Plains All American Pipeline Enters Material Agreement

TL;DR

PAA just signed a big deal, could mean new debt or obligations.

AI Summary

On November 10, 2025, Plains All American Pipeline, L.P. entered into a material definitive agreement related to a direct financial obligation. The filing also notes other events and includes financial statements and exhibits. The company is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Plains All American Pipeline, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce financial risks and operational changes that warrant careful consideration.

Key Players & Entities

• Plains All American Pipeline, L.P. (company) — Registrant
• November 10, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Principal executive address

FAQ

Key Financial Figures

• $750 million — the public offering (the "Offering") of $750 million aggregate principal amount of the Issue
• $300 million — Issuers' debt securities, consisting of $300 million aggregate principal amount of 4.700% Se
• $450 million — r Notes due 2031 (the "2031 Notes") and $450 million aggregate principal amount of 5.600% Se
• $700 million — 5.600% Senior Notes due 2036, of which $700 million and $550 million aggregate principal am
• $550 million — tes due 2036, of which $700 million and $550 million aggregate principal amount, respectivel
• $1 billion — Notes issued in the Offering, there are $1 billion aggregate principal amount of the 2031
• $150.0 million — e) in the aggregate principal amount of $150.0 million or more; certain events of bankruptcy

Filing Documents

• tm2531286d1_8k.htm (8-K) — 46KB
• tm2531286d1_ex1-1.htm (EX-1.1) — 266KB
• tm2531286d1_ex5-1.htm (EX-5.1) — 17KB
• tm2531286d1_ex5-1img001.jpg (GRAPHIC) — 6KB
• tm2531286d1_ex5-1img002.jpg (GRAPHIC) — 2KB
• 0001104659-25-112281.txt ( ) — 569KB
• paa-20251110.xsd (EX-101.SCH) — 3KB
• paa-20251110_lab.xml (EX-101.LAB) — 33KB
• paa-20251110_pre.xml (EX-101.PRE) — 22KB
• tm2531286d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On November 14, 2025, Plains All American Pipeline, L.P. ("PAA") and PAA Finance Corp. (together with PAA, the "Issuers") completed the public offering (the "Offering") of $750 million aggregate principal amount of the Issuers' debt securities, consisting of $300 million aggregate principal amount of 4.700% Senior Notes due 2031 (the "2031 Notes") and $450 million aggregate principal amount of 5.600% Senior Notes due 2036 (the "2036 Notes," and, together with the 2031 Notes, the "Notes"). The 2031 Notes and the 2036 Notes were offered as additional issuances of the Issuers' 4.700% Senior Notes due 2031 and 5.600% Senior Notes due 2036, of which $700 million and $550 million aggregate principal amount, respectively, were issued on September 8, 2025. The 2031 Notes and 2036 Notes form a single series with the initial notes of their respective series, have identical terms as the initial notes of their respective series, and have the same CUSIP number as and trade interchangeably with the initial notes of their respective series. Immediately following the issuance of the 2031 Notes issued in the Offering, there are $1 billion aggregate principal amount of the 2031 Notes outstanding. Immediately following the issuance of the 2036 Notes issued in the Offering, there are $1 billion aggregate principal amount of the 2036 Notes outstanding. The terms of the Notes are governed by the indenture (the "Base Indenture," and as amended and supplemented by the Supplemental Indentures (defined below), the "Indenture") dated as of September 25, 2002 by and among the Issuers and U.S. Bank Trust Company, National Association (as successor trustee), as trustee (the "Trustee"), as supplemented by the Thirty-Fifth Supplemental Indenture dated as of September 8, 2025 by and among the Issuers and the Trustee (the "35th Supplemental Indenture") relating to the issuance of the 2031 Notes and the Thirty-Sixth Supplemental Indenture date

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 is incorporated by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events. On November 10, 2025, the Issuers entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., CIBC World Markets Corp., RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the Offering. The Notes were offered and sold under the Issuers' shelf registration statement on Form S-3 (Registration No. 333-281967) filed with the U.S. Securities and Exchange Commission on September 6, 2024 (the "Registration Statement"), and are described in the prospectus supplement. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1

Underwriting

Underwriting Agreement dated November 10, 2025 by and among Plains All American Pipeline, L.P., PAA Finance Corp. and Citigroup Global Markets Inc., CIBC World Markets Corp., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein. 4.1 Thirty-Fifth Supplemental Indenture, dated September 8, 2025, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of PAA's Current Report on Form 8-K filed on September 8, 2025). 4.2 Form of 4.700% Senior Notes due 2031 (included as Exhibit A in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 of PAA's Current Report on Form 8-K filed on September 8, 2025). 4.3 Thirty-Sixth Supplemental Indenture, dated September 8, 2025, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 of PAA's Current Report on Form 8-K filed on September 8, 2025). 4.4 Form of 5.600% Senior Notes due 2036 (included as Exhibit A in Exhibit 4.3) (incorporated by reference to Exhibit 4.4 of PAA's Current Report on Form 8-K filed on September 8, 2025). 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 14, 2025 PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its general partner By: Plains AAP, L.P., its sole member By: Plains All American GP LLC, its general partner By: /s/ Richard McGee Name: Richard McGee Title: Executive Vice President, General Counsel & Secretary 4

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View this 8-K filing on SEC EDGAR