v3.25.4
Related Party Transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Ownership of PAGP Class C Shares

As of December 31, 2025 and 2024, we owned 530,932,175 and 542,004,838, respectively, Class C shares of PAGP. Each Class C share represents a non-economic limited partner interest in PAGP. The Class C shares function as a “pass-through” voting mechanism through which we vote at the direction of and as proxy for our common unitholders (other than AAP) and Series A preferred unitholders in such director elections. The number of Class C shares that we own is equal to the number of outstanding common units and Series A preferred units that are entitled to vote, pro rata with the holders of PAGP Class A and Class B shares, for the election of eligible PAGP GP directors. Common units held by AAP and Series B preferred units are not entitled to vote in the election of directors.

Reimbursement of Our General Partner and its Affiliates

Our general partner provides services necessary to manage and operate our business, properties and assets, including employing or retaining personnel. We do not pay our general partner a management fee, but we do reimburse our general partner for all direct and indirect costs it incurs or payments it makes on our behalf, including the costs of employee, officer and director compensation and benefits allocable to us as well as all other expenses necessary or appropriate to conduct our business. We record these costs on the accrual basis in the period in which our general partner incurs them. Our partnership agreement provides that our general partner will, in a manner it deems in its sole discretion to be reasonable, determine the expenses that are allocable to us. Total costs reimbursed by us to our general partner for the years ended December 31, 2025, 2024 and 2023 were $570 million, $583 million and $546 million, respectively.

Omnibus Agreement

The Plains Entities entered into an Omnibus Agreement on November 15, 2016, which provides for, among other things, the following:

•that we will pay all direct or indirect expenses of any of the PAGP Entities, other than income taxes, including, but not limited to, (i) compensation for the directors of PAGP GP, (ii) director and officer liability insurance, (iii) listing exchange fees, (iv) investor relations expenses and (v) fees related to legal, tax, financial advisory and accounting services. Amounts paid on behalf of the PAGP Entities during the years ended December 31, 2025, 2024 and 2023 were not material;

•the ability of PAGP to issue additional Class A shares and use the net proceeds therefrom to purchase a like number of AAP units from AAP, and the corresponding ability of AAP to use the net proceeds therefrom to purchase a like number of our common units from us; and

•the ability of PAGP to lend proceeds of any future indebtedness incurred by it to AAP, and AAP’s corresponding ability to lend such proceeds to us, in each case on substantially the same terms as incurred by PAGP.
Promissory Notes with our General Partner

During the three years ended December 31, 2025, we and certain Plains entities have issued promissory notes to facilitate financing as follows:

Related Party Notes Payable (1)
Issuance Date
Holder
Face Value (in millions)
Maturity
Interest Rate per Annum
Interest Payable
February 2025 note payable (2)
February 2025
PAGP
CAD$473 (approximately $330)
June 2035
5.75%
Semi-annually
July 2024 note payable (2)
July 2024
PAGP
CAD$865 (approximately $629)
September 2034
6.50%Semi-annually
March 2023 note payable (3)
March 2023
PAGP
CAD$500 (approximately $370)
April 2027
8.25%Semi-annually
Related Party Notes Receivable (1)
Issuance Date
Issuer
Face Value (in millions)
Maturity
Interest rate per Annum
Interest Payable
February 2025 note receivable (2)
February 2025
PAGP
CAD$473 (approximately $330)
June 2035
5.75%
Semi-annually
July 2024 note receivable (2)
July 2024
PAGP
CAD$865 (approximately $629)
September 2034
6.50%Semi-annually
March 2023 note receivable (3)
March 2023
PAGP
CAD$500 (approximately $370)
April 2027
8.25%Semi-annually
(1)We determined the interest rates for the related party notes in accordance with the arm’s-length principle set forth in the OECD’s Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (the “OECD Guidelines”), issued January 20, 2022, and the transfer pricing provisions of Section 247 of Canada’s Income Tax Act.
(2)A consolidated subsidiary issued an unsecured promissory note to PAGP. Concurrently, PAGP issued an unsecured promissory note to us for the same face value amounts. We received cash from PAGP of approximately $330 million and $629 million in connection with the related party notes issued in February 2025 and July 2024, respectively, which are reflected in “Proceeds from the issuance of related party notes” (a component of cash flows from financing activities), and we paid equal and offsetting amounts of cash to PAGP, which are reflected in “Investments in related party notes” (a component of cash flows from investing activities) on our Consolidated Statement of Cash Flows.
(3)We assigned PAGP our interest in an existing unsecured promissory note due from a consolidated subsidiary. Concurrently, PAGP issued an unsecured promissory note to us for the same face value amount.

Accrued and unpaid interest receivable/payable was $30 million and $27 million as of December 31, 2025 and 2024, respectively. Interest income/expense on the related party notes totaled $87 million, $48 million and $25 million for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025 and 2024, our outstanding related party notes receivable and related party notes payable balances were as follows (in millions):

December 31,
2025		December 31,
2024
Related party notes receivable (1)
$1,339 $948 
Related party notes payable (1)
$1,339 $948 
(1)We have elected to present our related party notes with the same counterparty on a net basis on our Consolidated Balance Sheets because there is a legal right to offset and we intend to offset with the counterparty.
Transactions with Other Related Parties

Our other related parties include entities in which we hold investments and account for under the equity method of accounting (see Note 9 for information regarding such entities). During the three years ended December 31, 2025, we recognized sales and transportation revenues, purchased petroleum products and utilized transportation and storage services from our related parties. These transactions were conducted at posted tariff rates or prices that we believe approximate market.

The impact to our Consolidated Statements of Operations from these transactions is included below (in millions):

Year Ended December 31,
202520242023
Revenues from related parties
$49 $46 $48 
Purchases and related costs from related parties
$358 $400 $404 

Our receivable and payable amounts with these related parties as reflected on our Consolidated Balance Sheets were as follows (in millions):

December 31,
20252024
Trade accounts receivable and other receivables, net from related parties (1)
$49 $40 
Trade accounts payable to related parties (1) (2)
$64 $66 
(1)Primarily includes amounts related to transportation and storage services.
(2)We have agreements to store crude oil at facilities and transport crude oil or utilize capacity on pipelines that are owned by equity method investees. A portion of our commitment to transport is supported by crude oil buy/sell or other agreements with third parties with commensurate quantities.