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

The source of our earnings and cash flow currently consists exclusively of cash distributions from AAP, which currently consist exclusively of cash distributions from PAA. The amount of cash that PAA will be able to distribute to its partners, including AAP, each quarter principally depends upon the amount of cash it generates from its business. For a description of certain factors that can cause fluctuations in the amount of cash that PAA generates from its business, please read “—Risks Related to PAA’s BusinessBusiness,”, “—Risks Related to Laws and Regulations Impacting PAA’s BusinessBusiness,”, “—Risks Inherent in an Investment in PAA” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” PAA may not have sufficient available cash each quarter to continue paying distributions at its current level or at all. If PAA reduces its per unit distribution, either because of reduced operating cash flow, higher expenses, capital requirements or otherwise, we will have less cash available for distribution and would likely be required to reduce our per share distribution. The amount of cash PAA has available for distribution depends primarily upon PAA’s cash flow, including cash flow from the release of financial reserves as well as borrowings, and is not solely a function of profitability, which will be affected by non-cash items. As a result, PAA may make cash distributions during periods when it records losses and may not make cash distributions during periods when it records profits.

If PAA’s unitholders remove PAA GP as PAA”sPAA’s general partner, AAP may be required to sell or exchange its indirect general partner interest and we may lose our ability to manage and control PAA.

The continuous and uninterrupted operation of the information and operations technology systems and infrastructure PAA uses (collectively, its “IT systems”), which include a broad array of third party and cloud-based software, technologies, tools,tools and security products, is critical to the operation of its business and essential to its ability to perform day-to-day operations. If PAA is unable to implement, use and maintain effective IT systems, it could have a material adverse effect on its business.

PAA currently participates in a number of projects with various counterparties, and may continue to pursue new capital projects in the future. TheesThese projects can involve the expansion, modification, divestiture or combination of existing assets or the construction of new midstream energy infrastructure assets and involve numerous regulatory, environmental, commercial, economic, weather-related, political and legal uncertainties that are beyond its control, including the following:

While PAA maintains insurance coverage at levels that it believes to be reasonable and prudent, PAA can provide no assurance that its current levels of insurance will be sufficient to cover any losses that it has 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 PAA’s 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 PAA has experienced several incidents in the past, premiums and deductibles for certain insurance policies have increased substantially. Accordingly, PAA can give no assurance that it will be able to maintain adequate insurance in the future at rates or on other terms PAA considers commercially reasonable. In addition, although PAA believes that it currently maintains adequate insurance coverage, insurance will not cover many types of interruptions or losses that might occur and will not cover all risks associated with its 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 PAA’s 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.

Many of the commodities and materials PAA uses in its business are imported and exported. PAA exports crude oil and NGL from Canada into U.S. markets. To the extent these products become subject to import tariffs in the U.S., it could expose PAA to costs that it cannot recover from its customers.Existingcustomers. Existing and future trade tariffs, import duties and quotas could also materially increase PAA’s costs of procuring the commodities and materials it uses and disrupt the markets for the products it handles, which in turn could have a material adverse effect on its financial position, results of operations and cash flows.

As of December 31, 2024,2025, the face value of PAA’s 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, PAA had over $2.6$2.0 billion of liquidity available, including cash and cash equivalents and available borrowing capacity under its senior unsecured revolving credit facility and its senior secured hedged inventory facility, subject to continued covenant compliance. Lower Adjusted EBITDA could increase PAA’s leverage ratios and effectively reduce its ability to incur additional indebtedness.

PAA’s 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 PAA’s 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 its assets or enter into a merger or consolidation. PAA’s credit facilities treat a change of control as an event of default and also requires PAA to maintain a certain debt coverage ratio. PAA’s senior notes do not restrict distributions to unitholders, but a default under its 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 PAA’s 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 PAA’s results of operations, cash flows and financial position due to, among other things:

PAA does not own all of the land on which its pipelines and facilities have been constructed, and therefore is potentially subject to more onerous terms and/or increased costs to retain necessary land use if PAA does not have valid rights-of-way or if such rights-of-way lapse or terminate. In some instances, PAA obtains the rights to construct and operate its pipelines on land owned by third parties and governmental agencies for a specific period of time. Following a decision issued in May 2017 by the Tenth Circuit Court of AppealsAppeals, tribal ownership of even a very small fractional interest in tribal land owned or at one time owned by an individual Native American landowner,landowner bars condemnation of any interest in the allotment. Consequently, the inability to condemn such allotted lands under circumstances where existing pipeline rights-of-way may soon lapse or terminate serves as an additional potential impediment for pipeline operations. Additionally, parts of PAA’s operations cross land that has historically been apportioned to various Native American/First Nations tribes, who may exercise significant jurisdiction and sovereignty over their lands. For more information, see our regulatory disclosure entitled “Indigenous Protections.” PAA cannot guarantee that it will always be able to renew existing rights-of-way or obtain new rights-of-way on favorable terms without experiencing significant delays and costs. Any loss of rights with respect to real property, through PAA’s inability to renew right-of-way contracts or otherwise, could have a material adverse effect on its business, results of operations, and financial position.

PAA’s operations involving the storage, treatment, processing, and transportation of liquid hydrocarbons, including crude oil, NGL and natural gas, are subject to stringent federal, state, and local laws and regulations governing the discharge of materials into the environment. PAA’s operations are also subject to laws and regulations relating to protection of the environment, natural resources, operational safety, climate change and related matters. Compliance with these laws and regulations may increase its overall cost of doing business, including its capital costs to construct, maintain and upgrade equipment and facilities. Also, new or additional laws and regulations, new interpretations of existing requirements or changes in PAA’s operations could trigger new permitting requirements applicable to its operations, which could result in increased costs or delays of, or denial of rights to conduct, PAA’s development programs. The failure to comply with any such laws and regulations could result in the assessment of administrative, civil, and criminal penalties, the imposition of investigatory or remedial obligations or the incurrence of capital expenditures, the costs of which may be substantial. Any such failure could also result in the imposition of restrictions, delays or cancellations in the permitting or performance of projects, or the issuance of injunctions that may subject PAA to additional operational requirements and constraints, or claims of damages to property or persons. The laws and regulations applicable to PAA’s operations are subject to change and interpretation by the relevant governmental agency, including the possibility that exemptions it currently qualifies for may be modified or changed in ways that require PAA to incur significant additional compliance costs. PAA’s business and operations may also become subject to new or additional laws or regulations. For example, certain U.SU.S. presidential administrations have pursued regulatory agendas focused on the emission of GHGs or other pollutants that could curtail oil and natural gas production and transportation. Potential examples include laws, rules, executive orders or regulations that limit fracturing of oil and natural gas wells, restrictions on flaring and venting during natural gas production on federal properties, limitations or bans on oil and gas leases on federal lands and offshore waters, increased requirements for construction and permitting of pipeline infrastructure and LNG export facilities, and further restrictions on GHG emissions from oil and gas facilities. Any new laws, executive orders or regulations, or changes to or interpretations of existing laws or regulations, adverse to PAA could have a material adverse effect on its financial position, results of operations and cash flows.

PAA has a history of making incremental additions toincreasing the miles of pipelines it owns, both through acquisitions and investment capital projects. PAA has also increased its terminal and storage capacity and operates several facilities on or near navigable waters and domestic water supplies. Although PAA has implemented programs intended to maintain the integrity of its assets (discussed below), as it increases the capacity of its existing assets or acquires additional assets it is at risk for an increase in the number and/or volume of releases of liquid hydrocarbons into the environment. These releases expose PAA 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.

The adoption and implementation of any international, federal, regional or state legislation, executive actions, regulations or other regulatory and policy initiatives that impose more stringent standards for GHG emissions, restrict the areas in which the oil and gas industry may produce crude oil and natural gas or generate GHG emissions, increase scrutiny of environmental permitting or delay such permitting reviews, or require enhanced disclosure of such GHG emission and other climate-related information, or promote and subsidize lower GHG emitting, alternative energy products, could result in reduced demand for crude oil and natural gas, and thus PAA’s services, as well as increase its compliance costs. Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions and climate change could impact PAA’s business, any such future laws and regulations could have a material adverse effect on its business, demand for our services, financial condition, results of operations and cash flows.

If the IRS makes audit adjustments to PAA’s income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from PAA. To the extent possible, under these rules, PAA’s general partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS or, if PAA is eligible, issue a revised information statement to each unitholder and former unitholder with respect to an audited and adjusted return. Although PAA’s general partner may elect to have PAA’s unitholders and former unitholders take such audit adjustmentadjustments into account and pay any resulting taxes (including applicable penalties or interest) in accordance with their interests in PAA during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances. As a result, PAA’s current unitholders, including us through AAP, may bear some or all of the tax liability resulting from such audit adjustment, even if such unitholders did not own units in PAA during the tax year under audit. If, as a result of any such audit adjustment, PAA or AAP is required to make payments of taxes, penalties and interest, then the amount of distributions we receive from AAP could be substantially reduced, which would adversely affect our ability to pay distributions to our shareholders.

PAA’s 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, PAA owns 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. PAA’s assets and the services it provides 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.

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.

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

(21)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,divestitures. This favorable variance is partially offset by the impact of lowerhigher earnings at PAA on income tax attributable to PAGP.

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 from continuing operations and discontinued operations and (v) gains on investments in unconsolidated entities, net, and (vi) adjusted for (vi) certain selected items impacting comparability. Adjusted EBITDA attributable to PAA excludes the portion of Adjusted EBITDA that is attributable to noncontrolling interests in consolidated joint venture entities.

Management believes that the presentation of such additional financial measures 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, (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)RepresentsSee “InterestNote expense,3 net” as reported onto our Consolidated Financial Statements offor Operations.additional information.

(46)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.

(78)“Other income/(expense),income, net” on our Consolidated Statements of Operations, adjusted for selected items impacting comparability (“Adjusted other income/(expense),income, net”) is included in Adjusted EBITDA and excluded from Segment Adjusted EBITDA.

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 in consolidated joint venture entities (“Segment amounts attributable to noncontrolling interests in consolidated joint ventures”). See Note 1920 to our Consolidated Financial Statements for a reconciliation of Segment Adjusted EBITDA to Income from Continuing Operations, Net incomeof attributable to PAGP.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.

Maintenance capital consists of capital expenditures for the replacement and/or refurbishment of partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets. The increasedecrease in maintenance capital spending for the year ended December 31, 20242025 compared to the yearsame endedperiod Decemberin 31, 20232024 was primarily due to (i)lower ancosts increaseresulting infrom timing of certain pipeline integrity management, maintenance and repairs and replacement projects and (ii) more trucking lease buyouts.activities.

The following tablestable setsets forth our operating results from our NGL segment:

We are a publicly-traded Delaware limited partnership that has elected to be taxed as a corporation for United States federal income tax purposes. As of MarchJune 31,30, 2026, our sole cash-generating assets consisted of an approximate 85% limited partner interest in AAP. We also own a 100% managing member interest in GP LLC, which holds the non-economic general partner interest in AAP. As of MarchJune 31,30, 2026, AAP directly owned a limited partner interest in PAA through its ownership of approximately 233.0 million PAA common units (approximately 31% of PAA’s total outstanding common units and Series A preferred units combined). AAP is the sole member of PAA GP, which holds the non-economic general partner interest in PAA.

PAA’s 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, PAA owns 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. PAA’s assets and the services it provides 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 of $222$2.037 millionbillion for the threesix months ended MarchJune 31,30, 2026 compared to net income of $492$775 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)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.

(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 by PAA of an aggregate of $3.0 billion of senior notes during 2025 and (ii) higher commercial paper and term loan borrowings by PAA in the 2026 period, primarily related to the funding of the Cactus III acquisition in November 2025, partially offset by (iii) the repayment by PAA of $1.0 billion of senior notes in October 2025.periods. See Note 6 to our Condensed Consolidated Financial Statements for additional information regarding outstanding debt.

Other Income/(Expense),Income, Net

The net favorableunfavorable income tax variance from continuing operations for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 was primarily due to lower earnings, including lower PAA earnings attributable to PAGP and lower earnings within our Canadian operations as impacted by fluctuations of derivative mark-to-market valuations. In addition, tax expenseimpacts was impacted by our continued progression offrom certain planning and restructuring activities within our organizational structure in connection with the pending Canadian NGL Business divestiture. CertainFor ofthe three months ended June 30, 2026, these activitiesincluded hadcurrent income tax consequencesexpense thatof requiredapproximately recognition$95 duringmillion primarily related to withholding taxes on distributions. For the firstsix quartermonths ofended June 30, 2026, includingthese included (i) current income tax expense of $216$311 million as a result of basis recapture and capital gains taxed at the applicable rates and withholding taxes on distributions and (ii) ana approximatelypartially offsetting $217 million deferred tax benefit primarily resulting from the transfer of the crude oil assets from PMC ULC to PCLP. See Note 12 to our Condensed Consolidated Financial Statements for additional information.information regarding the Canadian NGL Business divestiture.

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. As such, certain Non-GAAP financial performance measures, such as Adjusted EBITDA and Adjusted EBITDA attributable to PAA, 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.

(9)“Other income/(expense),income, net” on our Condensed Consolidated Statements of Operations, adjusted for selected items impacting comparability (“Adjusted other income, net”) is included in Adjusted EBITDA and excluded from Segment Adjusted EBITDA.

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.

Our NGL segment operations involve NGL storage and terminalling from our NGL assets located in the United States, .States. Our NGL segment revenues are primarily derived from (i) providing storage and/or terminalling services at these facilities to third-party customers for a fee and (ii) the transport, storage and sale of specification NGL products. The segment results also include the direct fixed and variable field costs of operating our four NGL facilities, as well as an allocation of indirect operating costs and general and administrative expenses.

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 PAA’s 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 Class A shareholders 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 PAA’s 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$679 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 the PAA commercial paper program, which reduce available capacity under the credit facilities.facility.

(2)Available capacity under the PAA senior unsecured revolving credit facility and the PAA 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 PAA’s credit facilities,facility, and, in turn, its commercial paper program, is subject to ongoing compliance with covenants. The credit agreementsagreement for PAA’s revolving credit facilitiesfacility (which impact PAA’s ability to access its commercial paper program because theyit provideprovides the financial backstop that supports its short-term credit ratings), the term loan and the indentures governing its senior notes contain cross-default provisions. A default under PAA’s credit agreements, term loanagreement or indentures would permit the lenders to accelerate the maturity of the outstanding debt. As long as PAA is in compliance with the provisions in its credit agreements and the term loan agreement, its ability to make distributions of available cash is not restricted. PAA was in compliance with the covenants contained in its 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 the PAA 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 the 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 PAA’s 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.

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 $418$1.211 millionbillion and $638$1.029 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 PAA’s commercial paper program and term loan.loan, as well as the repayment of its $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 the PAA 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. orPAA 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 PAA common units were canceled immediately upon acquisition, as were the Class C shares held by PAA 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.

PAGP Registration Statements. 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 equity securities (“PAGP Traditional Shelf”). At MarchJune 31,30, 2026, we had approximately $939 million of unsold securities available. We also have access to a universal shelf registration statement (“PAGP WKSI Shelf”), which provides us with the ability to offer and sell an unlimited amount of equity securities, subject to market conditions and our capital needs. We did not conduct any offerings under the PAGP Traditional Shelf or PAGP WKSI Shelf during the threesix months ended MarchJune 31,30, 2026.

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

On MayAugust 15,14, 2026, we will pay a quarterly cash distribution of $0.4175 per Class A share ($1.67 per Class A share on an annualized basis) to shareholders 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) limited partner interests in PAA including a 69% interest in PAA’s common units and PAA’s Series A preferred units combined and 100% of PAA’s Series B preferred units, (ii) an approximate 15% limited partner interest in AAP, (iii) a 35% interest in the Permian JV, (iv) a 30% interest in Cactus II and (v) a 33% interest in Red River.

Distributions to PAA’s Series A preferred unitholders. On MayAugust 15,14, 2026, PAA will pay a quarterly cash distribution of approximately $0.615 per unit to its 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.

Distributions to PAA’s Series B preferred unitholders. On MayAugust 15,17, 2026, PAA will pay a quarterly cash distribution of approximately $19.84$20.50 per unit to its 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.

Distributions to PAA’s common unitholders. On MayAugust 15,14, 2026, PAA will pay a quarterly cash distribution of $0.4175 per common unit ($1.67 per unit on an annualized basis) to its 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 ended March 31,of 2026, including distributions to PAA’s preferred unitholders.

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

(1)Amounts are primarily based on estimated volumes and market prices based on average activity during MarchJune 2026. The actual physical volume purchased and actual settlement prices will vary from the assumptions used in the table. Uncertainties involved in these estimates include levels of production at the wellhead, weather conditions, changes in market prices and other conditions beyond our control.

Letters of Credit. In connection with our merchant activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase and transportation of crude oil and NGL.oil. Our liabilities with respect to these purchase obligations are recorded in accounts payable on our balance sheet in the month the product is purchased. Generally, these letters of credit are issued for periods of up to seventy days and are terminated upon completion of each transaction. Additionally, we issue letters of credit to support insurance programs, derivative transactions, including hedging-related margin obligations, and construction activities. At MarchJune 31,30, 2026 and December 31, 2025, we had outstanding letters of credit of approximately $118$63 million and $95 million, respectively.