Form 8-K

8-K — PLAINS ALL AMERICAN PIPELINE LP

Accession: 0001104659-26-105984

Filed: 2026-09-09

Period: 2026-09-08

CIK: 0001070423

SIC: 4610 (PIPE LINES (NO NATURAL GAS))

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2624813d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2624813d1_ex99-1.htm)

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PLAINS

ALL AMERICAN PIPELINE LP

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or

15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported) — September 8,

2026

Plains All American Pipeline,

L.P.

(Exact name of registrant as specified in its

charter)

Delaware

1-14569

76-0582150

(State

or other jurisdiction of incorporation)

(Commission

File Number)

(IRS

Employer Identification No.)

333

Clay Street, Suite 1600,

Houston, Texas

77002

(Address of principal executive offices) (Zip

Code)

713-646-4100

(Registrant’s telephone number, including

area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common

Units

PAA

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

Plains All American Pipeline, L.P. (“PAA”)

is providing an unaudited pro forma condensed statement of combined operations of PAA for the year ended December 31, 2025 (the

“pro forma statement of operations”), as described in Item 8.01 below and which is incorporated into this Item 2.02 by reference.

The pro forma statement of operations gives effect to (1) the purchase completed on October 1, 2025 of an aggregate 55% non-operated equity

interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”), the entity that owned and operated the Cactus III Pipeline (formerly

known as the EPIC Crude Oil Pipeline), and an aggregate 55% of the membership interests in EPIC Crude Holdings GP, LLC (“EPIC GP”),

the general partner of EPIC Crude Holdings (the “EPIC 55% Transaction”) and (2) the purchase effective November 1, 2025 of

the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP (the “EPIC

45% Transaction,” and, together with the EPIC 55% Transaction, the “Transactions”), as if such Transactions had been

consummated on January 1, 2025.

Item 8.01. Other Events.

Pro Forma Financials

The following pro forma financial information,

which gives effect to the Transactions as if they had been consummated on January 1, 2025, is provided in Exhibit 99.1 attached hereto:

· Unaudited Pro Forma Condensed Statement of Combined Operations for the year ended December 31, 2025 and the notes thereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Unaudited Pro Forma Condensed Statement of Combined Operations for the year ended December 31, 2025 and the notes thereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

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

Date: September 8, 2026

By:

/s/ Russ Montgomery

Name:

Russ Montgomery

Title:

Vice President, Accounting and Chief Accounting Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2624813d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

On November 6, 2025, Plains All American Pipeline,

L.P. (“PAA”, “we”, “us”, “our”, or the “Company”) filed a Current Report on

Form 8-K, as amended on a Form 8-K/A filed on January 16, 2026, to report that on October 31, 2025, pursuant to a

Purchase and Sale Agreement (the “PSA”) entered into on August 30, 2025 by and among a wholly-owned subsidiary (the “Buyer”)

of PAA, and subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the “Sellers”), the Buyer

completed the purchase from Sellers of an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”),

the entity that owned and operated the Cactus III Pipeline, formerly known as the EPIC Crude Oil Pipeline (the “Cactus III Pipeline”), and an aggregate 55% of the membership

interests in EPIC Crude Holdings GP, LLC (“EPIC GP”), the general partner of EPIC Crude Holdings (the “EPIC 55% Transaction”).

Effective November 1, 2025, in a separate

transaction from the EPIC 55% Transaction, the Buyer also completed the purchase of the remaining 45% equity interest in EPIC Crude Holdings

and the remaining 45% of the membership interests in EPIC GP from a subsidiary of Ares Management LLC (the “Ares Seller”)

pursuant to that certain definitive Equity Purchase Agreement (the “EPA”) between the Buyer and the Ares Seller (the “EPIC

45% Transaction,” and, together with the EPIC 55% Transaction, the “EPIC Transactions”).

As a result of the EPIC Transactions, PAA now indirectly

owns 100% of the equity interests in EPIC Crude Holdings and 100% of the membership interests in EPIC GP and serves as operator of record

of the Cactus III Pipeline. The EPIC Transactions are being reported in aggregate as a singular transaction (the “Transaction”)

for purposes of the unaudited pro forma condensed combined financial information below due to EPIC Crude Holdings being managed by a common

management team despite varying equity ownership.

The Transaction is accounted for as a business

combination and thus the Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information

have been prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards

Codification 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial information is based

on assumptions that we believe are reasonable under the circumstances and are intended for informational purposes only.

The following unaudited pro forma condensed combined

financial information has been prepared in accordance with Article 11 of SEC Regulation S-X and includes pro forma adjustments that

are directly attributable to the Transaction and factually supportable. Certain reclassifications have been made to the historical presentation

of EPIC Crude Holdings’ financial statements to conform to our presentation and to the presentation of the unaudited pro forma condensed

combined financial information contained herein. See Note 4 for additional information.

The unaudited pro forma condensed combined financial

information has been derived from and should be read in conjunction with the following historical financial statements and accompanying

notes of PAA and EPIC Crude Holdings:

· audited consolidated financial statements and related notes of PAA included in PAA’s Annual Report on Form 10-K for the

year ended December 31, 2025;

· unaudited consolidated financial statements of EPIC Crude Holdings, LP and Subsidiaries as of and for the nine months ended September 30,

2025, filed as Exhibit 99.2 to PAA’s Form 8-K/A dated January 16, 2026.

The unaudited pro forma condensed combined financial

information should also be read together with the accompanying notes to the unaudited pro forma condensed combined financial information.

The pro forma adjustments are based upon available information and certain assumptions, as described in the accompanying notes to the

unaudited pro forma condensed combined financial information, which PAA believes are reasonable under the circumstances.

The following unaudited pro forma condensed statement

of combined continuing operations for the year ended December 31, 2025 has been prepared as if the Transaction described above had

taken place on January 1, 2025. Because the results of the Transaction are fully reflected in the audited consolidated balance sheet

as of December 31, 2025 included in PAA’s Annual Report on Form 10-K for the year ended December 31, 2025, no pro

forma balance sheet is included herein.

The unaudited pro forma condensed combined financial

information was prepared to reflect transaction accounting adjustments that PAA believes are necessary to present a fair statement of

the combined company’s results of operations following the Transaction. They do not reflect any anticipated synergies, integration

costs, cost savings, or other potential impacts of combining the businesses. The unaudited pro forma condensed combined financial information

is presented for illustrative purposes only and is based on preliminary estimates and assumptions that are subject to change.

The unaudited pro forma condensed combined financial

information is not necessarily indicative of the results of the actual or future operations or financial condition that would have been

achieved had the Transaction occurred at the date assumed (as noted above). The actual results in the periods following the Transaction

may differ significantly from those reflected in the unaudited pro forma condensed combined financial information for a number of reasons.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

PLAINS ALL AMERICAN PIPELINE,

L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED STATEMENT OF

COMBINED CONTINUING OPERATIONS

For the Year Ended

December 31, 2025

(in millions, except per unit data)

PAA

Historical

EPIC Historical

As Adjusted

(Note 4)

Pro Forma

Adjustments

(Note 2)

PAA

Pro Forma

Combined

REVENUES

$ 44,262

$ 202

$ —

$ 44,464

COSTS AND EXPENSES

Purchases and related costs

40,433

(72 )

—

40,361

Field operating costs

1,154

—

1,217

General and administrative expenses

342

—

361

Depreciation and amortization

953

(96 )(a)

1,055

47 (b)

55 (b)

Gain on asset sales, net

(54 )

—

(54 )

Total costs and expenses

42,828

106

42,940

OPERATING INCOME

1,434

(6 )

1,524

OTHER INCOME/(EXPENSE)

Equity earnings in unconsolidated entities

382

—

382

Gain on investments in unconsolidated entities, net

—

Interest expense

(554 )

(73 )

(94 )(c)

(721 )

Other income, net

108

—

108

INCOME FROM CONTINUING OPERATIONS BEFORE TAX

1,401

(100 )

1,324

Current income tax expense from continuing operations

(1 )

—

(1 )

Deferred income tax expense from continuing operations

(14 )

—

(14 )

INCOME FROM CONTINUING OPERATIONS, NET OF TAX

1,386

(100 )

1,309

Net income attributable to noncontrolling interests from continuing operations

(334 )

—

(334 )

NET INCOME ATTRIBUTABLE TO PAA FROM CONTINUING OPERATIONS

$ 1,052

$ 23

$ (100 )

$ 975

NET INCOME PER COMMON UNIT:

Net income allocated to common unitholders - Basic and Diluted

Net income allocated to common unitholders from continuing operations - Basic and Diluted

$ 786

$ 709

Basic and diluted weighted average common units outstanding

704

Basic and diluted net income per common unit from continuing operations

$ 1.12

$ 1.01

The accompanying notes are an integral part of

this Unaudited Pro Forma Condensed Combined Financial Information.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial

information was prepared in accordance with Article 11 of SEC Regulation S-X (“Article 11”). The unaudited pro forma

condensed combined financial information includes adjustments that depict the accounting for the Transaction using Transaction Accounting

Adjustments (as defined in Article 11). Adjustments depicting synergies and dis-synergies of the Transaction (“Management Adjustments”)

are not presented herein.

The unaudited pro forma condensed combined financial

information and underlying pro forma adjustments are based upon currently available information and certain estimates and assumptions

that management believes are factually supportable; therefore, actual results could differ materially from the unaudited pro forma condensed

combined financial information. However, we believe the assumptions provide a reasonable basis for presenting the significant effects

of the Transaction noted herein. We believe the pro forma adjustments give appropriate effect to those assumptions and are properly applied

in the unaudited pro forma condensed combined financial information.

Note 2 - Pro Forma Adjustments

(a) Reflects the elimination of EPIC Crude Holdings’ historical depreciation and amortization of $96 million for the year ended

December 31, 2025.

(b) Reflects the depreciation on the acquired property and equipment under the straight-line method of depreciation over a blended average

useful life of 47 years resulting in incremental depreciation expense of $47 million for the year ended December 31, 2025. Also reflects

the incremental amortization of the intangible assets under the declining balance method resulting in incremental amortization expense of $55 million

for the year ended December 31, 2025.

(c) Represents the interest expense on the $1,901 million of financing as if such financing was obtained on or prior to January 1,

2025, and was outstanding for the entire year ended December 31, 2025. The interest rate assumed for purposes of preparing this unaudited

pro forma condensed combined financial information was based off the one-month SOFR plus 1.125% as of the Closing Date. The amortization

of debt issuance costs is not considered material to the unaudited pro forma condensed combined financial information.

Note 3 - Pro Forma Net Income Per Common Unit

Pro forma basic and diluted net income per common

unit is determined by dividing the pro forma net income attributable to PAA (after deducting amounts allocated to preferred unitholders

and participating securities) by the basic and diluted weighted average number of common units outstanding during the applicable periods.

The Transaction did not involve the issuance or redemption of securities. For purposes of this calculation, we assumed that distributions

were equal to historical PAA distributions for the respective periods; all remaining excess earnings were assumed to be allocated to our

common unitholders and participating securities in accordance with the contractual terms of our partnership agreement. Because our partnership

agreement requires us to distribute available cash rather than earnings reflected in our statement of operations and the pro forma net

income per unit calculation has been prepared on an annual basis in lieu of a quarterly basis, actual cash distributions declared and

paid by us may vary significantly from reported pro forma net income per common unit.

Note 4 - Reclassification of EPIC Crude Holdings’ Historical

Financial Statements

Reclassification adjustments were made to EPIC

Crude Holdings’ historical statements of operations for the nine months ended September 30, 2025 and for the period from October 1,

2025 to November 6, 2025. Certain income statement line items presented by EPIC Crude Holdings under GAAP have been reclassified

to align with the presentation used by PAA under GAAP. In addition, EPIC Crude Holdings’ historical presentation of margin related

to inventory exchanges has been conformed to PAA’s accounting policy, which results in a reclassification from Revenue to Purchases

and related costs. The amount of reclassification was $125 million for the year ended December 31, 2025. These reclassification adjustments

are shown in the table below:

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EPIC CRUDE HOLDINGS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Nine Months

Ended September 30, 2025 and the Period from October 1, 2025 to November 6, 2025

(in millions)

EPIC

Historical

for the

Nine Months

Ended September

30, 2025

Historical

for the

Period from

October 1, 2025 to

November 6, 2025

Reclassification

Adjustments

EPIC

Historical

As Adjusted

(unaudited)

REVENUE

$ 295

$ 32

$ (125 )

$ 202

EXPENSES

Cost of goods sold

(53 )

—

Operations and maintenance

(63 )

—

Depreciation and amortization

—

General and administrative

(19 )

—

Purchases and related costs

—

(72 )

Field operating costs

—

General and administrative expenses

—

206

(125 )

106

INCOME FROM OPERATIONS

—

OTHER INCOME (EXPENSE)

Interest expense

(67 )

(6 )

—

(73 )

INCOME BEFORE TAXES

—

NET INCOME

$ 22

$ 1

$ —

$ 23

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