PLAINS GP HOLDINGS LP

Note 4—Net Income/(Loss) Per Class A Share

Basic net income/(loss) per Class A share is determined by dividing net income/(loss) from continuing and discontinued operations available to Class A shareholders by the weighted average number of Class A shares outstanding during the period. Net income/(loss) available to Class A shareholders from continuing operations reflects net income attributable to PAGP, adjusted for the impact of the repurchase of preferred units by a subsidiary, as applicable. 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/(loss) per Class A share is determined by dividing net income/(loss) from continuing and discontinued operations available to Class A shareholders, as determined for purposes of basic income/(loss) per Class A share, adjusted for the effects of potentially dilutive securities, by the diluted weighted average number of Class A shares outstanding during the period. For purposes of calculating diluted net income/(loss) per Class A share, both the net income/(loss) available to Class A shareholders 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/(loss) per Class A share from continuing operations for all periods presented or from discontinued operations for the three and nine months ended September 30, 2026. The possible exchange was dilutive for net income per Class A share from discontinued operations for the three and nine months ended September 30, 2025. Accordingly, the effect of the possible exchange of AAP units was included in the computation of diluted net income per Class A share from discontinued operations for the three and nine months ended September 30, 2025 and excluded from the calculation for all other periods. For the three and nine months ended September 30, 2026, our PAGP LTIP awards were dilutive for discontinued operations only. For the three and nine months ended September 30, 2025, our PAGP LTIP awards were dilutive for continued and discontinued operations; however, this did not change the presentation of diluted weighted average Class A shares outstanding or diluted net income/(loss) per Class A share. Accordingly, the effect of the LTIP awards were only included in the computation of diluted weighted-average Class A shares outstanding for those periods when the awards were dilutive.

The following table sets forth the computation of basic and diluted net income/(loss) per Class A share (in millions, except per share data):

(1)Represents the impact on income available to PAGP Class A shareholders resulting from PAA’s repurchase of all of its remaining outstanding 58.4 million PAA Series A preferred units on September 14, 2026. See Note 7 for additional information regarding this repurchase.

(2)Net income from discontinued operations available to Class A shareholders is “Net income attributable to PAGP from discontinued operations” as presented on our Condensed Consolidated Statements of Operations.