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PLAINS GP HOLDINGS LP

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

PAGP$25.78-2.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001581990-26-000017

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001581990-26-000025

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 186 previous paragraphs and 188 current paragraphs.

134 unchanged; 46 reworded; 8 added; 6 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

In June 2026, PAA entered into a new credit agreement to facilitate the renewal and extension of its credit facilities. The PAA $1.35 billion senior secured hedged inventory facility with maturity date of August 2027 and the PAA $1.35 billion senior unsecured revolving credit facility with maturity date of August 2029 were replaced with a $2.7 billion senior unsecured revolving credit facility with an initial maturity in June 2031. The new credit agreement provides for one or more one-year extensions and have accordion features which, subject to receipt of incremental lender approval and other terms and conditions, permit PAA to increase borrowing capacity to $4.0 billion. The covenants and events of default under the new credit agreement remain substantially unchanged from the previous agreements. See Note 6 to our Condensed Consolidated Financial Statements for additional information.

Current report

During the six months ended June 30, 2026, we had net repayments under the PAA credit facilities and commercial paper program of $970 million. The net repayments 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.

Current report

On May 14, 2026, in connection with the closing of the Canadian NGL Business divestiture, PAA terminated the senior unsecured term loan agreement and repaid the outstanding borrowings of $1.1 billion. We used a portion of the proceeds from the sale of the Canadian NGL Business to fund the repayment. See Note 2 and Note 6 to our Condensed Consolidated Financial Statements for additional information regarding the Canadian NGL Business divestiture and the term loan agreement, respectively.

Current report

On June 25, 2026, PAA redeemed its $750 million, 4.50% senior notes that were due December 2026. We repaid these senior notes with proceeds from the sale of the Canadian NGL Business.
Removed paragraphs (6)

Previous report

**Indicates that variance as a percentage is not meaningful.

Previous report

**Indicates that variance as a percentage is not meaningful.

Previous report

The increase in maintenance capital spending for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to higher costs resulting from timing of certain pipeline integrity activities.

Previous report

•risks related to the Canadian NGL Business divestiture (as defined herein), including the risk that the Canadian NGL Business divestiture is not consummated on the terms expected or on the anticipated schedule, or at all, and the effect of the announcement or pendency of the Canadian NGL Business divestiture on our business relationships, operating results, employees, stakeholders and business generally;
Reworded paragraphs (46)

Previous wording

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.

Current wording

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.

Previous wording

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 Plains Midstream Canada ULC, our wholly-owned subsidiary that owns substantially all of the Canadian NGL Business. This transaction supports our strategic objective to focus on our core 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. We determined that in conjunction with entering into the SPA, the operations of the Canadian NGL Business meet the criteria for classification as held for sale and for discontinued operations reporting, as the sale will represent a strategic shift that will have 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.

Current wording

On May 12, 2026, we completed the sale of our Canadian NGL Business, pursuant to a definitive SPA with Keyera entered into on June 17, 2025. We determined that in conjunction with entering into the SPA, the operations of the Canadian NGL Business met the criteria for classification as held for sale and for discontinued operations reporting, as the sale represented a strategic shift that had a major effect on our operations and financial results. See Note 1 and Note 2 to our Condensed Consolidated Financial Statements for additional information.

Previous wording

We recognized net income of $222 million for the three months ended March 31, 2026 compared to net income of $492 million for the first three months of 2025. See the “—Results of Operations” section below for discussion of significant drivers of our results from continuing operations.

Current wording

We recognized net income of $2.037 billion for the six months ended June 30, 2026 compared to net income of $775 million for the first six months of 2025. See the “—Results of Operations” section below for discussion of significant drivers of our results from continuing operations.

Previous wording

(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.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Services revenues for the three months ended March 31, 2026 increased compared to the same period 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.

Current wording

Services revenues for the three and six months ended June 30, 2026 increased compared to the same periods in 2025 primarily due to the impact of 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.

Previous wording

The decrease in general and administrative expenses for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to (i) the recognition in the 2025 period of acquisition-related transaction costs and (ii) lower information systems costs in the 2026 period primarily due to the completion of certain systems conversion and integration work.

Current wording

The increase in general and administrative expenses for the three and six months ended June 30, 2026 compared to the same periods 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 periods primarily due to the completion of certain systems conversion and integration 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.

Previous wording

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

Current wording

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

Previous wording

In connection with the pending sale of the Canadian NGL Business, we entered into a deal-contingent forward currency instrument to hedge the currency exchange risk associated with the sale in CAD. The 2026 period was 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 1 to our Condensed Consolidated Financial Statements for additional information regarding the pending sale of the Canadian NGL Business.

Current wording

In anticipation of the closing 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 periods presented were 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 2 to our Condensed Consolidated Financial Statements for additional information regarding the sale of the Canadian NGL Business.

Previous wording

(1)The increase in interest expense for the three-month 2026 period compared to the same period 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. See Note 6 to our Condensed Consolidated Financial Statements for additional information regarding outstanding debt.

Current wording

(1)The increase in interest expense for the three and six-month 2026 periods compared to the same periods in 2025 was primarily driven by higher weighted-average debt outstanding in the 2026 periods. See Note 6 to our Condensed Consolidated Financial Statements for additional information regarding outstanding debt.

Previous wording

The net favorable income tax variance for the three months ended March 31, 2026 compared to the same period 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 expense was impacted by our continued progression of certain planning and restructuring activities within our organizational structure in connection with the pending Canadian NGL Business divestiture. Certain of these activities had income tax consequences that required recognition during the first quarter of 2026, including (i) current income tax expense of $216 million as a result of basis recapture and capital gains taxed at the applicable rates and (ii) an approximately offsetting deferred tax benefit primarily resulting from the transfer of the crude oil assets from PMC ULC to PCLP. See Note 1 to our Condensed Consolidated Financial Statements for additional information.

Current wording

The net unfavorable income tax variance from continuing operations for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to tax impacts from certain planning and restructuring activities within our organizational structure in connection with the Canadian NGL Business divestiture. For the three months ended June 30, 2026, these included current income tax expense of approximately $95 million primarily related to withholding taxes on distributions. For the six months ended June 30, 2026, these included (i) current income tax expense of $311 million as a result of basis recapture and capital gains taxed at the applicable rates and withholding taxes on distributions and (ii) a partially offsetting $217 million deferred tax benefit primarily resulting from the transfer of the crude oil assets from PMC ULC to PCLP. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding the Canadian NGL Business divestiture.

Previous wording

Discontinued Operations. Management believes that the presentation of certain Non-GAAP financial performance measures, such as Adjusted EBITDA and Adjusted EBITDA attributable to PAA, 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. In addition, as the potential sale of the Canadian NGL Business is not anticipated 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 unitholders in the near term.

Current wording

Discontinued Operations. From June 17, 2025, the date 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) to provide relevant and useful information regarding our historical performance and results of operations and to assist in reconciling results presented in historical periods.

Previous wording

(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 1 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.

Current wording

(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 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 2 to our Condensed Consolidated Financial Statements for additional information regarding the sale of the Canadian NGL Business. Also see the “—Non-GAAP Financial Measures” section above.

Previous wording

(9)“Other income/(expense), 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.

Current wording

(9)“Other 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.

Previous wording

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

Current wording

Crude Oil Segment Adjusted EBITDA for the three and six months ended June 30, 2026 increased versus comparable results for the three and six months ended June 30, 2025. The benefit to the 2026 period results from (i) contributions from recently completed acquisitions, (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.

Previous wording

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

Current wording

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

Previous wording

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. These favorable impacts were partially offset by (iii) the impact from certain Permian long-haul contract rates resetting to market in 2025, including on certain of our equity method investments.

Current wording

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

Previous wording

Field Operating Costs. Field operating costs were relatively flat for the three months ended March 31, 2026 compared to the same period in 2025. The impact to the 2026 period from (i) lower environmental remediation expense and (ii) 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.

Current wording

Field Operating Costs. Field operating costs increased for the three and six months ended June 30, 2026 compared to the same periods in 2025. The 2026 periods were primarily impacted by recently completed acquisitions, with recurring period-over-period cost increases being driven by (i) higher volumes, (ii) higher property taxes and (iii) higher environmental remediation costs, all partially offset by (iv) lower employee-related costs associated with the divestiture of certain trucking operations.

Previous wording

NGL Segment Adjusted EBITDA loss for the period 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.

Current wording

NGL Segment Adjusted EBITDA for the periods 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 included in the sale of the Canadian NGL Business. These costs include information technology, insurance and other shared services costs.

Previous wording

Our primary sources of liquidity are (i) cash flow from operating activities and (ii) borrowings under PAA’s credit facilities 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, NGL 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 facilities 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.

Current wording

Our primary sources of liquidity are (i) cash flow from operating activities and (ii) borrowings under PAA’s credit facility 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 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 facility 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.

Previous wording

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

Current wording

As of June 30, 2026, we had a working capital surplus of $679 million and approximately $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):

Previous wording

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

Current wording

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

Previous wording

(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 these facilities of less than $1 million and $6 million, respectively.

Current wording

(2)Available capacity under the PAA credit facility was reduced by outstanding letters of credit issued under the facility of $29 million.

Previous wording

Usage of PAA’s credit facilities, and, in turn, its commercial paper program, is subject to ongoing compliance with covenants. The credit agreements for PAA’s revolving credit facilities (which impact PAA’s ability to access its commercial paper program because they provide 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 loan 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 loan and indentures as of March 31, 2026.

Current wording

Usage of PAA’s credit facility, and, in turn, its commercial paper program, is subject to ongoing compliance with covenants. The credit agreement for PAA’s revolving credit facility (which impact PAA’s ability to access its commercial paper program because it provides the financial backstop that supports its short-term credit ratings) and the indentures governing its senior notes contain cross-default provisions. A default under PAA’s credit agreement 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 agreement, its ability to make distributions of available cash is not restricted. PAA was in compliance with the covenants contained in its credit agreement and indentures as of June 30, 2026.

Previous wording

We believe that we have, and will continue to have, the ability to access the PAA commercial paper program and credit facilities, 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.

Current wording

We believe that we have, and will continue to have, the ability to access the PAA commercial paper program and credit 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.

Previous wording

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. “Liquidity and Capital Resources—Cash Flow from Operating Activities” included in our 2025 Annual Report on Form 10-K.

Current wording

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.

Previous wording

Net cash provided by operating activities from continuing operations for the first three months of 2026 and 2025 was $418 million and $638 million, 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.

Current wording

Net cash provided by operating activities from continuing operations for the first six months of 2026 and 2025 was $1.211 billion and $1.029 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.

Previous wording

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

Current wording

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

Previous wording

Projected 2026 Capital Expenditures. Total investment capital for the year ending December 31, 2026 is currently projected to be approximately $440 million ($350 million net to our interest), which includes approximately $15 million related to discontinued operations. 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 million ($185 million net to our interest), which includes approximately $30 million related to discontinued operations. Note that potential variation to current capital cost estimates may result from (i) changes to project design, (ii) final cost of materials and labor, (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.

Current wording

Projected 2026 Capital Expenditures. Total investment capital for the year ending December 31, 2026 is currently projected to be approximately $535 million ($425 million net to our interest), which includes approximately $10 million related to discontinued 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 $195 million ($175 million net to our interest), which includes approximately $20 million related to discontinued 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 and (iii) timing of incurrence of costs due to uncontrollable factors such as receipt of permits or regulatory approvals and weather.

Previous wording

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 of the Canadian NGL Business. This transaction is expected to close in May 2026. We expect to receive 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, including outstanding borrowings under PAA’s commercial paper program and term loan. See Note 1 to our Condensed Consolidated Financial Statements for additional information regarding the pending sale of the Canadian NGL Business.

Current wording

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 owned the Canadian NGL Business. The transaction closed 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 in the third quarter of 2026. We used the net proceeds to reduce leverage, which included the repayment of outstanding borrowings under PAA’s commercial paper program and term loan, as well as the repayment of its $750 million, 4.50% senior notes that were due December 2026. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding the sale of the Canadian NGL Business.

Previous wording

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.

Current wording

We are continuously engaged in the evaluation of potential transactions that support our 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.

Previous wording

During the three months ended March 31, 2026 and 2025, we had net borrowings under the PAA credit facilities and commercial paper program of $116 million and $71 million, respectively. The net borrowings resulted primarily from funding needs for capital investments, inventory purchases and other general partnership purposes.

Current wording

During the six months ended June 30, 2025, we had net borrowings under the PAA commercial paper program of $69 million. The net borrowings resulted primarily from funding needs for capital investments, inventory purchases and other general partnership purposes.

Previous wording

There were no repurchases under the Common Equity Repurchase Program (the “Program”) during the three months ended March 31, 2026 or 2025. At March 31, 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.

Current wording

There were no repurchases under the Common Equity Repurchase Program (the “Program”) during the six months ended June 30, 2026. PAA 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 June 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.

Previous wording

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 March 31, 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 three months ended March 31, 2026.

Current wording

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 June 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 six months ended June 30, 2026.

Previous wording

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 March 31, 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 three months ended March 31, 2026.

Current wording

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 June 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 six months ended June 30, 2026.

Previous wording

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

Current wording

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

Previous wording

Distributions to PAA’s Series B preferred unitholders. On May 15, 2026, PAA will pay a quarterly cash distribution of approximately $19.84 per unit to its Series B preferred unitholders of record at the close of business on May 1, 2026 for the period from February 15, 2026 through May 14, 2026.

Current wording

Distributions to PAA’s Series B preferred unitholders. On August 17, 2026, PAA will pay a quarterly cash distribution of approximately $20.50 per unit to its Series B preferred unitholders of record at the close of business on August 3, 2026 for the period from May 15, 2026 through August 14, 2026.

Previous wording

See Note 7 to our Condensed Consolidated Financial Statements for details of distributions paid during or pertaining to the first three months ended March 31, 2026, including distributions to PAA’s preferred unitholders.

Current wording

See Note 7 to our Condensed Consolidated Financial Statements for details of distributions paid during or pertaining to the first six months of 2026, including distributions to PAA’s preferred unitholders.

Previous wording

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. 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 March 31, 2026 and December 31, 2025, we had outstanding letters of credit of approximately $118 million and $95 million, respectively.

Current wording

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. 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 June 30, 2026 and December 31, 2025, we had outstanding letters of credit of approximately $63 million and $95 million, respectively.

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