Plains GP Holdings (PAGP) Proxy filing summary

Executive summary

• 2025 was marked by market volatility, lower oil prices, and OPEC+ supply increases, but the company executed major transactions, including the sale of its Canadian NGL business for ~$3.75B and the acquisition of the EPIC crude system for ~$2.9B, enhancing cash flow quality and durability.

• Five bolt-on acquisitions totaling ~$800M were completed, and streamlining initiatives are expected to yield ~$100M in cost savings by end of 2027, with half realized in 2026.

• Annualized distribution increased by $0.15/unit (10%) in February 2026, with strong total unitholder returns in 2025 (14% for PAA, 13% for PAGP).

• 2026 priorities include closing the NGL sale, capturing $50M in Cactus III pipeline synergies, and realizing $100M in cost savings through 2027.

• The company remains focused on safety, reliability, cash flow generation, capital discipline, and financial flexibility.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four Class I directors to serve until 2029, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for 2026, and (3) a non-binding advisory vote on 2025 named executive officer compensation.

• The board unanimously recommends voting FOR all proposals.

• Shareholders as of March 23, 2026, are entitled to vote; voting can be done online, by phone, mail, or in person at the meeting.

Board of directors and corporate governance

• Unified governance structure with a single board responsible for both PAA and PAGP, with all directors subject to public election.

• Majority of board members (8 of 11) are independent; strong lead independent director role established.

• Board committees (Audit, Compensation, Governance, HSES) are composed entirely of independent directors.

• Board refreshment and succession planning processes are in place, with six new directors added since 2017.

• Board leadership includes a combined Chairman/CEO role with a rotating Lead Director.