PLAINS GP HOLDINGS LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

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PLAINS GP HOLDINGS, L.P.

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April 12, 2024​

Dear Fellow Plains Investors,

We are grateful for your investment in Plains, and we are pleased to invite you to join us for our May 22, 2024 annual meeting.

2023 was a year of strong execution for Plains, in which we were able to navigate a dynamic business landscape and macroeconomic environment. We exceeded our 2023 financial targets, helping us to accelerate progress on our long-term strategy — most notably our focus on generating meaningful free cash flow, exercising capital discipline and maintaining a clear and concise capital allocation framework that prioritizes increasing returns of capital to equity holders while maintaining a strong balance sheet and financial flexibility.

Our integrated business model, flexible asset base and drive to be the partner of choice allowed us to capture increasing volumes from production growth and capitalize on both commercial and bolt-on M&A opportunities throughout the year. 2023 accomplishments include:

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Delivered $2.71 billion in Adjusted EBITDA attributable to PAA and Implied Distributable Cash Flow per Common Unit and Common Unit Equivalent of $2.46, exceeding our initial February targets of approximately $2.50 billion and $2.33, respectively;

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Generated $1.60 billion in Adjusted Free Cash Flow (excluding changes in Assets and Liabilities), returned approximately $989 million to our common and preferred equity holders via distributions, and invested approximately $524 million of investment and maintenance capital (net to our interest);

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Lowered our long-term leverage ratio target range to 3.25x – 3.75x and ended 2023 with a leverage ratio of 3.1x (we also received recognition for our efforts by the credit rating agencies with two upgrades to mid-BBB);

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Completed two asset sales and three bolt-on acquisitions, all of which further optimized our asset base and streamlined our operations, while generating attractive returns for unitholders; and

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Increased our annual distribution by $0.20 per unit (23%) in 2023 and by $0.20 per unit (19%) in February 2024, and achieved strong equity performance with a TSR of 38% in 2023.

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Plains remains constructive on the long-term fundamentals that underpin our business, with recent events serving as a reminder that all forms of energy are needed to satisfy growing global energy demand. The challenging political and macroeconomic environment demonstrates the increasing importance of North America as a key supplier of global energy. Underlying supply and demand fundamentals, together with realistic assumptions regarding the growth of various energy sources, support our belief that hydrocarbons will remain essential to ensuring global stability and quality of life, and that worldwide hydrocarbon demand will remain robust well into the future.

With our network of strategically located North American midstream assets and our focus on the long-term positioning and optimization of our business, we believe we are very well positioned to play a critical role in the delivery of energy across North America and globally. As we do so, we will remain focused on our key objectives of being a safe, reliable, and responsible operator, generating free cash flow, exercising capital discipline, increasing returns of capital to unitholders, and maintaining financial flexibility. We believe the execution of our plan will deliver strong performance and enhanced value for our investors over the long term.

We appreciate your continued investment and support and we look forward to your participation in our 2024 annual meeting in May.

Sincerely,

Willie Chiang

Chairman of the Board & CEO

333 Clay Street, Suite 1600

Houston, Texas 77002​

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 22, 2024

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To holders of Class A, Class B and Class C shares of Plains GP Holdings, L.P.:

The 2024 Annual Meeting (the “PAGP Annual Meeting”) of the Class A, Class B and Class C shareholders (collectively, our “Shareholders”) of Plains GP Holdings, L.P. will be held on May 22, 2024, at 10:30 a.m. Central Time, in the Texas Room located on the 19 th Floor of Three Allen Center, 333 Clay Street, Houston, Texas 77002. At the PAGP Annual Meeting, our Shareholders will consider and vote on the following matters:

The election of three Class III directors to serve on the board of directors (the “Board”) of PAA GP Holdings LLC until the 2027 annual meeting;

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The ratification of the appointment of PricewaterhouseCoopers LLP as our and Plains All American Pipeline, L.P.’s (“PAA”) independent registered public accounting firm for the fiscal year ending December 31, 2024;

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The approval, on a non-binding advisory basis, of our 2023 named executive officer compensation;

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A non-binding advisory vote on the frequency with which future advisory votes to approve our named executive officer compensation should be held; and

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Any proposal to transact such other business as may properly come before the PAGP Annual Meeting and any adjournment or postponement thereof.

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The Board unanimously recommends that our Shareholders vote “FOR” the election of each director listed in proposal 1, “FOR” proposals 2 and 3 and “ONE YEAR” on proposal 4. Additional information regarding these proposals is included in the attached proxy statement. See “Information About the PAA and PAGP Annual Meetings” below for more information.

Shareholders as of the close of business on March 25, 2024 (the “Record Date”) are entitled to receive notice of and to vote at the PAGP Annual Meeting and any postponements or adjournments thereof. A list of Shareholders entitled to vote is on file at our principal offices, 333 Clay Street, Suite 1600, Houston, TX 77002.

Your vote is very important. Whether or not you plan to attend the PAGP Annual Meeting, please cast your vote by following the Internet or telephone voting instructions on the proxy card. You may also vote by completing, signing and dating the accompanying proxy card and returning it promptly in the postage-prepaid envelope provided. See “Questions and Answers About the PAGP Annual Meeting — How do I vote?” in the attached proxy statement for more details. Returning the proxy card or voting on the Internet or by telephone does not deprive you of your right to attend the PAGP Annual Meeting and to vote your shares for the matters to be acted upon at the PAGP Annual Meeting.

By Order of the Board of Directors of

PAA GP Holdings LLC, general partner of

Richard McGee

Executive Vice President, General Counsel and Secretary

Houston, Texas

April 12, 2024