PAA EVP Richard McGee Receives Award, Sells Shares for Taxes

What Happened
Richard K. McGee, EVP, General Counsel & Secretary of Plains All American Pipeline LP (PAA), received a grant of 88,500 phantom units (award) on 2026-08-13. The filing also reports exercise/conversion of derivative interests (109,165 units) on 2026-08-14 and a tax-withholding disposition of 42,957 common units at $23.45 each on 2026-08-14, generating $1,007,342. Transaction codes reported: A = award/grant, M = exercise/conversion of derivative, F = payment of tax liability (withholding).

Key Details

• Transaction dates: Grant on 2026-08-13; exercise/conversion and tax-withholding sale on 2026-08-14. Form filed 2026-08-17 (timely).
• Reported amounts: 88,500 phantom units granted; 109,165 units exercised/converted (reported at $0.00); 42,957 units disposed to satisfy tax liability at $23.45 each = $1,007,342.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes: These are phantom units under the Long-Term Incentive Plan (DERs included). One common unit is deliverable upon vesting of each phantom unit. Vesting and payout terms:
  • Tranche 1: 44,250 phantom units vest on Aug 2029 with DERs paid/accumulated per footnote schedule.
  • Tranche 2: 22,125 units (target) vest based on three‑year relative TSR vs. peers (0–200% payout, 100% at median).
  • Tranche 3: 22,125 units (target) vest based on cumulative distributable cash flow per unit over three years (0–200% payout, 100% at $9.10).
  • DERs (distribution equivalent rights) accrue and are paid per the filing (details in footnotes).
• Filing timeliness: Form 4 filed on 2026-08-17; reported transaction dates were 8/13–8/14, so the Form 4 was filed within the required time frame.

Context

• These entries reflect derivative-based compensation (phantom units) rather than an open-market purchase. Phantom units convert to common units upon vesting; DERs represent cash equivalent distributions.
• The F-coded disposition (42,957 units) is a tax-withholding event to satisfy tax obligations associated with the derivative/award — a routine administrative sale rather than a directional market trade.
• No 10% owner issues; this is an executive compensation and withholding transaction.