Plains (PAA) EVP Chris Chandler Exercises Derivatives, Sells 252K Shares

What Happened Chris R. Chandler, EVP & COO of Plains All American Pipeline LP (PAA), exercised/conversioned a total of 640,691 derivative units (500,000 + 140,691) on 2026-08-14 and simultaneously had 252,112 common units disposed (withheld) to satisfy tax withholding obligations at $23.45 per share for proceeds of $5,912,026. In addition, Chandler was granted 113,600 phantom units (a derivative award) on 2026-08-13 under the company's long-term incentive plan.

Key Details

• Primary actions: M = exercise/conversion of derivatives (640,691 units total); F = payment of tax liability via disposition of 252,112 shares. A = grant of 113,600 phantom units on 2026-08-13.
• Withholding sale: 252,112 shares at $23.45 = $5,912,026 (reported 2026-08-14).
• Grant terms (113,600 phantom units): granted under Long-Term Incentive Plan; 1 phantom unit = 1 common unit upon vesting; includes distribution-equivalent rights (DERs) paid in cash per F1–F5.
• Vesting summary (tranches): Tranche 1 = 56,800 units vesting Aug 2029 assuming continued service; Tranche 2 = 28,400 units performance-based (TSR vs. peers) with 0–200% payout; Tranche 3 = 28,400 units performance-based on cumulative DCF per unit (0–200% payout), subject to leverage-based reduction rules.
• DER payments: Tranche 1 DERs accrue first year and are paid quarterly starting Nov 2027 until vest/terminate; Tranche 2/3 DERs accrue and are paid in lump sum on Aug 2029 for units that vest.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability; A = award/grant.
• Filing: Form filed 2026-08-17 reporting transactions on 2026-08-13/14 (filing timeliness not noted in excerpt).

Context This was effectively a cashless exercise/conversion of derivative awards with shares withheld to cover tax obligations — a routine compensation-related transaction rather than an open-market sale for investment reasons. The newly granted 113,600 phantom units are performance- and service‑based awards with multi-year vesting and cash distribution-equivalent rights; they convert to common units only upon vesting per the plan terms.