PLAINS GP HOLDINGS LP
For the period ended Mar 31, 2026. Filed May 8, 2026.
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Mar 31, 2026 · Filed May 8, 2026
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4. Net Income Per Class A Share
Note 4—Net Income Per Class A Share
Basic net income per Class A share is determined by dividing net income attributable to PAGP from continuing operations and net income attributable to PAGP from discontinued operations by the weighted average number of Class A shares outstanding during the period. Our Class B and Class C shares do not share in the earnings of the Partnership; accordingly, basic and diluted net income per Class B and Class C share has not been presented.
Diluted net income per Class A share is determined by dividing net income attributable to PAGP from continuing operations and net income attributable to PAGP from discontinued operations by the diluted weighted average number of Class A shares outstanding during the period. For purposes of calculating diluted net income per Class A share, both the net income attributable to PAGP and the diluted weighted average number of Class A shares outstanding consider the impact of possible future exchanges of AAP units and the associated Class B shares into our Class A shares. In addition, the calculation of the diluted weighted average number of Class A shares outstanding considers the effect of potentially dilutive awards under the Plains GP Holdings, L.P. Long-Term Incentive Plan (the “PAGP LTIP”).
Exchanges of potentially dilutive AAP units are assumed to have occurred at the beginning of the period and the incremental income attributable to PAGP resulting from the assumed exchanges is representative of the incremental income that would have been attributable to PAGP if the assumed exchanges occurred on that date. See Note 12 to our Consolidated Financial Statements included in Part IV of our 2025 Annual Report on Form 10-K for information regarding exchanges of AAP units. PAGP LTIP awards that are deemed to be dilutive are reduced by a hypothetical share repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by the FASB. See Note 18 to our Consolidated Financial Statements included in Part IV of our 2025 Annual Report on Form 10-K for information regarding PAGP LTIP awards.
On a weighted-average basis, the possible exchange of 35 million AAP units did not result in dilution for net income or loss per Class A share from continuing or discontinued operations for the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2026, our PAGP LTIP awards were dilutive for continuing operations only. For the three months ended March 31, 2025, our PAGP LTIP awards were dilutive for both continuing and discontinued operations. Accordingly, the effect of the LTIP awards is included in the computation of diluted weighted-average Class A shares outstanding for the applicable periods and operations.
The following table sets forth the computation of basic and diluted net income per Class A share (in millions, except per share data):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Basic and Diluted Net Income/(Loss) per Class A Share | ||
| Net income attributable to PAGP from continuing operations | $48 | $46 |
| Net income attributable to PAGP from discontinued operations | $(28) | $38 |
| Basic and diluted weighted average Class A shares outstanding | 198 | 198 |
| Basic and Diluted Net Income/(Loss) per Class A Share: | ||
| Continuing operations | $0.24 | $0.23 |
| Discontinued operations | (0.14) | 0.19 |
| Basic and diluted net income per Class A share | $0.10 | $0.42 |
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