Form 8-K

8-K — PLAINS GP HOLDINGS LP

Accession: 0001104659-26-059512

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001581990

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

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2614304d1_8k.htm (Primary)

EX-2.2 — EXHIBIT 2.2 (tm2614304d1_ex2-2.htm)

EX-2.3 — EXHIBIT 2.3 (tm2614304d1_ex2-3.htm)

EX-2.4 — EXHIBIT 2.4 (tm2614304d1_ex2-4.htm)

EX-99.1 — EXHIBIT 99.1 (tm2614304d1_ex99-1.htm)

GRAPHIC (tm2614304d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2614304d1_8k.htm · Sequence: 1

false

0001581990

PLAINS GP HOLDINGS LP

0001581990

2026-05-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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)

– May

12, 2026

Plains GP Holdings, L.P.

(Exact name of registrant as specified in its charter)

Delaware

1-36132

90-1005472

(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

Class A Shares

PAGP

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 ¨

If 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. o

Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 12, 2026, a wholly-owned subsidiary (the “Seller”)

of Plains All American Pipeline, L.P. (“PAA”), which is a wholly owned subsidiary of Plains GP Holdings, L.P. (“PAGP”

or the “Registrant”), completed the previously announced sale of all of the issued and outstanding shares of Plains Midstream

Canada ULC, the PAA subsidiary that owns substantially all of PAA’s natural gas liquids (NGL) business (the “Canadian NGL

Business”) to Keyera Corp., an Alberta Corporation (“Keyera”), pursuant to the terms of a definitive Share Purchase

Agreement dated as of June 17, 2025 (as amended to date, the “SPA”).

Pursuant to the SPA, Seller received cash consideration of approximately

CAD $5.13 billion (approximately USD $3.76 billion), subject to certain post-closing adjustments as defined in the SPA. Net proceeds

from the sale of approximately $3.3 billion, after taxes and expenses, will be used to reduce leverage, including repayment of outstanding

borrowings under PAA’s commercial paper program, the term loan described in Item 1.02 below and PAA’s 4.50% senior notes due

December 2026, and for other general partnership purposes.

In connection with the closing of the sale of the Canadian NGL Business,

PAA and Keyera have entered into certain transition services agreements pursuant to which PAA and Keyera will provide certain services

to support the transition of the Canadian NGL Business, subject to the terms and conditions set forth therein.

The SPA contains customary representations, warranties and

covenants for a representation and warranty insurance transaction and customary termination provisions, as well as mutual

indemnification provisions for breaches of certain of the representations, warranties and covenants in the SPA, subject to certain

limitations.

The foregoing description of the closing of the sale of the Canadian

NGL Business and the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA

and each amendment thereto, each of which are exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On November 26, 2025, PAA entered into a term loan agreement

(the “Term Loan Agreement”) by and among PAA, as borrower, PNC Bank, National Association, as administrative agent, and

the other lenders party thereto (collectively, the “Lenders”). The Term Loan Agreement provides for a $1.1 billion

senior unsecured term loan (the “Term Loan”), which was funded on December 1, 2025. The Term Loan will mature on

the two-year anniversary of the closing date of the Term Loan Agreement; however, PAA may at any time prepay amounts outstanding

under the Term Loan Agreement, in whole or in part, without premium or penalty. The closing of the sale of the Canadian NGL Business

as described in Item 2.01 above triggers mandatory prepayment of all amounts outstanding under the Term Loan Agreement within seven

(7) business days of the closing of such sale. Effective May 14, 2026, PAA intends to terminate the Term Loan Agreement

and repay all amounts outstanding thereunder.

Item 7.01. Regulation FD Disclosure.

On May 12, 2026, PAA and PAGP issued a press release announcing

the closing of the sale of the Canadian NGL Business to Keyera. A copy of the press release is furnished as Exhibit 99.1 to this

Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 (including Exhibit 99.1)

is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.

Such information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange

Act, whether made before or after the date hereof, unless expressly incorporated by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The Registrant has omitted the inclusion of any pro forma financial

information as the transaction has already been included as discontinued operations within the Registrant’s Condensed Consolidated

Financial Statements for the three months ended March 31, 2026 and 2025, included within PAGP’s Quarterly Report on Form 10-Q

for the quarterly period ended March 31, 2026, and within the Registrant’s Consolidated Financial Statements for each of the

three years ended December 31, 2025, 2024 and 2023, included within PAGP’s Annual Report on Form 10-K for the year ended

December 31, 2025.

(d) Exhibits.

Exhibit

Number

Description

2.1

Purchase Agreement, dated as of June 17, 2025, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions

of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (incorporated by reference to Exhibit 2.1

of the Registrant’s Form 10-Q for the quarter ended June 30, 2025.)

2.2 *

First Amendment to Share Purchase Agreement, dated as of May 11, 2026,

by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item 601(b)(2)

of Regulation S-K)

2.3 *

Second Amendment to Share Purchase Agreement, dated as of May 12,

2026, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item

601(b)(2) of Regulation S-K)

2.4 *

Third Amendment to Share Purchase Agreement, dated as of May 12,

2026, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item

601(b)(2) of Regulation S-K)

99.1

Press

Release dated May 12, 2026

104

Cover

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

* Certain information has been omitted from this

exhibit as such omitted information is both (i) not material and (ii) the type of information that the registrant treats as

private or confidential.

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

GP HOLDINGS, L.P.

By:

PAA GP Holdings LLC, its general partner

Date: May 12, 2026

By:

/s/ Richard

K. McGee

Name:

Richard

K. McGee

Title:

Executive

Vice President, General Counsel and Secretary

EX-2.2 — EXHIBIT 2.2

EX-2.2

Filename: tm2614304d1_ex2-2.htm · Sequence: 2

Exhibit 2.2

[Certain confidential portions of this exhibit

have been omitted and replaced with “[***]”. Such identified information has been excluded from this Exhibit because it is

both (i) not material and (ii) the type that the Registrant treats as private or confidential.]

FIRST AMENDMENT TO

SHARE PURCHASE AGREEMENT

This First

Amendment to Share Purchase Agreement (“Amendment”) is made as of May 11, 2026 (the “Effective Date”)

by and between Plains Midstream Luxembourg société à responsabilité limitée (“Seller”),

and Keyera Corp., an Alberta corporation (“Buyer”). All capitalized terms used but not defined in this Amendment

shall have the meaning ascribed thereto in the Agreement (as defined below).

RECITALS

Buyer and

Seller entered into that certain Share Purchase Agreement dated as of June 17, 2025 (the “Agreement”), and in

accordance with Section 12.3(a) of the Agreement, now desire to amend certain provisions of the Agreement as set forth herein.

NOW, THEREFORE,

in consideration of the mutual covenants and agreements herein expressed, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties agree as follows:

AMENDMENTS

[***]

MISCELLANEOUS

14. No

Other Amendment/Ratification. Except as specifically provided in this Amendment, the Agreement shall remain in full force and effect.

The Parties hereby ratify and confirm the Agreement as amended hereby. All references to the Agreement shall hereafter be deemed to refer

to the Agreement as amended hereby.

15. Counterparts.

This Amendment may be executed by the Parties in any number of counterparts, each of which shall be deemed an original, but all of which

shall constitute one and the same agreement. Counterparts may be executed by electronic means (including by electronic signature) and

delivered by e-mail or other means of electronic transmission, and such execution and delivery shall be deemed to have the same legal

effect as delivery of an original signed copy of this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties

have executed this Amendment or caused this Amendment to be executed by their duly authorized representatives, all as of the Effective

Date.

SELLER:

PLAINS MIDSTREAM LUXEMBOURG

société à responsabilité limitée

By :

(signed) [name redacted]

Name :

[name redacted]

Title :

[title redacted]

By :

(signed) [name redacted]

Name :

[name redacted]

Title :

[title redacted]

First Amendment to SPA

BUYER:

KEYARA CORP.

By :

(signed) [name redacted]

Name :

[name redacted]

Title :

[title redacted]

First Amendment to SPA

EXHIBITS

[***]

EX-2.3 — EXHIBIT 2.3

EX-2.3

Filename: tm2614304d1_ex2-3.htm · Sequence: 3

Exhibit 2.3

[Certain confidential portions of this exhibit

have been omitted and replaced with “[***]”. Such identified information has been excluded from this Exhibit because it is

both (i) not material and (ii) the type that the Registrant treats as private or confidential.]

SECOND AMENDMENT TO

SHARE PURCHASE AGREEMENT

This Second Amendment to Share

Purchase Agreement (“Amendment”) is made as of May 12, 2026 but effective for all purposes as of the Execution

Date by and between Plains Midstream Luxembourg, a Luxembourg société à responsabilité limitée (“Seller”),

and Keyera Corp., an Alberta corporation (“Buyer”). All capitalized terms used but not defined in this Amendment

shall have the meaning ascribed thereto in the Agreement (as defined below).

RECITALS

Buyer and Seller entered into

that certain Share Purchase Agreement dated as of June 17, 2025, as amended (collectively, the “Agreement”)

and in accordance with Section 12.3(a) of the Agreement, now desire to amend certain provisions of the Agreement as set forth herein.

NOW, THEREFORE, in consideration

of the mutual covenants and agreements herein expressed, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties agree as follows:

AMENDMENTS

1.         Amendment to Section 2.5. The first sentence

of Section 2.5(b) of the Agreement

shall be amended by adding the phrase: [***]

2.         Amendment to

Seller Disclosure Schedules. Each of following Seller Disclosure Schedules shall be deleted in its entirety and replaced with a new

Seller Disclosure Schedule relating to the same Section of the Agreement, a copy of which is appended hereto in Appendix A:

(a) Schedule 4.16(a) – Leased Real Property

(b) Schedule 4.16(b) – Owned Real Property

(d) Schedule 4.17 – Facilities and Pipelines

(e) Schedule 4.18 – Material Contracts

(f) Schedule 4.28 – Credit Support

3.         Amendment to

Section 6.2(c). [***]

4.         Amendment to

Section 6.4(d). Section 6.4(d) of the Agreement shall be amended to replace “five (5)” with “seven (7)” in

each place in which it appears in such Section.

5.         Amendment to

Section 6.4. A new Section 6.4(e) of the Agreement shall be added as follows:

“(e) Excluded Records Destruction

by Buyer. To the extent Buyer after Closing finds any records in its possession that were expressly excluded pursuant to Section

6.4(b)(i)-(v), Buyer shall deliver such records back to Seller and irretrievably delete or destroy such records in electronic or cloud-based

formats, provided that Buyer shall not be required to delete any such records that have been automatically stored in the ordinary course

in any electronic data back-up or archival system of the Buyer that is not intended to be accessed except for disaster recovery purposes

or compliance with document retention Laws.”

6.         Amendments to

Section 6.9(d). Section 6.9(d) of the Agreement shall be amended as follows:

(a)

Section 6.9(d)(iii) shall be amended to replace “within one hundred and twenty (120) days following the Execution Date”

with “by January 30, 2026”.

(b)

Section 6.9(d)(iv) shall be amended to replace “within one hundred and twenty (120) days following the Execution Date”

with “by January 30, 2026”.

7.         Amendment to

Article VI. [***]

8.         Amendments

to Section 12.4. Section 12.4 of the Agreement shall be amended as follows:

(a)        Section

12.4(b) shall be deleted in its entirety and replaced with the following:

“(b)        Neither this Agreement

nor any of the rights, interests, or obligations hereunder may otherwise be assigned by either Party without the prior written consent

of the other Party, provided that Buyer may, without consent from but upon giving written notice to Seller:

(i)       at

any time on or prior to the Closing, assign its rights and obligations under this Agreement to an Affiliate subject to the following conditions:

(A)       the

assignee becomes jointly and severally liable with Buyer, as a principal and not as a surety, with respect to all of the representations,

warranties, covenants, indemnities and agreements of Buyer in this Agreement; and

(B)       the

assignee and Buyer execute and deliver to Seller an agreement confirming (1) the assignment, (2) the assumption by the assignee of all

obligations of Buyer under this Agreement, and (3) that Buyer continues to be bound by the provisions of this Agreement; and

(ii)       [***].”

9.         Amendments

to Section 12.9. [***]

10.       Amendments

to Exhibit A. Exhibit A to the Agreement shall be amended as follows:

[***]

MISCELLANEOUS

11. No Other Amendment/Ratification. Except

as specifically provided in this Amendment, the Agreement shall remain in full force and effect. The Parties hereby ratify and confirm

the Agreement as amended hereby. All references to the Agreement shall hereafter be deemed to refer to the Agreement as amended hereby.

12.       Conflicts.

If and to the extent any part of this Amendment conflicts with or is otherwise inconsistent with the Agreement, this Amendment shall control.

13.       Counterparts.

This Amendment may be executed by the Parties in any number of counterparts, each of which shall be deemed an original, but all of which

shall constitute one and the same agreement. Counterparts may be executed by electronic means (including by electronic signature) and

delivered by e-mail or other means of electronic transmission, and such execution and delivery shall be deemed to have the same legal

effect as delivery of an original signed copy of this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have executed

this Amendment or caused this Amendment to be executed by their duly authorized representatives, all as of the Effective Date.

SELLER:

PLAINS MIDSTREAM LUXEMBOURG

a Luxombourg société à responsabilité limitée

By :

(signed) [name redacted]

Name :

[name redacted]

Title :

[title redacted]

By :

(signed) [name redacted]

Name :

[name redacted]

Title :

[title redacted]

Second Amendment to PSA

BUYER:

KEYARA CORP.

By :

(signed) [name redacted]

Name :

[name redacted]

Title :

[title redacted]

Second Amendment to PSA

EX-2.4 — EXHIBIT 2.4

EX-2.4

Filename: tm2614304d1_ex2-4.htm · Sequence: 4

Exhibit 2.4

[Certain confidential portions of this exhibit

have been omitted and replaced with “[***]”. Such identified information has been excluded from this Exhibit because it is

both (i) not material and (ii) the type that the Registrant treats as private or confidential.]

CLOSING AGREEMENT AND THIRD AMENDMENT TO

SHARE PURCHASE AGREEMENT

This Closing Agreement and

Third Amendment to Share Purchase Agreement (“Amendment”) is made as of May 12, 2026 (the “Effective

Date”) by and between Plains Midstream Luxembourg S.A R.L. (“Seller”), and Keyera Corp., an Alberta

corporation (“Buyer”). All capitalized terms used but not defined in this Amendment shall have the meaning ascribed

thereto in the Agreement (as defined below).

RECITALS

Buyer and Seller entered into

that certain Share Purchase Agreement dated as of June 17, 2025, as amended (collectively, the “Agreement”)

and in accordance with Section 12.3(a) of the Agreement, now desire to amend certain provisions of the Agreement as set forth herein.

NOW, THEREFORE, in consideration

of the mutual covenants and agreements herein expressed, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties agree as follows:

AMENDMENTS

1.            Amendment

to Section 2.3. Section 2.3 of the Agreement shall be deleted in its entirety and replaced with the following:

“Section

2.3     Closing Adjustment. Not later than eight (8) Business Days prior to the expected Closing Date, Seller shall deliver to Buyer

a written statement (the “Pre-Closing Statement”) setting forth in reasonable detail Seller’s good-faith

estimate based on information then available to Seller of Closing Working Capital (the “Estimated Closing Working Capital”),

Closing Operating NGL Inventory Volume (the “Estimated Closing Operating NGL Inventory Volume”), Closing Operating

NGL Inventory Adjustment Amount (the “Estimated Closing Operating NGL Inventory Adjustment Amount”), Tax Pool

Adjustment Amount (the “Estimated Tax Pool Adjustment Amount”) and Capex Adjustment Amount (the “Estimated

Capex Adjustment Amount”), together with reasonable supporting documents. [***] The Pre-Closing Statement shall be prepared in accordance

with the adjustments, principles and methodologies set forth in Exhibit J. Buyer shall have the opportunity to review and comment

on the Pre-Closing Statement, and the Parties will work together in good faith to resolve any questions, comments or disputes related

to such statement; provided, however, that in the event any question, comment or dispute remains unresolved as of the Closing

Date, the amounts set forth in the Post-Closing Statement provided by Seller pursuant to this Section 2.3 shall prevail, adjusted

as agreed by Buyer and Seller for any questions, comments or disputes raised by Buyer. If the Estimated Closing Working Capital plus the

Estimated Closing Operating NGL Inventory Adjustment Amount plus the Estimated Tax Pool Adjustment Amount plus the Estimated Capex Adjustment

Amount minus [***] is (a) a positive number, the Base Purchase Price shall be increased by such amount or (b) a negative number, the Base

Purchase Price shall be decreased by such amount, and at Closing, Buyer shall pay to Seller an amount equal to the Base Purchase Price

as so adjusted pursuant to this sentence and Section 6.2 (the “Closing Payment”), by wire transfer of

immediately available funds to a bank account or accounts to be designated in writing by Seller in the Pre-Closing Statement.

Amendment to Section 2.4(a). Section 2.4(a) of the Agreement shall be deleted in its entirety and replaced with the following:

“(a)          Calculation

of Adjustments. As promptly as practicable after the Closing Date, and in any event not later than ninety (90) days after the

Closing Date, Buyer shall deliver to Seller a statement (the “Post-Closing Statement”) setting forth in

reasonable detail Buyer’s good-faith calculation of: (i) Closing Working Capital; (ii) Closing Operating NGL Inventory Volume;

(iii) Closing Operating NGL Inventory Adjustment Amount; (iv) Tax Pool Adjustment Amount; and (v) Capex Adjustment Amount. [***] To

the extent not in the possession of Buyer, Seller shall provide Buyer and its Representatives reasonable access during normal

business hours to such employees and such books and records of Seller and its Affiliates as are reasonably requested by Buyer to

allow it and its Representatives to prepare the Post-Closing Statement. Buyer shall provide Seller and its authorized

Representatives reasonable access during normal business hours to such employees and such books and records of Buyer or the Company

Group as are reasonably requested by Seller to allow it and its authorized Representatives to verify the amounts set forth in the

Post-Closing Statement.”

Amendment to Section 2.4(e). Section 2.4(e) of the Agreement shall be deleted in its entirety and replaced with the following:

“(e)         Payments.

If the Closing Working Capital plus the Closing Operating NGL Inventory Adjustment Amount plus the Tax Pool Adjustment Amount plus

the Capex Adjustment Amount (as finally determined in accordance with the provisions set forth in this Section 2.4) minus

[***] exceeds the Estimated Closing Working Capital plus the Estimated Closing Operating NGL Inventory Adjustment Amount plus the

Estimated Tax Pool Adjustment Amount plus the Estimated Capex Adjustment Amount minus [***] then the Base Purchase Price shall be

increased by, and Buyer shall pay to Seller, the amount of such excess. If the Closing Working Capital plus the Closing Operating

NGL Inventory Adjustment Amount plus the Tax Pool Adjustment Amount plus the Capex Adjustment Amount (as finally determined in

accordance with the provisions set forth in this Section [***]) minus [***] is less than the Estimated Closing Working

Capital plus the Estimated Closing Operating NGL Inventory Adjustment Amount plus the Estimated Tax Pool Adjustment Amount plus the

Estimated Capex Adjustment Amount minus [***] then the Base Purchase Price shall be decreased by, and Seller shall pay to Buyer, the

amount of such deficiency. Any payment required pursuant to this Section 2.4 shall be made within five (5) Business Days

after the date the Purchase Price is deemed to be finally determined pursuant to Section 2.4(b), 2.4(c) or 2.4(d),

as the case may be, and Section 6.2, shall be made by wire transfer of immediately available funds to a bank account or

accounts to be designated in writing by the Party receiving such payment.”

4.            Amendment

to Section 6.4(a)(ii). Section 6.4(a)(ii) of the Agreement shall be deleted in its entirety and replaced with the following:

“(ii) (A)

within sixteen (16) days following the Closing, financial accounting records including general ledger detail support for the month end

immediately preceding Closing and balance sheet reconciliations for all balance sheet account balances for the month immediately preceding

the month in which the Closing occurs and (B) within ten (10) days following the Closing, an extract of applicable financial accounting

records, including an extract of applicable general ledger detail support for May 1st through May 11th (inclusive)

of the month in which Closing occurs.”

5.            Amendment

to Section 6.18 and Schedule 6.18 of the Seller Disclosure Schedules.

(a)

Section 6.18 of the Agreement shall be deleted in its entirety and replaced with the following:

“At or prior

to the Closing, Seller shall terminate or cause to be terminated each Contract between any member of the Company Group, on the one hand,

and Seller or any Seller Affiliate (other than a member of the Company Group), on the other hand, except for those Contracts listed in

Schedule [***] of the Seller Disclosure Schedules. Seller shall use commercially reasonable efforts to cause intercompany accounts

between any member of the Company Group, on the one hand, and Seller or any Seller Affiliate (other than a member of the Company Group),

on the other hand (other than any accounts arising under a Contract listed in Schedule [***] of the Seller Disclosure Schedules),

to be fully settled and discharged prior to or at Closing without giving rise to any Tax Liability or consequence (including by way of

application or reduction of any Tax attributes) to Buyer or any member of the Company Group, including under section 80 of the Canadian

Tax Act. Notwithstanding anything to the contrary in Exhibit J, any such intercompany accounts not so fully settled and discharged

at or prior to the Closing Date shall be included in the calculation of the Closing Working Capital set forth in the Post-Closing Statement.”

(b)

Schedule 6.18 of the Seller Disclosure Schedules attached to the Agreement shall be deleted in its entirety and replaced with Schedule

6.18 attached to this Amendment.

6.            Amendment

to Section 6.19. Section 6.19 of the Agreement shall be deleted in its entirety and replaced with the following:

“6.19 Inventory.

On June 1, 2026, representatives of Seller and Buyer shall conduct a measurement of the NGL Inventory as of 7:00 a.m. local time

where the applicable assets are located, in accordance with the Inventory Measurement Procedures (the “Inventory

Measurement”). On the date of the Inventory Measurement, Seller and Buyer shall deliver to each other a duly executed

counterpart of a NGL custody certificate, dated as of the date thereof.”

7.            Amendment

to Article VI. Article VI shall be amended to add a new Section 6.28 as follows:

[***]

Amendment to Article VI. Article VI shall be amended to add a new Section 6.29 as follows:

[***]

9.            Amendment

to Section 8.1. Section 8.1 of the Agreement shall be deleted in its entirety and replaced with the following:

“8.1

Closing. The closing of the sale, assignment, conveyance, transfer and delivery of the Purchased Shares to Buyer and the other

transactions contemplated by this Agreement (the “Closing”) shall take place electronically, or such place

as the Parties may agree, on (a) May 12, 2026 or (b) any other date mutually agreed on by the Parties in writing. The date of the

Closing is referred to in this Agreement as the “Closing Date.” Unless otherwise agreed, all proceedings

to be taken and all documents to be executed and delivered by the Parties at the Closing shall be deemed to have been taken,

executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all

have been taken, executed and delivered. For economic purposes, the Closing shall be deemed to have occurred at 12:01AM Mountain

Time on the Closing Date.”

10.          Amendment regarding

NGL Custody Certificate. Section 8.2(l) and Section 8.3(g), as well as the defined term “NGL Custody Certificate” in Exhibit

A (Definitions) of the Agreement shall each be deleted in its entirety.

11.          Amendment to Section 12.4.

[***]

12.          Amendment to Exhibit A (Definitions).

(a)

The definition of “Closing Operating NGL Inventory Volume” in Exhibit A (Definitions) to the Agreement shall be deleted

and replaced with the following in relevant alphabetical order:

““Closing

Operating NGL Inventory Volume” means the Operating NGL Inventory, as determined in accordance with Section 1(b) of the

Inventory Valuation Methodology for purposes of calculating the Closing Operating NGL Inventory Adjustment Amount in the Post-Closing

Statement, without giving effect to the transactions contemplated hereby and by the other Transaction Documents.”

(b)

The following defined term is added to Exhibit A (Definitions) to the Agreement in relevant alphabetical order:

[***]

13.          Amendment

to Exhibit G (Form of Butane Supply Agreement).

[***]

14.          Amendment

to Exhibit H-1 (Inventory Measurement Procedures).

[***]

15.          Amendment

to Exhibit H-2 (Inventory Valuation Methodology).

[***]

16.            Amendment

to Exhibit J (Accounting Principles).

[***]

17.            Amendment

to Exhibit M (Tax Conduct Agreement).

[***]

18.            Amendment

to Exhibit N (Form of Frac Spread Hedge Agreement).

[***]

MISCELLANEOUS

19.           No

Other Amendment/Ratification. Except as specifically provided in this Amendment, the Agreement shall remain in full force and

effect. The Parties hereby ratify and confirm the Agreement as amended hereby. All references to the Agreement shall hereafter be

deemed to refer to the Agreement as amended hereby.

20.

Conflicts. If and to the extent any part of this Amendment conflicts with or is otherwise inconsistent with the Agreement,

this Amendment shall control.

21.

Counterparts. This Amendment may be executed by the Parties in any number of counterparts, each of which shall be deemed

an original, but all of which shall constitute one and the same agreement. Counterparts may be executed by electronic means (including

by electronic signature) and delivered by e-mail or other means of electronic transmission, and such execution and delivery shall be deemed

to have the same legal effect as delivery of an original signed copy of this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have executed this

Amendment or caused this Amendment to be executed by their duly authorized representatives, all as of the Effective Date.

SELLER:

PLAINS

MIDSTREAM LUXEMBOURG S.A.R.L.

(signed)

[name redacted]

Name

[name

redacted]

Title

[title

redacted]

(signed)

[name redacted]

Name

[name

redacted]

Title

[title

redacted]

Closing Agreement and Third Amendment to SPA

BUYER:

KEYARA

CORP.

(signed)

[name redacted]

Name

[name

redacted]

Title

[title

redacted]

Closing Agreement and Third Amendment to SPA

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614304d1_ex99-1.htm · Sequence: 5

Exhibit 99.1

Plains All American Pipeline and Plains GP Holdings

Announce Completion of Canadian NGL Divestiture

HOUSTON – May 12, 2026 – Plains All

American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) (collectively, “Plains”) completed

the previously announced sale of all of the issued and outstanding shares of Plains Midstream Canada ULC, the PAA subsidiary that owns

substantially all of PAA’s natural gas liquids (NGL) business (the “Canadian NGL Business”) to Keyera Corp., an Alberta

Corporation (“Keyera”), pursuant to the terms of a definitive Share Purchase Agreement dated as of June 17, 2025 (the “SPA”).

Net cash proceeds from the sale were approximately

$3.3 billion (net of purchase price adjustments, taxes and other related costs) and will be used to repay certain outstanding indebtedness

and for other general partnership purposes. Post closing, Plains expects its leverage ratio to trend toward the middle of its targeted

range of 3.25 to 3.75x. As previously disclosed, Plains does not anticipate paying a special distribution following the closing as the

tax liability to unitholders resulting from the NGL divestiture is expected to be mitigated by bonus depreciation from the Cactus III

acquisition.

“We are excited to finalize this transaction

which completes our transformation to a premier pure play crude oil midstream company. Moving forward, our business should be more durable

with less commodity price volatility, and our free cash flow will be supported by reduced maintenance capital and lower corporate taxes.

Our remaining crude footprint is highly competitive with integrated assets spanning from Canada to the U.S. Gulf Coast. Our asset portfolio

offers customers optionality to reach multiple destinations, including Corpus Christi, which serves as the primary U.S. oil export market.

We believe recent geopolitical events enhance the value of existing infrastructure in North America and Plains is well positioned to capture

this value and deliver on our commitment of driving efficient growth through capital discipline, maintaining a strong balance sheet and

returning capital to unitholders,” said Willie Chiang, Chairman, CEO and President.

Forward-Looking Statements

Except for the historical information contained herein,

the matters discussed in this release consist of forward-looking statements including, but not limited to, statements regarding the

anticipated operational, financial and strategic benefits resulting from the sale of Plains’ NGL business to Keyera

Corp. There are a number of risks and uncertainties that could cause actual results or outcomes to differ materially from results

or outcomes anticipated in the forward-looking statements. These risks and uncertainties include, among other things: changes

in or disruptions to economic, market or business conditions; substantial declines in commodity prices or demand for crude oil; third-party

constraints; legal constraints (including the impact of governmental regulations, orders or policies); and other factors and uncertainties

inherent in transactions of the type discussed herein or in our business as discussed in PAA’s and PAGP’s filings with the

Securities and Exchange Commission.

About Plains

PAA is a publicly traded master limited partnership

that owns and operates midstream energy infrastructure and provides logistics services for crude oil. PAA owns an extensive network of

pipeline gathering and transportation systems, in addition to terminalling, storage, and other infrastructure assets serving key producing

basins, transportation corridors and major market hubs and export outlets in the United States and Canada.

PAGP is a publicly traded entity that owns an

indirect, non-economic controlling general partner interest in PAA and an indirect limited partner interest in PAA, one of the largest

energy infrastructure and logistics companies in North America.

PAA and PAGP are headquartered in Houston, Texas.

More information is available at www.plains.com.

Investor Relations Contacts:

Blake Fernandez

Ross Hovde

PlainsIR@plains.com

(866) 809-1291

GRAPHIC

Filename: tm2614304d1_ex99-1img001.jpg · Sequence: 9

Binary file (4031 bytes)

Download tm2614304d1_ex99-1img001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 11

v3.26.1

Cover

May 12, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 12, 2026

Entity File Number

1-36132

Entity Registrant Name

PLAINS GP HOLDINGS LP

Entity Central Index Key

0001581990

Entity Tax Identification Number

90-1005472

Entity Incorporation, State or Country Code

Entity Address, Address Line One

333 Clay Street

Entity Address, Address Line Two

Suite 1600

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77002

City Area Code

713

Local Phone Number

646-4100

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class A Shares

Trading Symbol

PAGP

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration