basin region, as(ii) well as increased movementscontributions from recently completed acquisitions in the RockyPermian MountainBasin regionand toSouth Cushing,Texas Oklahoma,regions, including our Cactus III pipeline acquisition, and (iiiii) the benefit of tariff escalations were partially offset by (iv) fewer market-based opportunities, (v) lower commodity prices, which resulted in lower revenues from pipeline loss allowance in the 2025 periods, and (iiivi) contributionsthe impact from acquisitions,certain includingPermian increaseslong-haul contract rates resetting to market in ownership of certain pipeline systems.2025.

Field Operating Costs. ForThe decrease in field operating costs for the year ended December 31, 20242025 compared to the year ended December 31, 2023,2024 wewas recognizedprimarily higherdue expensesto associatedthe with (i) an increaserecognition in 2024 of costs associated with settlements related to the Line 901 incident that occurred in May 2015 (which impact field operating costs, but are excluded from Segment Adjusted EBITDA, and thus are reflected as a component ofin “Other segment items” in the table above),. This was partially offset by higher expenses in the 2025 period resulting from (i) acquisitions, (ii) anhigher increasevolumes in estimated costs for long-term environmental remediation obligations,and (iii) property taxes due to the impact of favorable adjustments in 2023 and (iv) incremental operating costs and employee-related costs associated with acquisitions, partially offset by (v) unrealized mark-to-market gains on power hedges (which impact our field operating costs but are excluded from Segment Adjusted EBITDA and thus are reflected as a component of “Other segment items” in the table above) and (vi) decreased costs resulting from lower third-party trucked volumes.taxes.

Our business model integrates large-scale supply aggregation capabilities with the ownership and operation of critical midstream infrastructure systems that connect major producing regions to key demand centers and export terminals. As one of the largest crude oil midstream service providers in North America, we own an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil producing basins (including the Permian Basin) and transportation corridors and at major market hubs in the United States and Canada. Our assets and the services we provide are primarily focused on crude oil and, to a lesser extent, NGL.oil.

Pending Sale of Canadian NGL Business

On JuneMay 17,12, 2025,2026, we enteredcompleted intothe sale of our Canadian NGL Business, pursuant to a definitive SPA with Keyera, pursuant to which Keyera agreedentered to acquire all of the issued and outstanding shares of Plains Midstream Canada ULC, our wholly-owned subsidiary that owns substantially all of the Canadian NGL Business. This transaction supports our strategic objective to focusinto on ourJune core17, midstream crude oil operations and to reduce exposure to commodity price fluctuations and seasonality. We will divest the Canadian NGL Business as part of the sale, which includes substantially all of our NGL assets; the NGL assets that we will retain are located in the United States. This transaction is expected to close in May 2026.2025. We determined that in conjunction with entering into the SPA, the operations of the Canadian NGL Business meetmet the criteria for classification as held for sale and for discontinued operations reporting, as the sale will representrepresented a strategic shift that will havehad a major effect on our operations and financial results. We have applied these changes retrospectively to all periods presented. See Note 1 and Note 2 to our Condensed Consolidated Financial Statements for additional information.

We recognized net income attributable to PAA of $152$1.983 millionbillion for the threesix months ended MarchJune 31,30, 2026 compared to net income attributable to PAA of $443$653 million for the first threesix months of 2025. See the “—Results of Operations” section below for discussion of significant drivers of our results from continuing operations.

(1)“Interest expense, net” and “Other income, net” each include $23$18 million and $41 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $20$23 million and $43 million for the three and six months ended MarchJune 31,30, 20252025, respectively, related to interest on promissory notes by and among us and certain Plains entities.

(2)See Note 2 to our Condensed Consolidated Financial Statements for a reconciliation of the line items comprising income/(loss) from discontinued operations, net of tax.

Product sales revenues (including the impact of derivative mark-to-market valuations) and purchases increased for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 primarily due to higher crude oil sales volumes and commodity prices in the 2026 period.

Services revenues for the three and six months ended MarchJune 31,30, 2026 increased compared to the same periodperiods in 2025 primarily due to the impact of recently completed acquisitions, including our acquisition of the Cactus III pipeline in the fourth quarter of 2025, partially offset by the impact from certain Permian long-haul pipeline contract rates resetting to market during 2025.

The decreaseincrease in general and administrative expenses for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 was primarily due to the acceleration of certain expenses during the second quarter of 2026 resulting from exit costs associated with the Canadian NGL Business. This increase was partially offset by the impact of (i) the recognition in the 2025 period of acquisition-related transaction costs and (ii) lower information systems costs in the 2026 periodperiods primarily due to the completion of certain systems conversion and integration work.work in the second quarter of 2025. The exit costs associated with the Canadian NGL Business are excluded from our Non-GAAP, adjusted results. See “Non-GAAP Financial Measures” below for additional information.

The increase in depreciation and amortization for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 was largely driven by recently completed acquisitions.

GainsLosses on Asset SalesSales, Asset Impairments and Other, Net

In connectionanticipation withof the pendingclosing of the sale of the Canadian NGL Business, which was completed on May 12, 2026, we entered into a deal-contingent forward currency instrument to hedge the currency exchange risk associated with the sale in CAD. The 2026periods periodpresented waswere impacted by the mark-to-market of this instrument. See Note 8 to our Condensed Consolidated Financial Statements for additional information regarding this instrument and our derivatives and hedging activities. See Note 12 to our Condensed Consolidated Financial Statements for additional information regarding the pending sale of the Canadian NGL Business.

For the three and six months ended MarchJune 31,30, 2026 and 2025, “Interest expense, net” and “Other income, net” each include interest expense and interest income associated with promissory notes payable and receivable by and among us and certain Plains entities. These amounts are excluded from our non-GAAP performance measures Adjusted EBITDA and Implied DCF. As such, the interest expense and interest income associated with these notes are presented on a net basis in the reconciliation of these metrics to Net Income. See the “—Non-GAAP Financial Measures” section below.

(1)The increase in interest expense for the three-monththree and six-month 2026 periodperiods compared to the same periodperiods in 2025 was primarily driven by higher weighted-average debt outstanding in the 2026 period from (i) the issuance of an aggregate of $3.0 billion of senior notes during 2025 and (ii) higher commercial paper and term loan borrowings in the 2026 period, primarily related to the funding of the Cactus III acquisition in November 2025, partially offset by (iii) the repayment of $1.0 billion of senior notes in October 2025.periods. See Note 6 to our Condensed Consolidated Financial Statements for additional information regarding our outstanding debt.

Discontinued Operations. ManagementFrom believesJune that17, 2025, the presentationdate we entered into the SPA with Keyera to sell the Canadian NGL Business, through the closing of the divestiture on May 12, 2026, management reviewed such business as a component of our overall company performance and ability to fund distributions to our unitholders in the near term. As such, certain Non-GAAP financial performance measures, such as Adjusted EBITDA, Adjusted EBITDA attributable to PAA, Implied DCF, and certain Non-GAAP financial liquidity measures, such as Adjusted Free Cash Flow and Adjusted Free Cash Flow (Excluding Changes in Assets & Liabilities), are presented on a consolidated basis (e.g., the aggregate of continuing operations and discontinued operations) providesto moreprovide relevant and useful information regarding our historical performance and results of operations than presenting such metrics only on a continuing operations or discontinued operations basis. In addition, as the potential sale of the Canadian NGL Business is not anticipatedand to close until May 2026, management continues to view the Canadian NGL Business as a component of our overall company performance and ability to fund distributions to our unitholdersassist in thereconciling nearresults term.presented in historical periods.

(5)Depreciation and amortization on the long-lived assets of the Canadian NGL Business disposal group ceased upon meeting the criteria to be classified as assets held for sale. Management believes that the presentation of Adjusted EBITDA and Implied DCF on a consolidated basis (e.g., the aggregate of continuing operations and discontinued operations) provides more relevant and useful information regarding our performance and results of operations than presenting such metrics only on a continuing operations or discontinued operations basis. We therefore include an adjustment for the impact of amortization of the rail fleet associated with the Canadian NGL Business in our calculation of Adjusted EBITDA. See Note 12 to our Condensed Consolidated Financial Statements for additional information regarding the pending sale of the Canadian NGL Business. Also see the “—Non-GAAP Financial Measures” section above.

(15)ForIncludes thecurrent threeincome monthstax endedexpense Marchfrom 31,continuing 2026,operations amountand excludesdiscontinued approximatelyoperations, $216adjusted million offor current income tax expense associated with certain planning and restructuring activities within our organizational structure in connection with the pending Canadian NGL Business divestiture that had income tax consequences that required recognition during the first quarterand second quarters of 2026. See Note 12 to our Condensed Consolidated Financial Statements for additional information.information regarding the Canadian NGL Business divestiture.

Crude Oil Segment Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 increased versus comparable results for the three and six months ended MarchJune 31,30, 2025. The benefit to the 2026 period results from (i) contributions from recently completed acquisitions andacquisitions, (ii) volume growth across our pipeline systems and (iii) market opportunities and optimization initiatives was partially offset by (iii) the impact from certain Permian long-haul contract rates resetting to market in 2025.

The following is a more detailed discussion of the significant factors impacting Segment Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 compared to the same periods in 2025.

Net Revenues and Equity Earnings. Our results were favorably impacted by (i) contributions from recently completed acquisitions in the Permian Basin and South Texas regions, including our Cactus III acquisition completed in the fourth quarter of 2025, and (ii) volume growth across our pipeline systems largely driven by increased production in the Permian Basin region.region and (iii) market opportunities and optimization initiatives. These favorable impacts were partially offset by (iiiiv) the impact from certain Permian long-haul contract rates resetting to market in 2025, including rates on certain of our equity method investments.

Field Operating Costs. Field operating costs were relatively flatincreased for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025. The impact to the 2026 periodperiods fromwere primarily impacted by recently completed acquisitions, with recurring period-over-period cost increases being driven by (i) lowerhigher volumes, (ii) higher property taxes and (iii) higher environmental remediation expensecosts, andall partially offset by (iiiv) lower employee-related costs and fuel expenses associated with the divestiture of certain trucking operations was mostly offset by (iii) incremental operating costs associated with recently completed acquisitions.operations.

NGL Segment Adjusted EBITDA loss for the periodperiods presented was largely driven by costs that are part of the overhead of our NGL activities and are included in continuing operations as they are not related to contracts or arrangements that will be included in the sale of the Canadian NGL Business. These costs include information technology, insurance and other shared services costs.

Our primary sources of liquidity are (i) cash flow from operating activities and (ii) borrowings under our credit facilitiesfacility or commercial paper program. In addition, we may supplement these primary sources of liquidity with proceeds from asset sales, and in the past have utilized funds received from sales of equity and debt securities. Our primary cash requirements include, but are not limited to, (i) ordinary course of business uses, such as the payment of amounts related to the purchase of crude oil, NGLoil and other products, payment of other expenses and interest payments on outstanding debt, (ii) investment and maintenance capital activities, (iii) acquisitions of assets or businesses, (iv) repayment of principal on our long-term debt and (v) distributions to our unitholders and noncontrolling interests. In addition, we may use cash for repurchases of common equity. We generally expect to fund our short-term cash requirements through cash flow generated from operating activities and/or borrowings under our credit facilitiesfacility or commercial paper program. In addition, we generally expect to fund our long-term needs, such as those resulting from investment capital activities, acquisitions or refinancing our long-term debt, through a variety of sources, which may include any or a combination of the sources listed above.

As of MarchJune 31,30, 2026, although we had a working capital deficitsurplus of $380$678 million,million we hadand approximately $1.8$3.7 billion of liquidity available to meet our ongoing operating, investing and financing needs, subject to continued covenant compliance, as noted below (in millions):

(1)Represents availability prior to giving effect to borrowings outstanding under our commercial paper program, which reduce available capacity under our credit facilities.facility.

(2)Available capacity under our senior unsecured revolving credit facility and senior secured hedged inventory facility was reduced by outstanding letters of credit issued under thesethe facilitiesfacility of less$29 than $1 million and $6 million, respectively.million.

Usage of our credit facilities,facility, and, in turn, our commercial paper program, is subject to ongoing compliance with covenants. The credit agreementsagreement for our revolving credit facilitiesfacility (which impactimpacts our ability to access our commercial paper program because theyit provideprovides the financial backstop that supports our short-term credit ratings), the term loan and the indentures governing our senior notes contain cross-default provisions. A default under our credit agreements, term loanagreement or indentures would permit the lenders to accelerate the maturity of the outstanding debt. As long as we are in compliance with the provisions in our credit agreements and term loan agreement, our ability to make distributions of available cash is not restricted. We were in compliance with the covenants contained in our credit agreements, term loanagreement and indentures as of MarchJune 31,30, 2026.

We believe that we have, and will continue to have, the ability to access our commercial paper program and credit facilities,facility, which we use to meet our short-term cash needs. We believe that our financial position remains strong and we have sufficient liquid assets, cash flow from operating activities and borrowing capacity under our credit agreements to meet our financial commitments, debt service obligations, contingencies and anticipated capital expenditures. We are, however, subject to business and operational risks that could adversely affect our cash flow, including extended disruptions in the financial markets and/or energy price volatility resulting from current macroeconomic and geopolitical conditions, including actions by the Organization of Petroleum Exporting Countries (OPEC). A prolonged material decrease in our cash flows would likely produce an adverse effect on our borrowing capacity and cost of borrowing. Our borrowing capacity and borrowing costs are also impacted by our credit rating. See Item 1A. “Risk Factors” included in our 2025 Annual Report on Form 10-K for further discussion regarding risks that may impact our liquidity and capital resources.

Management uses the non-GAAP financial liquidity measures Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes. Adjusted Free Cash Flow is defined as Net cash provided by operating activities, less Net cash provided by/(used in) investing activities, which primarily includes acquisition, investment and maintenance capital expenditures, investments in unconsolidated entities and related party notes and the impact from the purchase and sale of linefill, net of proceeds from the sales of assets and further impacted by distributions to and contributions from noncontrolling interests and proceeds from the issuance of related party notes. Adjusted Free Cash Flow is further reduced by cash distributions paid to our preferred and common unitholders to arrive at Adjusted Free Cash Flow after Distributions. Also see “— Results of Operations—Non-GAAP Financial Measures” above for more information about our non-GAAP measures.

The following table sets forth the reconciliation of the non-GAAP financial liquidity measures Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions from Net Cash Provided by Operating Activities and includes results from continuing operations and discontinued operations for all periods presented (in millions):

(1)Certain Plains entities have issued promissory notes by and among such entities to facilitate financing. “Proceeds from the issuance of related party notes” has an equal and offsetting cash outflow associated with our investment in related party notes, which is included as a component of “Net cash provided by/(used in) investing activities.” See Note 9 to our Condensed Consolidated Financial Statements for additional information on our related party notes.

(4)Excess Adjusted Free Cash Flow after Distributions is retained to establish reserves for future distributions, capital expenditures, debt reduction and other partnership purposes. Adjusted Free Cash Flow after Distributions shortages, if any, may be funded from previously established reserves, cash on hand or from borrowings under our credit facilitiesfacility or commercial paper program.

For a comprehensive discussion of the primary drivers of cash flow from operating activities, including the impact of varying market conditions and the timing of settlement of our derivatives, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cash Flow from Operating Activities” included in our 2025 Annual Report on Form 10-K.

Net cash provided by operating activities from continuing operations for the first threesix months of 2026 and 2025 was $400$1.214 millionbillion and $429$1.032 million,billion, respectively, and primarily resulted from earnings from our operations. In addition, both periods were also impacted by changes in net operating working capital items, while the 2026 period was impacted by higher margin requirements related to our hedging activities.

(2)Includes results from continuing operations and discontinued operations for all periods presented. Capital expenditures related to discontinued operations were $3$10 million and $11$20 million for investment and maintenance capital for the threesix months ended MarchJune 31,30, 2026, respectively. Capital expenditures for investment and maintenance capital related to discontinued operations were $41$68 million and $8$28 million for the threesix months ended MarchJune 31,30, 2025, respectively. There was no investment capital or acquisition capital related to discontinued operations for any period presented.

Projected 2026 Capital Expenditures. Total investment capital for the year ending December 31, 2026 is currently projected to be approximately $440$535 million ($350$425 million net to our interest), which includes approximately $15$10 million related to discontinued operations.operations of the Canadian NGL Business prior to the completion of the divestiture in May 2026. Approximately half of our projected investment capital expenditures are expected to be invested in the Permian JV assets. Additionally, maintenance capital for 2026 is currently projected to be approximately $205$195 million ($185$175 million net to our interest), which includes approximately $30$20 million related to discontinued operations.operations of the Canadian NGL Business prior to the completion of the divestiture in May 2026. Note that potential variation to current capital cost estimates may result from (i) changes to project design, (ii) final cost of materials and labor,labor and (iii) timing of incurrence of costs due to uncontrollable factors such as receipt of permits or regulatory approvals and weather and (iv) timely closing of the Canadian NGL Business divestiture.weather.

Pending Sale of Canadian NGL Business

On June 17, 2025, we entered into a definitive SPA with Keyera, pursuant to which Keyera agreed to acquire all of the issued and outstanding shares of PMC ULC, our wholly-owned subsidiary that owns substantially all ofowned the Canadian NGL Business. ThisThe transaction isclosed on May 12, 2026, and, pursuant to the SPA, we received cash consideration of approximately CAD$5.328 billion (approximately $3.883 billion, or approximately $3.483 billion, net of cash divested), including estimated working capital and other adjustments, subject to certain post-closing adjustments as defined in the SPA that are expected to close in Maythe third quarter of 2026. We expectused to receivethe net proceeds from the sale of approximately $3.3 billion, after taxes and expenses. Any proceeds from the pending sale of the Canadian NGL Business will be used to reduce leverage, includingwhich included the repayment of outstanding borrowings under our commercial paper program and term loan.loan, as well as the repayment of $750 million, 4.50% senior notes that were due December 2026. See Note 12 to our Condensed Consolidated Financial Statements for additional information regarding the pending sale of the Canadian NGL Business.

We are continuously engaged in the evaluation of potential transactions that support our current business strategy. In the past, such transactions have included the acquisition of assets that complement our existing footprint, the sale of non-core assets, the sale of partial interests in assets to strategic joint venture partners, and large investment capital projects. With respect to a potential acquisition or divestiture, we may conduct an auction process or participate in an auction process conducted by a third-party or we may negotiate a transaction with one or a limited number of potential sellers (in the case of an acquisition) or buyers (in the case of a divestiture). Such transactions could have a material effect on our financial condition and results of operations.

During the threesix months ended MarchJune 31,30, 2026 and 2025,2026, we had net borrowingsrepayments under our credit facilities and commercial paper program of $116$970 million and $71 million, respectively.million. The net borrowingsrepayments resulted primarily from cash flow from operating activities and proceeds from the sale of the Canadian NGL Business, which offset borrowings during the period related to funding needs for capital investments, inventory purchases and other general partnership purposes.

There were no repurchases under the Common Equity Repurchase Program (the “Program”) during the threesix months ended MarchJune 31,30, 20262026. orWe 2025.repurchased approximately 0.5 million common units under the Program through open market purchases that settled during the six months ended June 30, 2025 for a total purchase price of $8 million, including commissions and fees. The repurchased common units were canceled immediately upon acquisition, as were the PAGP Class C shares held by us associated with the repurchased common units. At MarchJune 31,30, 2026, the remaining available capacity under the Program was $190 million. See Note 12 to our Consolidated Financial Statements included in Part IV of our 2025 Annual Report on Form 10-K for additional information regarding the Program.

We periodically access the capital markets for both equity and debt financing. We have filed with the SEC a shelf registration statement that, subject to effectiveness at the time of use, allows us to issue up to a specified amount of debt or equity securities (“Traditional Shelf”), under which we had approximately $1.1 billion of unsold securities available at MarchJune 31,30, 2026. We also have access to a universal shelf registration statement (“WKSI Shelf”), which provides us with the ability to offer and sell an unlimited amount of debt and equity securities, subject to market conditions and our capital needs. We did not conduct any offerings under our Traditional Shelf or WKSI Shelf during the threesix months ended MarchJune 31,30, 2026.

Series A preferred unitholders. On MayAugust 15,14, 2026, we will pay a quarterly cash distribution of approximately $0.615 per unit to Series A preferred unitholders of record at the close of business on MayJuly 1,31, 2026 for the period from JanuaryApril 1, 2026 through MarchJune 31,30, 2026.

Series B preferred unitholders. On MayAugust 15,17, 2026, we will pay a quarterly cash distribution of approximately $19.84$20.50 per unit to Series B preferred unitholders of record at the close of business on MayAugust 1,3, 2026 for the period from FebruaryMay 15, 2026 through MayAugust 14, 2026.

Common Unitholders. On MayAugust 15,14, 2026, we will pay a quarterly cash distribution of $0.4175 per common unit ($1.67 per unit on an annualized basis) to common unitholders of record at the close of business on MayJuly 1,31, 2026 for the period from JanuaryApril 1, 2026 through MarchJune 31,30, 2026.

See Note 7 to our Condensed Consolidated Financial Statements for details of distributions paid during or pertaining to the first threesix months of 2026.

Distributions to noncontrolling interests represent amounts paid on interests in consolidated entities that are not owned by us. As of MarchJune 31,30, 2026, noncontrolling interests in our subsidiaries consisted of (i) a 35% interest in the Permian JV, (ii) a 30% interest in Cactus II and (iii) a 33% interest in Red River. See Note 7 to our Condensed Consolidated Financial Statements for details of distributions paid to noncontrolling interests during the threesix months ended MarchJune 31,30, 2026.

The following table includes our best estimate of the amount and timing of these payments as of MarchJune 31,30, 2026 (in millions):