Net Income Per Class A Share

6 Months Ended

Jun. 30, 2025

Basic net income per Class A share is determined by dividing net income attributable to PAGP from continuing operations and net income attributable to PAGP from discontinued operations by the weighted average number of Class A shares outstanding during the period. Our Class B and Class C shares do not share in the earnings of the Partnership; accordingly, basic and diluted net income per Class B and Class C share has not been presented.

Diluted net income per Class A share is determined by dividing net income attributable to PAGP from continuing operations and net income attributable to PAGP from discontinued operations by the diluted weighted average number of Class A shares outstanding during the period. For purposes of calculating diluted net income per Class A share, both the net income attributable to PAGP and the diluted weighted average number of Class A shares outstanding consider the impact of possible future exchanges of AAP units and the associated Class B shares into our Class A shares. In addition, the calculation of the diluted weighted average number of Class A shares outstanding considers the effect of potentially dilutive awards under the Plains GP Holdings, L.P. Long-Term Incentive Plan (the “PAGP LTIP”).

Exchanges of potentially dilutive AAP units are assumed to have occurred at the beginning of the period and the incremental income attributable to PAGP resulting from the assumed exchanges is representative of the incremental income that would have been attributable to PAGP if the assumed exchanges occurred on that date. See Note 11 to our Consolidated Financial Statements included in Part IV of our 2024 Annual Report on Form 10-K for information regarding exchanges of AAP units. PAGP LTIP awards that are deemed to be dilutive are reduced by a hypothetical share repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by the FASB. See Note 17 to our Consolidated Financial Statements included in Part IV of our 2024 Annual Report on Form 10-K for information regarding PAGP LTIP awards.

On a weighted-average basis, the possible exchange of 35 million AAP units was dilutive to net income per Class A share from discontinued operations for both the six months ended June 30, 2025 and the three months ended June 30, 2024. The possible exchange did not result in dilution for net income per Class A share from discontinued operations for the three months ended June 30, 2025 and the six months ended June 30, 2024. The possible exchange did not result in dilution for net income per Class A share from continuing operations for any of the periods presented. Accordingly, the effect of the possible exchange of AAP units is included in the computation of diluted net income per share for discontinued operations for these periods and excluded from the calculation for all others. For each of the three and six months ended June 30, 2025 and 2024, our PAGP LTIP awards were also dilutive and are included in the calculation of diluted weighted average Class A shares outstanding, as applicable.

The following table sets forth the computation of basic and diluted net income per Class A share (in millions, except per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Basic Net Income per Class A Share
Net income attributable to PAGP from continuing operations	$	10	$	30	$	56	$	69

Net income attributable to PAGP from discontinued operations	$	20	$	9	$	58	$	12

Basic weighted average Class A shares outstanding	198		197		198		197

Basic Net Income per Class A Share:
Continuing operations	$	0.05	$	0.15	$	0.29	$	0.35
Discontinued operations	0.10		0.05		0.29		0.06
Basic net income per Class A share	$	0.15	$	0.20	$	0.58	$	0.41

Diluted Net Income per Class A Share
Net income attributable to PAGP from continuing operations	$	10	$	30	$	56	$	69



Net income attributable to PAGP from discontinued operations	$	20	$	9	$	58	$	12
Incremental net income attributable to PAGP resulting from assumed exchange of AAP Management Units	—		1		8		—
Net income attributable to PAGP from discontinued operations including incremental net income from assumed exchange of AAP Management Units	$	20	$	10	$	66	$	12

Basic weighted average Class A shares outstanding	198		197		198		197
Dilutive shares resulting from assumed exchange of AAP Management Units	—		35		35		—
Diluted weighted average Class A shares outstanding	198		232		233		197

Diluted Net Income per Class A Share:
Continuing operations	$	0.05	$	0.15	$	0.29	$	0.35
Discontinued operations	0.10		0.04		0.28		0.06
Diluted net income per Class A share	$	0.15	$	0.19	$	0.57	$	0.41