Plains GP Holdings Files 8-K for Material Agreement

TL;DR

PGP filed an 8-K for a big new deal. Details TBD.

AI Summary

Plains GP Holdings, L.P. filed an 8-K on August 30, 2025, reporting a material definitive agreement. The filing, submitted on September 2, 2025, also includes Regulation FD disclosures and financial statements/exhibits. Specific details of the material definitive agreement are not provided in this excerpt.

Why It Matters

This filing indicates a significant new contract or deal for Plains GP Holdings, L.P., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial or operational risks and rewards, but the specifics are not yet disclosed.

Key Players & Entities

• PLAINS GP HOLDINGS LP (company) — Registrant
• August 30, 2025 (date) — Date of earliest event reported
• September 2, 2025 (date) — Filing date
• 333 Clay Street, Suite 1600, Houston, Texas 77002 (address) — Principal executive offices

FAQ

Key Financial Figures

• $1.57 billion — he base purchase price of approximately $1.57 billion is subject to adjustments and includes
• $600 million — adjustments and includes approximately $600 million of debt. Buyer has also agreed to a pot
• $193 million — ential earnout payment of approximately $193 million should an expansion of the Pipeline to

Filing Documents

• tm2524782d1_8k.htm (8-K) — 30KB
• tm2524782d1_ex99-1.htm (EX-99.1) — 13KB
• tm2524782d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm2524782d1_ex99-1img002.jpg (GRAPHIC) — 32KB
• 0001104659-25-086021.txt ( ) — 260KB
• pagp-20250830.xsd (EX-101.SCH) — 3KB
• pagp-20250830_lab.xml (EX-101.LAB) — 33KB
• pagp-20250830_pre.xml (EX-101.PRE) — 22KB
• tm2524782d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On August 30, 2025, a wholly-owned subsidiary (the "Buyer") of Plains All American Pipeline, L.P. ("PAA"), a wholly-owned subsidiary of Plains GP Holdings, L.P. ("PAGP" or the "Registrant"), entered into a definitive Purchase and Sale Agreement (the "PSA") with subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the "Sellers"), pursuant to which Buyer will purchase from Sellers an aggregate 55% non-operated interest in EPIC Crude Holdings, LP ("EPIC Crude Holdings"), the entity that owns and operates the EPIC Crude Oil Pipeline (the "Pipeline"). The base purchase price of approximately $1.57 billion is subject to adjustments and includes approximately $600 million of debt. Buyer has also agreed to a potential earnout payment of approximately $193 million should an expansion of the Pipeline to a capacity of at least 900,000 barrels per day be formally sanctioned before the end of 2027. PAA will guaranty certain of the Buyer's obligations under the PSA. The EPIC Pipeline provides long-haul crude oil takeaway from the Permian and Eagle Ford basins to the Gulf Coast market at Corpus Christi. EPIC Crude Holdings' assets include approximately 800 miles of long-haul pipelines (including the EPIC Pipeline), operating capacity of over 600,000 barrels per day with low-cost expansion capabilities, approximately 7 million barrels of operational storage, and over 200,000 barrels per day of export capacity. The remaining 45% interest in EPIC Crude Holdings is owned by a portfolio company of Ares Management Corporation, which also serves as operator. The transaction is expected to close in the first quarter of 2026, subject to satisfaction or waiver of customary closing conditions, including applicable regulatory approvals. The PSA contains customary representations, warranties, covenants and termination provisions, as well as mutual indemnification provisions for breaches of certain of the re

01

Item 7.01 Regulation FD Disclosure. In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. On September 2, 2025, PAA and PAGP issued a press release announcing the execution of the Purchase and Sale Agreement described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 hereto.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release Dated September 2, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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: September 2, 2025 PLAINS GP HOLDINGS, L.P. By: PAA GP LLC, its general partner By: PAA GP Holdings LLC, its general partner By: /s/ Richard McGee Name: Richard McGee Title: E xecutive Vice President, General Counsel & Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR