Asset Transaction, Financial Obligation (Form 8-K)

On October 31, 2025, pursuant to that certain definitive Purchase and Sale Agreement (the "PSA") entered into on August 30, 2025 by and among a wholly-owned subsidiary (the "Buyer") of Plains All American Pipeline, L.P. ("PAA" or the "Registrant"), and subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the "Sellers"), 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 owns and operates the EPIC Crude Oil Pipeline (the "EPIC Pipeline"), and an aggregate 55% of the membership interests in EPIC Crude Holdings GP, LLC ("EPIC GP"), the general partner of EPIC Crude Holdings, for a purchase price of approximately $1.57 billion, inclusive of approximately $600 million of debt under the EPIC Term Loan (as defined below) (the "EPIC 55% Transaction"). The purchase price is subject to certain post-closing adjustments, and Buyer has also agreed to a potential earnout payment of approximately $193 million should an expansion of the EPIC Pipeline to a capacity of at least 900,000 barrels per day be formally sanctioned before the end of 2027. PAA has agreed to guaranty certain of the Buyer's obligations under the PSA. The PSA contains customary representations, warranties, covenants and termination provisions, as well as mutual indemnification provisions for breaches of certain of the representations, warranties and covenants in the PSA, subject to certain limitations.

Effective November 1, 2025, in a separate transaction from the EPIC 55% Transaction, 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") among Buyer and the Ares Seller, for a purchase price of approximately $1.33 billion, inclusive of approximately $500 million of debt under the EPIC Term Loan (as defined below) (the "EPIC 45% Transaction," and, together with the EPIC 55% Transaction, the "Transactions"). The purchase price is subject to certain post-closing adjustments, and Buyer has agreed to a potential earnout payment of up to approximately $157 million depending on the timing and amount of incremental expansion capacity up to 300,000 barrels per day in excess of 650,000 barrels per day that is sanctioned before the end of 2028. PAA has agreed to guaranty certain of the Buyer's obligations under the EPA. The EPA contains customary representations, warranties and covenants , as well as mutual indemnification provisions for breaches of certain of the representations, warranties and covenants in the EPA, subject to certain limitations.

As a result of the Transactions, PAA now indirectly owns 100% of the equity interests in EPIC Crude Holdings and 100% of the membership interests in EPIC GP and will serve as operator of record of the EPIC Pipeline.

The EPIC Pipeline provides long-haul crude oil takeaway from the Permian and Eagle Ford basins to the Gulf Coast market at Corpus Christi. EPIC Crude Holdings' assets include approximately 800 miles of long-haul pipelines (including the EPIC Pipeline), capacity of over 600,000 barrels per day with low-cost expansion capabilities, approximately 7 million barrels of operational storage, and over 200,000 barrels per day of export capacity.

The foregoing descriptions of the PSA and EPA do not purport to be complete and are qualified in their entirety by reference to the full text of the PSA and the EPA, respectively. Copies of the PSA and the EPA are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

As a result of the Transactions, PAA indirectly holds all equity interests in EPIC Crude Holdings and EPIC Crude Services, LP (the "Borrower"), which are parties to that certain Credit Agreement, dated as of October 15, 2024 (as amended, the "EPIC Credit Agreement"), by and among EPIC Crude Holdings, the Borrower, Goldman Sachs Bank USA, as administrative and collateral agent, and the lenders and letters of credit issuers party thereto from time to time.

The EPIC Credit Agreement provides for a $1.2 billion term loan (the "EPIC Term Loan") and a $125.0 million revolving credit facility (the "EPIC Revolver"). As of November 1, 2025, there were approximately $1.1 billion of borrowings outstanding under the EPIC Term Loan and no borrowings outstanding under the EPIC Revolver. The EPIC Term Loan and the EPIC Revolver have scheduled maturity dates of October 15, 2031 and 2029, respectively, subject to certain extensions and other terms and conditions set forth in the EPIC Credit Agreement. PAA does not guarantee the obligations under the EPIC Credit Agreement. The obligations under the EPIC Credit Agreement are guaranteed by, and secured by substantially all assets of, EPIC Crude Holdings, the Borrower and their subsidiaries.