PLAINS GP HOLDINGS LP 10-K

Item 5. Market for Registrant’s Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information, Holders and Distributions Our Class A shares are listed and traded on The Nasdaq Global Select Market under the symbol “PAGP.” As of February 14, 2023, there were 194,407,642 Class A shares outstanding and approximately 55,000 record holders and beneficial owners (held in street name). The following table presents cash distributions per Class A share pertaining to the quarter presented, which were declared and paid in the following calendar quarter (see the “Cash Distribution Policy” section below for a discussion of our policy regarding distribution payments): First Quarter Second Quarter Third Quarter Fourth Quarter 2022 $ 0.2175 $ 0.2175 $ 0.2175 $ 0.2675 2021 $ 0.1800 $ 0.1800 $ 0.1800 $ 0.1800 Our Class A shares are also used as a form of compensation to our directors. See Note 18 to our Consolidated Financial Statements for additional information regarding our equity-indexed compensation plans. Our Class B shares and Class C shares are not listed or traded on any stock exchange. Performance Graph The following graph compares the total unitholder return performance of our Class A shares with the performance of: (i) the Standard & Poor’s 500 Stock Index (“S&P 500”) and (ii) the Alerian Midstream Energy Index (“AMNA”). The AMNA is a broad-based composite of North American energy infrastructure companies that provides investors with a comprehensive benchmark for this asset class. The graph assumes that $100 was invested in our Class A shares and each comparison index beginning on December 31, 2017 and that all distributions were reinvested on a quarterly basis. 67 Table of Contents Index to Financial Statements 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 PAGP $ 100.00 $ 96.52 $ 96.79 $ 47.26 $ 60.91 $ 80.21 S&P 500 $ 100.00 $ 95.62 $ 125.72 $ 148.85 $ 191.58 $ 156.89 AMNA $ 100.00 $ 86.71 $ 107.56 $ 82.43 $ 114.10 $ 138.67 This information shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A or 14C under the Exchange Act, other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act. Recent Sales of Unregistered Securities In connection with our IPO and related transactions, the Legacy Owners acquired the following interests (collectively, the “Stapled Interests”): (i) AAP units representing an economic limited partner interest in AAP; (ii) general partner units representing a non-economic membership interest in our general partner; and (iii) Class B shares representing a non-economic limited partner interest in us. The Legacy Owners and any permitted transferees of their Stapled Interests have the right to exchange (the “Exchange Right”) all or a portion of such Stapled Interests for an equivalent number of Class A shares. In connection with the exercise of the Exchange Right, the Stapled Interests are transferred to us and the applicable Class B shares are canceled. Although we issue one Class A share for each Stapled Interest that is exchanged, we also receive one AAP unit and one general partner unit. As a result, the exercise by Legacy Owners of the Exchange Right is not dilutive. During the three months ended December 31, 2022, Exchange Right exercises resulted in the issuance of 121,576 Class A shares. The issuance of Class A shares in connection with the exercise of the Exchange Right was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. Issuer Purchases of Equity Securities None. Cash Distribution Policy Our partnership agreement requires that, within 55 days following the end of each quarter, we distribute all of our available cash to Class A shareholders of record on the applicable record date. Available cash generally means, for any quarter ending prior to liquidation, all cash and cash equivalents on hand on the date of determination of available cash for the distribution in respect of such quarter (including expected distributions from AAP in respect of such quarter), less the amount of cash reserves established by our general partner to: • comply with applicable law or any agreement binding upon us or our subsidiaries (exclusive of PAA and its subsidiaries); • provide funds for future distributions to shareholders; • provide for future capital expenditures, debt service and other credit needs as well as any federal, state, provincial or other income tax that may affect us in the future; • provide for our general, administrative or other expenses; or • provide for the proper conduct of our business. Our principal source of cash flow is derived from our indirect investment in PAA. As of December 31, 2022, we owned approximately 194.4 million AAP units, which represented an approximate 81% limited partner interest in AAP. AAP currently receives all of its cash flows from its ownership of PAA common units. Therefore, our cash flow and resulting ability to make distributions is dependent upon the ability of PAA to make distributions to AAP in respect of the common units AAP owns. As of December 31, 2022, AAP owned approximately 241.0 million PAA common units. The actual amount of cash that PAA, and correspondingly AAP, will have available for distribution will primarily depend on the amount of cash PAA generates from its operations. Also, under the terms of the agreements governing PAA’s debt, PAA is prohibited from declaring or paying any distribution to unitholders if a default or event of default (as defined in such agreements) exists. No such default has occurred. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreements, Commercial Paper Program and Indentures.” 68 Table of Contents Index to Financial Statements Our general partner owns a non-economic general partner interest in us, which does not entitle it to receive cash distributions. Item 6. Reserved