PLAINS GP HOLDINGS LP

Note 6—Partners’ Capital and Distributions

Shares Outstanding

The following tables present the activity for our Class A shares, Class B shares and Class C shares:

(1)See Note 11 to our Consolidated Financial Statements included in Part IV of our 2023 Annual Report on Form 10-K for information regarding conversions of AAP Management Units, Exchange Rights and Redemption Rights.

(2)Following this conversion, no AAP Management Units remain outstanding.

Distributions

The following table details distributions to our Class A shareholders paid during or pertaining to the first nine months of 2024 (in millions, except per share data):

(1)Payable to shareholders of record at the close of business on October 31, 2024 for the period from July 1, 2024 through September 30, 2024.

Consolidated Subsidiaries

Noncontrolling Interests in Subsidiaries

As of September 30, 2024, noncontrolling interests in our subsidiaries consisted of (i) limited partner interests in PAA including a 70% 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 Plains Oryx Permian Basin LLC (the “Permian JV”), (iv) a 30% interest in Cactus II Pipeline LLC (“Cactus II”) and (v) a 33% interest in Red River Pipeline Company LLC (“Red River”).

Subsidiary Distributions

PAA Series A Preferred Unit Distributions. Distributions on PAA’s Series A preferred units accumulate and are payable quarterly within 45 days following the end of each quarter. See Note 11 to our Consolidated Financial Statements included in Part IV of our 2023 Annual Report on Form 10-K for additional information regarding PAA Series A preferred unit distributions. The following table details distributions to PAA’s Series A preferred unitholders paid during or pertaining to the first nine months of 2024 (in millions, except per unit data):

(1)Payable to unitholders of record at the close of business on October 31, 2024 for the period from July 1, 2024 through September 30, 2024. At September 30, 2024, such amount was accrued as distributions payable in “Other current liabilities” on our Condensed Consolidated Balance Sheet.

PAA Series B Preferred Unit Distributions. Distributions on PAA’s Series B preferred units accumulate and are payable quarterly in arrears on the 15th day of February, May, August and November. See Note 11 to our Consolidated Financial Statements included in Part IV of our 2023 Annual Report on Form 10-K for additional information regarding PAA Series B preferred unit distributions. The following table details distributions paid or to be paid to PAA’s Series B preferred unitholders (in millions, except per unit data):

(1)Payable to unitholders of record at the close of business on November 1, 2024 for the period from August 15, 2024 through November 14, 2024. At September 30, 2024, approximately $10 million of accrued distributions payable to PAA’s Series B preferred unitholders was included in “Other current liabilities” on our Condensed Consolidated Balance Sheet.

PAA Common Unit Distributions. The following table details distributions to PAA’s common unitholders paid during or pertaining to the first nine months of 2024 (in millions, except per unit data):

(1)Payable to unitholders of record at the close of business on October 31, 2024 for the period from July 1, 2024 through September 30, 2024.

AAP Distributions. The following table details the distributions to AAP’s partners paid during or pertaining to the first nine months of 2024 from distributions received from PAA (in millions):

(1)Payable to unitholders of record at the close of business on October 31, 2024 for the period from July 1, 2024 through September 30, 2024.

Consolidated Joint Venture Distributions. The following table details distributions paid to noncontrolling interests in consolidated joint ventures during the periods presented (in millions):