PLAINS GP HOLDINGS LP

Note 2—Canadian NGL Business Divestiture and Discontinued Operations

On June 17, 2025, we entered into a definitive Share Purchase Agreement (as amended to date, the “SPA”) with Keyera Corp. (“Keyera”), an Alberta corporation, pursuant to which Keyera agreed to acquire all of the issued and outstanding shares of Plains Midstream Canada ULC (“PMC ULC”), our wholly-owned subsidiary that owned our NGL business in Canada (the “Canadian NGL Business”). The transaction closed on May 12, 2026, and, pursuant to the SPA, we have received cash consideration of approximately CAD$5.390 billion (approximately $3.927 billion), including working capital and other certain post-closing adjustments as defined in the SPA. As part of the sale, we divested the Canadian NGL Business, which included substantially all of our NGL assets; the NGL assets that we retained are located in the United States. The divestiture aligns with management’s strategy to focus on its crude oil operations. Prior to its classification as held for sale and presentation as discontinued operations, the Canadian NGL Business was part of our previous NGL reportable segment.

In June 2025, we entered into a forward currency instrument to hedge currency exchange risk associated with proceeds from the sale of our Canadian NGL Business. See Note 8 for additional information.

In connection with the closing of the Canadian NGL Business divestiture, we and Keyera entered into certain agreements, including:

•a tax matters agreement that governs our and Keyera’s tax rights and obligations after closing. At the closing of the divestiture, we recognized a liability of approximately $60 million related to our obligation to indemnify Keyera against any exposure to certain tax assessments by the Canadian tax authorities against PMC ULC. During the third quarter of 2026, we submitted a payment of approximately $12 million to Keyera. As of September 30, 2026, we have recognized a liability of approximately $48 million, which is reflected within “Current liabilities of discontinued operations” on our Condensed Consolidated Balance Sheet; and

•an agreement for certain hedging arrangements and payments relating to the differential between the price of natural gas and the extracted NGL commodities (“Frac Spread”) for atwelve-month period commencing the first month after the closing date. As a result of this arrangement, we will guarantee a minimum Frac Spread margin on certain volumes. This agreement was settled and terminated for $15 million in July 2026.

Additionally, we completed certain planning and restructuring activities within our organizational structure in connection with the Canadian NGL Business divestiture. In the first quarter of 2026, PMC ULC contributed its crude oil assets to a newly formed, wholly-owned subsidiary, PCLP. While this transaction was among entities under common control and recorded at a carry-over basis under GAAP, the applicable Canadian tax law recognizes the transaction at fair value, resulting in a new tax basis to PCLP as of the date of the contribution by PMC ULC. These activities created current tax expense of approximately $311 million as a result of basis recapture and capital gains taxed at the applicable rates and withholding taxes on distributions. This also created a partially offsetting $217 million deferred tax benefit primarily resulting from the new tax basis in the assets received by PCLP for the nine months ended September 30, 2026. Since the transaction relates to our crude oil business, the tax impacts are presented in “Current income tax (expense)/benefit from continuing operations” and “Deferred income tax (expense)/benefit from continuing operations,” respectively, on our Condensed Consolidated Statements of Operations. Further, we recorded current income tax expense from discontinued operations of $82 million during the nine months ended September 30, 2026. As of September 30, 2026, a related liability of $77 million was included in “Current liabilities of discontinued operations” on our Condensed Consolidated Balance Sheet. Management also determined, based on analysis provided by external tax advisors, that there were no liabilities for uncertain tax positions resulting from the restructuring activities.

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. 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. The Canadian NGL Business disposal group was recorded at its historical carrying value, as the fair value of the disposal group, less estimated costs to sell, was greater than the carrying value of the Canadian NGL Business disposal group. Upon the completion of the divestiture on May 12, 2026, we derecognized all assets and liabilities of the Canadian NGL Business. We recognized a gain on sale of approximately $40 million and $1,645 million for the three and nine months ended September 30, 2026, respectively, which is reflected within income from discontinued operations. The gain recognized during the three months ended September 30, 2026 was primarily related to a post-closing adjustment during the period.

Additionally, we accelerated certain general and administrative expenses of approximately $33 million for the nine months ended September 30, 2026, associated with exit activities related to the Canadian NGL Business divestiture in May 2026, which is reflected within income from continuing operations.

The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations (in millions):

(1)Amounts are net of accumulated depreciation of $876 million as of December 31, 2025.

The following table provides a reconciliation of the line items comprising income from discontinued operations before tax to income from discontinued operations, net of tax (in millions):