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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2026
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 001-38048
Kinetik Logo.jpg
KINETIK HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware81-4675947
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
2700 Post Oak Blvd, Suite 300
Houston, Texas 77056
(Address of principal executive offices)
(Zip Code)

(713) 621-7330
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par valueKNTKNew York Stock Exchange
NYSE Texas
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of registrant’s Class A Common Stock, par value $0.0001 per share issued and outstanding as of October 30, 2026
82,464,974 
Number of shares of registrant’s Class C Common Stock, par value $0.0001 per share issued and outstanding as of October 30, 2026
79,936,866 

Table of Contents
TABLE OF CONTENTS

 
Item Page
PART I — FINANCIAL INFORMATION
1.
2.
3.
4.
PART II — OTHER INFORMATION
1.
1A.
2.
5.
6.
i
Table of Contents
GLOSSARY OF TERMS
The following are abbreviations and definitions of certain terms which may be used in this Quarterly Report on Form 10-Q (“Quarterly Report”) and certain terms which are commonly used in the exploration, production and midstream sectors of the oil and natural gas industry:
•ASC. Accounting Standards Codification
•ASU. Accounting Standards Updates
•Barilla Draw. Barilla Draw Gathering, LLC, a Delaware limited liability company
•Bbl. One stock tank barrel of 42 United States (“U.S.”) gallons liquid volume used herein in reference to crude oil, condensate or natural gas liquids
•Bcf. One billion cubic feet
•Bcf/d. One Bcf per day
•Breviloba. Breviloba, LLC, a Texas limited liability company
•Btu. One British thermal unit, which is the quantity of heat required to raise the temperature of a one-pound mass of water by one-degree Fahrenheit
•CODM. Chief Operating Decision Maker
•Delaware Basin. Located on the western section of the Permian Basin. The Delaware Basin covers a 6.4-million-acre area
•Durango. Durango Permian LLC and its wholly owned subsidiaries
•Durango Acquisition. The Partnership’s acquisition of all the membership interests of Durango from Durango Seller pursuant to the Durango MIPA, which closed on June 24, 2024, for an adjusted purchase price of approximately $785.7 million
•Durango MIPA. The Membership Interest Purchase Agreement, dated May 9, 2024, by and among the Company, the Partnership and Durango Seller
•Durango Seller. Durango Midstream LLC, an affiliate of Morgan Stanley Equity Partners
•EBITDA. Earnings before interest, taxes, depreciation, and amortization
•EMI or EMIs. Equity Method Investment(s)
•EPIC. Epic Crude Holdings, LP, a Delaware limited partnership
•FASB. Financial Accounting Standards Board
•FOMC. Federal Open Market Committee
•GAAP. United States Generally Accepted Accounting Principles
•Kings Landing Project. The Kings Landing gas processing complex in Eddy County, New Mexico, which was placed into service in September 2025.
•MBbl. One thousand barrels of crude oil, condensate or NGLs
•MBbl/d. One MBbl per day
•Mcf. One thousand cubic feet of natural gas
•Mcf/d. One Mcf per day
•MMBtu. One million British thermal units
•MMcf. One million cubic feet of natural gas
•MMcf/d. One MMcf per day
•MVC. Minimum volume commitments
•NGL or NGLs. Natural gas liquids. Hydrocarbons found in natural gas, which may be extracted as liquefied petroleum gas and natural gasoline
•Permian Gathering. RC Permian Gathering, LLC, a Delaware limited liability company
•PHP. Permian Highway Pipeline, LLC, a Delaware limited liability company
•Throughput. The volume of crude oil, natural gas, NGLs, water and refined petroleum products transported or passing through a pipeline, plant, terminal or other facility during a particular period
•SEC. United States Securities and Exchange Commission
•Shin Oak. Shin Oak NGL Pipeline
•SOFR. Secured Overnight Financing Rate
ii
Table of Contents
FORWARD-LOOKING STATEMENTS AND RISKS
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this Quarterly Report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans, and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “continue,” “seek,” “guidance,” “might,” “outlook,” “possibly,” “potential,” “prospect,” “should,” “would,” or similar terminology, but the absence of these words does not mean that a statement is not forward-looking. Although we believe that the expectations reflected in such forward-looking statements are reasonable under the circumstances, we can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, assumptions about:
•our ability to integrate operations or realize any anticipated benefits, savings or growth of business combinations. See Note 2 — Business Combinations in the Notes to our Condensed Consolidated Financial Statements set forth in this Form 10-Q;
•the market prices of oil, natural gas, NGLs, and other products or services;
•competition from other pipelines, terminals or other forms of transportation and competition from other service providers for gathering system capacity and availability;
•production rates, throughput volumes, reserve levels and development success of dedicated oil and gas fields;
•our future financial condition, results of operations, liquidity, compliance with debt covenants and competitive position;
•our future revenues, cash flows and expenses;
•our access to capital and our anticipated liquidity;
•our future business strategy and other plans and objectives for future operations;
•the amount, nature and timing of our future capital expenditures, including future development costs;
•the risks associated with potential acquisitions, divestitures, new joint ventures or other strategic opportunities;
•the risks associated with the construction of midstream infrastructure, including delays and cost overruns;
•the recruitment and retention of our officers and personnel;
•the likelihood of success and impact of litigation and other proceedings, including regulatory proceedings;
•our assessment of our counterparty risk and the ability of our counterparties to perform their future obligations;
•the impact of federal, state and local political, regulatory and environmental developments where we conduct our business operations;
•the changes in the U.S. and foreign trade policy and the impact of tariffs on our business and results of operations;
•the occurrence of an extreme weather event, terrorist attack or other event that materially impacts project construction and our operations, including cyber or other operational electronic systems;
•our ability to successfully implement, execute and achieve our sustainability goals and initiatives;
•the realizability and valuation allowance assessment of our net deferred tax asset position;
•general economic and political conditions, including prevailing interest rates, inflationary conditions, global geopolitical conflicts and
•other factors disclosed in “Part I, Item 1A. — Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026.
iii
Table of Contents
Other factors or events that could cause the actual results of Kinetik Holdings, Inc. (the “Company” or “Kinetik”) to differ materially from the Company’s expectations may emerge from time to time, and it is not possible for the Company to predict all such factors or events. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. All forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, the Company disclaims any obligation to update or revise its forward-looking statements, whether based on changes in internal estimates or expectations, new information, future developments or otherwise.
iv
Table of Contents
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands, except per share data)
Operating revenues:
Service revenue$116,576 $103,338 $297,239 $343,918 
Product revenue447,923 357,608 1,250,956 981,703 
Other revenue4,902 3,023 12,622 8,349 
Total operating revenues
569,401 463,969 1,560,817 1,333,970 
Operating costs and expenses:
Cost of sales (excluding depreciation and amortization expenses)(1) (2)
300,330 235,391 726,646 615,452 
Operating expenses71,634 76,137 213,857 207,785 
Ad valorem taxes7,524 7,099 24,692 20,449 
General and administrative expenses22,379 30,096 92,840 91,932 
Depreciation and amortization expenses103,803 95,409 308,967 281,845 
(Gain) loss on disposal of assets, net(7)50 (62)(15)
Total operating costs and expenses505,663 444,182 1,366,940 1,217,448 
Operating income63,738 19,787 193,877 116,522 
Other income (expense):
Interest and other income195 303 659 3,820 
Loss on debt extinguishment— — — (635)
Interest expense(54,709)(61,721)(162,250)(173,949)
Equity in earnings of unconsolidated affiliates47,225 58,289 155,796 174,472 
Total other income (expense), net(7,289)(3,129)(5,795)3,708 
 Income before income taxes56,449 16,658 188,082 120,230 
Income tax expense5,527 1,109 19,172 11,003 
Net income including noncontrolling interest50,922 15,549 168,910 109,227 
Net income attributable to Common Unit limited partners28,834 10,284 98,950 74,187 
Net income attributable to holders of Class A Common Stock$22,088 $5,265 $69,960 $35,040 
Net income attributable to holders of Class A Common Stock, per share
Basic$0.26 $0.03 $0.88 $0.41 
Diluted$0.26 $0.03 $0.87 $0.41 
Weighted-average shares
Basic79,947 61,866 73,717 61,256 
Diluted81,008 62,428 74,896 62,120 
(1)Cost of sales (excluding depreciation and amortization) is net of gas service revenues totaling $101.1 million and $88.3 million for the three months ended September 30, 2026 and 2025, respectively, and $314.0 million and $224.1 million for the nine months ended September 30, 2026 and 2025, respectively, for certain volumes where we function as principal.
(2)Includes amounts associated with related parties of $6.6 million and $6.6 million for the three months ended September 30, 2026 and 2025, respectively, and $22.0 million and $18.3 million for the nine months ended September 30, 2026 and 2025, respectively.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30,December 31,
20262025
(In thousands, except shares data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$7,024 $3,951 
Accounts receivable, net of allowance for credit losses of $1,000 in 2026 and 2025
140,867 85,276 
Accounts receivable pledged225,000 165,200 
Derivative assets15,500 13,906 
Prepaid and other current assets40,415 33,703 
428,806 302,036 
NONCURRENT ASSETS:
Property, plant and equipment, net4,022,232 3,866,236 
Intangible assets, net465,451 553,230 
Derivative assets2,780 1,467 
Operating lease right-of-use assets41,634 71,147 
Deferred tax assets287,075 197,702 
Deferred charges and other assets83,621 89,991 
Investments in unconsolidated affiliates1,961,526 2,008,725 
Goodwill5,077 5,077 
6,869,396 6,793,575 
Total assets$7,298,202 $7,095,611 
LIABILITIES, NONCONTROLLING INTEREST AND EQUITY
CURRENT LIABILITIES:
Accounts payable$13,514 $42,067 
Accrued expenses354,450 172,050 
Derivative liabilities22,712 5,506 
Current portion of operating lease liabilities28,884 43,614 
Current debt obligations225,000 165,200 
Other current liabilities23,709 12,064 
668,269 440,501 
NONCURRENT LIABILITIES
Long-term debt, net3,704,022 3,627,720 
Contract liabilities35,037 30,959 
Operating lease liabilities13,867 29,033 
Derivative liabilities2,278 — 
Other liabilities407 14,717 
Deferred tax liabilities22,469 22,299 
3,778,080 3,724,728 
Total liabilities4,446,349 4,165,229 
COMMITMENTS AND CONTINGENCIES (Note 16)
Redeemable noncontrolling interest — Common Unit limited partners4,207,024 3,495,762 
EQUITY:
Class A Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 80,459,324 and 64,080,915 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively
8 6 
Class C Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 81,936,866 and 97,557,604 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively
8 10 
Additional paid-in capital367,639 240,725 
Accumulated deficit(1,722,826)(806,121)
Total equity(1,355,171)(565,380)
Total liabilities, noncontrolling interest and equity$7,298,202 $7,095,611 
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
20262025
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income including noncontrolling interest$168,910 $109,227 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expenses308,967 281,845 
Amortization of deferred financing costs5,889 5,892 
Amortization of contract cost assets6,058 5,054 
Contingent liability fair value adjustment— 5,700 
Distributions from unconsolidated affiliates203,426 205,204 
Derivative settlements(23,746)626 
Derivative fair value adjustments40,323 (14,389)
Gain on disposal of assets, net(62)(15)
Equity in earnings of unconsolidated affiliates(155,796)(174,472)
Loss on debt extinguishment— 635 
Share-based compensation39,074 44,577 
Deferred income taxes19,170 10,494 
Changes in operating assets and liabilities:
Accounts and pledged receivable(115,391)(3,822)
Other assets(7,835)(16,057)
Accounts payable(29,348)(13,426)
Accrued liabilities169,441 23,419 
Other non-current liabilities(14,310)22,614 
Operating leases(383)924 
Net cash provided by operating activities614,387 494,030 
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment expenditures(325,798)(358,354)
Intangible asset expenditures(21,973)(30,879)
Investments in unconsolidated affiliates(431)(1,206)
Distributions from unconsolidated affiliates— 2,853 
Cash proceeds from disposal of assets126 137 
Net cash paid for acquisition— (175,481)
Net cash used in investing activities(348,076)(562,930)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under A/R Facility83,900 88,200 
Payments on A/R Facility(24,100)(49,800)
Proceeds from borrowings on long-term debt— 1,400,000 
Payments on long-term debt— (1,000,000)
Payments of debt issuance costs, net(152)(10,860)
Payments of debt discount, net— (1,200)
Proceeds from revolving line of credit438,000 1,462,000 
Payments on revolving line of credit(366,000)(1,269,000)
Cash dividends paid to Class A Common Stock shareholders(176,404)(143,521)
Distributions paid to Class C Common Unit limited partners(218,482)(230,234)
Repurchases of Class A Common Stock— (172,554)
Net cash (used in) provided by financing activities(263,238)73,031 
Net change in cash3,073 4,131 
CASH, BEGINNING OF PERIOD3,951 3,606 
CASH, END OF PERIOD$7,024 $7,737 
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
20262025
(In thousands)
SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES
Cash paid for interest, net of amounts capitalized$125,786 $128,154 
Cash paid for income taxes, net
$— $3,643 
Property and equipment and intangible accruals in accounts payable and accrued liabilities$61,411 $44,977 
Right-of-use assets obtained in exchange for lease liabilities
$2,587 $34,735 
Class A Common Stock issued through dividend and distribution reinvestment plan$1,602 $1,137 
Fair value of assets acquired in business combinations
$— $191,133 
Cash consideration paid
— 175,481 
Liabilities assumed
$— $15,652 


The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS
(UNAUDITED)



Redeemable Noncontrolling Interest — Common Unit Limited PartnersClass A
Common Stock		Class C
Common Stock		Additional Paid-in CapitalAccumulated DeficitTreasury
Stock
Total Equity
Deferred Consideration
SharesAmountSharesAmountSharesAmount
(In thousands)
For the Three Months Ended September 30, 2025
Balance at June 30, 2025$4,376,104 63,545 $6 92,777 $9 7,680 $1 $288,295 $(1,781,415)$(72,554)$(1,565,658)
Issuance of deferred consideration for Durango Acquisition— — — 7,680 1 (7,680)(1)— — — $— 
Redemption of Common Units(127,895)2,900 — (2,900)— — — 127,895 — — $127,895 
Issuance of common stock through dividend and distribution reinvestment plan— 9 — — — — — 413 — — 413 
Repurchase of Class A Common Stock— (2,372)— — — — — — — (100,000)(100,000)
Retirement of treasury stock— — — — — — — — (172,554)172,554 — 
Share-based compensation— 24 — — — — — 14,229 — — 14,229 
Net income10,284 — — — — — — — 5,265 — 5,265 
Change in redemption value of noncontrolling interests220,746 — — — — — — (220,746)— — (220,746)
Recognition of deferred tax asset— — — — — — — 11,893 — — 11,893 
Distributions paid to Common Unit limited partners(78,357)— — — — — — — — — — 
Dividends on Class A Common Stock ($0.78 per share)
— — — — — — — — (48,977)— (48,977)
Balance at September 30, 2025$4,400,882 64,106 $6 97,557 $10 — $— $221,979 $(1,997,681)$— $(1,775,686)
For the Three Months Ended September 30, 2026
Balance at June 30, 2026$4,097,184 78,938 $8 83,437 $8 — $— $494,989 $(1,680,147)$— $(1,185,142)
Redemption of Common Units(74,886)1,500 — (1,500)— — — 74,886 — — 74,886 
Issuance of common stock through dividend and distribution reinvestment plan— 9 — — — — — 515 — — 515 
Share-based compensation— 12 — — — — — 9,346 — — 9,346 
Net income 28,834 — — — — — — — 22,088 — 22,088 
Change in redemption value of noncontrolling interest223,476 — — — — — — (223,476)— — (223,476)
Recognition of deferred tax asset— — — — — — — 11,379 — — 11,379 
Distributions paid to Common Unit limited partners(67,584)— — — — — — — — — — 
Dividends on Class A Common Stock ($0.81 per share)
— — — — — — — — (64,767)— (64,767)
Balance at September 30, 2026$4,207,024 80,459 $8 81,937 $8 — $— $367,639 $(1,722,826)$— $(1,355,171)

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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS
(UNAUDITED)


Redeemable Noncontrolling Interest — Common Unit Limited PartnersClass A
Common Stock		Class C
Common Stock		Additional Paid-in CapitalAccumulated DeficitTreasury
Stock
Total Equity
Deferred Consideration
SharesAmountSharesAmountSharesAmount
(In thousands)
For the Nine Months Ended September 30, 2025
Balance at December 31, 2024$5,955,662 59,930 $6 97,783 $9 7,680 $1 $— $(2,976,612)$— $(2,976,596)
Issuance of deferred consideration for Durango Acquisition— — — 7,680 1 (7,680)(1)— — — $— 
Redemption of Common Units(358,376)7,906 — (7,906)— — — 358,376 — — $358,376 
Issuance of common stock through dividend and distribution reinvestment plan— 22 — — — — — 1,137 — — 1,137 
Repurchase of Class A Common Stock— (4,025)— — — — — — — (172,554)(172,554)
Retirement of treasury stock— — — — — — — — (172,554)172,554 — 
Share-based compensation— 273 — — — — — 44,577 — — 44,577 
Net income 74,187 — — — — — — — 35,040 — 35,040 
Change in redemption value of noncontrolling interest(1,040,339)— — — — — — (220,746)1,261,085 — 1,040,339 
Recognition of deferred tax asset— — — — — — — 38,635 — — 38,635 
Distributions paid to Common Unit limited partners(230,252)— — — — — — — — — — 
Dividends on Class A Common Stock ($2.34 per share)
— — — — — — — — (144,640)— (144,640)
Balance at September 30, 2025$4,400,882 64,106 $6 97,557 $10 — $— $221,979 $(1,997,681)$— $(1,775,686)
For the Nine Months Ended September 30, 2026
Balance at December 31, 2025$3,495,762 64,081 $6 97,558 $10 — $— $240,725 $(806,121)$— $(565,380)
Redemption of Common Units(740,181)15,621 2 (15,621)(2)— — 740,181 — — 740,181 
Issuance of common stock through dividend and distribution reinvestment plan— 31 — — — — — 1,602 — — 1,602 
Share-based compensation— 726 — — — — — 39,074 — — 39,074 
Net income 98,950 — — — — — — — 69,960 — 69,960 
Change in redemption value of noncontrolling interest1,570,993 — — — — — — (762,316)(808,677)— (1,570,993)
Recognition of deferred tax asset— — — — — — — 108,373 — — 108,373 
Distributions paid to Common Unit limited partners(218,500)— — — — — — — — — — 
Dividends on Class A Common Stock ($2.43 per share)
— — — — — — — — (177,988)— (177,988)
Balance at September 30, 2026$4,207,024 80,459 $8 81,937 $8 — $— $367,639 $(1,722,826)$— $(1,355,171)
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KINETIK HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
These Condensed Consolidated Financial Statements have been prepared by Kinetik Holdings Inc. (the “Company”), without audit, pursuant to the rules and regulations of the SEC. They reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for interim periods, on a basis consistent with the annual audited financial statements, with the exception of recently adopted accounting pronouncements. All such adjustments are of a normal recurring nature. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. This Quarterly Report should be read along with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026.

1.    THE ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company is a holding company, whose only significant assets are ownership of the non-economic general partner interest and an approximate 50% limited partner interest in Kinetik Holdings LP, a Delaware limited partnership (the “Partnership”). As the owner of the non-economic general partner interest in the Partnership, the Company is responsible for all operational, management and administrative decisions related to, and consolidates the results of, the Partnership and its subsidiaries.
The Company provides comprehensive gathering, produced water disposal, transportation, compression, processing and treating services necessary to bring natural gas, NGLs and crude oil to market. Additionally, the Company owns equity interests in two separate Permian Basin pipeline entities that have access to various markets along the U.S. Gulf Coast and Mexico.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. Certain reclassifications of prior year balances have been made to conform such amounts to the current year’s presentation. These reclassifications have no impact on net income. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year; accordingly, you should read these Condensed Consolidated Financial Statements in conjunction with our Consolidated Financial Statements and related notes included in our 2025 Annual Report on Form 10-K. All intercompany balances and transactions have been eliminated in consolidation.
Significant Accounting Policies
The accounting policies that we follow are set forth in Note 2—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. There were no significant updates or revisions to our accounting policies during the three and nine months ended September 30, 2026.
Transactions with related parties
The Company incurs cost of sales with two of its EMI pipeline entities, PHP and Breviloba. The Company pays a demand fee to PHP and pays a capacity fee to Breviloba for certain volumes moving on Shin Oak. For the three and nine months ended September 30, 2026, the Company recorded cost of sales of $6.6 million and $22.0 million, respectively, with these affiliates. For the three and nine months ended September 30, 2025, the Company recorded cost of sales of $6.6 million and $18.3 million, respectively, with these affiliates.
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses (“ASU 2024-03”). In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 and ASU 2025-01 require a public business entity
7

to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the effect that ASU 2024-03 and ASU 2025-01 will have on the disclosures within its Consolidated Financial Statements, including evaluation of disclosure requirements and identification of the expense categories and underlying data that will be necessary to comply with the new guidance.
In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements (“ASU 2025‑11”), which clarifies and reorganizes the guidance in Topic 270 to improve navigability of the guidance and ensure consistent application of interim reporting requirements. ASU 2025‑11 is effective for public business entities for interim periods within annual periods beginning after December 15, 2027. Entities may apply the amendments prospectively or retrospectively. The Company is currently evaluating the effect that ASU 2025‑11 will have on future interim reporting disclosures.

In December 2025, the FASB issued ASU 2025‑12, Codification Improvements (“ASU 2025-12”), as part of its ongoing project to address technical corrections, clarify guidance, and improve the usability of the ASC. ASU 2025‑12 is effective for all entities for annual periods beginning after December 15, 2026, including interim periods within those annual periods, with adoption applied prospectively. The Company is currently evaluating the effect of ASU 2025-12 on the Consolidated Financial Statements, including identifying potential provisions within the guidance that could be applicable to the Company and evaluating the related disclosure and reporting requirements. The Company expects to adopt the amendments when they become effective.

2.    BUSINESS COMBINATIONS
For acquired businesses, we recognize the identifiable assets acquired and the liabilities assumed at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Determining the fair value of these items requires management’s judgment and the utilization of an independent valuation specialist, if applicable, and involves the use of significant estimates and assumptions.
Barilla Draw Acquisition
In the first quarter of 2025, the Company completed a bolt-on acquisition with Permian Resources Corporation to acquire all issued and outstanding membership interests of its wholly owned subsidiaries, Permian Gathering and Barilla Draw (the “Barilla Draw Acquisition”) for $175.5 million of cash consideration. Assets acquired consisted of natural gas and crude gathering pipelines and compression equipment of $165.0 million, intangible right-of-way assets of $10.5 million and operating lease right of use assets of $15.7 million. The acquired net assets were included in the Midstream Logistics segment. This transaction was accounted for as a business combination in accordance with ASC 805 Business Combinations.

3.    REVENUE RECOGNITION
Disaggregation of Revenue
The following table presents a disaggregation of the Company’s revenue:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands)
Gathering and processing services$116,576 $103,338 $297,239 $343,918 
Natural gas, NGLs and condensate sales447,923 357,608 1,250,956 981,703 
Other revenue4,902 3,023 12,622 8,349 
   Total revenues$569,401 $463,969 $1,560,817 $1,333,970 
There have been no significant changes to the Company’s contracts with customers during the three and nine months ended September 30, 2026. The Company recognized $0.3 million and $4.6 million in revenues from MVC deficiency payments for the three and nine months ended September 30, 2026, respectively, and $0.2 million and $1.0 million for the three and nine months ended September 30, 2025, respectively.
8

Remaining Performance Obligations
The following table presents our estimated revenue from contracts with customers for remaining performance obligations that have not yet been recognized, representing our contractually committed revenues as of September 30, 2026:
Amount
Fiscal Year(In thousands)
Remaining 2026$2,108 
202752,083 
202878,753 
202978,601 
203093,987 
Thereafter113,267 
$418,799 
Our contractually committed revenue, for the purposes of the table above, is limited to customer contracts that have fixed pricing and fixed volume terms and conditions, including contracts with payment obligations associated with MVCs.
Contract Liabilities
The following table provides information about contract liabilities from contracts with customers as of September 30, 2026:
Amount
(In thousands)
Balance at December 31, 2025$36,632 
Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied(7,555)
Cash received in advance and not recognized as revenue12,029 
Balance at September 30, 202641,106 
Less: Current portion6,069 
Non-current portion$35,037 
Contract liabilities relate to payments received in advance of satisfying performance obligations under a contract, which result from contribution in aid of construction payments. Current and noncurrent contract liabilities are included in “Other Current Liabilities” and “Contract Liabilities,” respectively, in the Condensed Consolidated Balance Sheets.
Contract Cost Assets
The Company has capitalized certain costs incurred to obtain a contract or additional contract dedicated acreage or volumes that would not have been incurred if the contract or associated acreage and volumes had not been obtained. As of September 30, 2026 and December 31, 2025, the Company had contract cost assets of $64.5 million and $61.6 million, respectively. Current and noncurrent contract cost assets are included in “Prepaid and Other Current Assets” and “Deferred Charges and Other Assets,” respectively, in the Condensed Consolidated Balance Sheets. The Company amortizes these assets as cost of sales on a straight-line basis over the life of the associated long-term customer contract. The Company recognized cost of sales associated with these assets of $2.1 million and $1.7 million for the three months ended September 30, 2026 and 2025, respectively, and $6.1 million and $5.1 million for the nine months ended September 30, 2026 and 2025, respectively.

9

4.    PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, at carrying value, is as follows:
September 30,December 31,
20262025
(In thousands)
Gathering, processing, and transmission systems and facilities$4,950,977 $4,741,741 
Vehicles17,364 19,802
Computers and equipment11,947 12,509
Less: accumulated depreciation(1,236,385)(1,048,589)
Total depreciable assets, net3,743,903 3,725,463 
Construction in progress218,964 105,219
Land59,365 35,554 
Total property, plant, and equipment, net$4,022,232 $3,866,236 
The cost of property classified as “Construction in progress” is excluded from capitalized costs being depreciated. These amounts represent property that is not yet available to be placed into productive service as of the respective reporting date. The Company recorded $67.3 million and $58.4 million of depreciation expense for the three months ended September 30, 2026 and 2025, respectively, and $199.4 million and $177.5 million for the nine months ended September 30, 2026 and 2025, respectively. There were no impairment triggering events for property, plant and equipment during the three and nine months ended September 30, 2026 and 2025.

5.    INTANGIBLE ASSETS, NET
Intangible assets, net, are comprised of the following:
September 30, 2026December 31, 2025
(In thousands)Gross AmountAccumulated Amortization NetGross AmountAccumulated AmortizationNet
Customer contracts$1,242,292 $(916,918)$325,374 $1,276,009 $(862,508)$413,501 
Right-of-way assets245,569 (105,492)140,077 238,876 (99,147)139,729 
Total $1,487,861 $(1,022,410)$465,451 $1,514,885 $(961,655)$553,230 
As of September 30, 2026, the remaining customer contract amortization terms range from two months to fifteen years with weighted average amortization periods of approximately seven years and the right-of-way assets remaining amortization terms range from ten months to thirteen years with weighted average amortization periods of approximately six years. The overall remaining weighted average amortization period for the intangible assets as of September 30, 2026 was approximately seven years.
The Company recorded $36.5 million and $37.0 million of amortization expenses for the three months ended September 30, 2026 and 2025, respectively, and $109.6 million and $104.3 million for the nine months ended September 30, 2026 and 2025, respectively. There was no impairment recognized on intangible assets for the three and nine months ended September 30, 2026 and 2025.

6.    EQUITY METHOD INVESTMENTS
As of September 30, 2026, the Company owned investments in the following long-haul pipeline entities in the Permian Basin. These investments were accounted for using the equity method of accounting. For each EMI pipeline entity, the Company has the ability to exercise significant influence based on certain governance provisions and its participation in the significant activities and decisions that impact the management and economic performance of the EMI pipeline.
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The table below presents the ownership percentages and investment balances held by the Company for each entity:
September 30,December 31,
Ownership
20262025
(In thousands)
PHP
55.5%$1,557,501 $1,591,384 
Breviloba
33.0%404,025 417,341 
$1,961,526 $2,008,725 
The unamortized basis differences included in the EMI pipeline balances were $187.8 million and $193.6 million as of September 30, 2026 and December 31, 2025, respectively. These amounts represent differences in the Company’s contributions to date and the Company’s underlying equity in the separate net assets within the financial statements of the respective entities. Unamortized basis differences are amortized on a straight-line basis into equity in earnings of unconsolidated affiliates over the useful lives of the underlying pipeline assets. In addition, there was capitalized interest of $22.4 million and $23.0 million as of September 30, 2026 and December 31, 2025, respectively. Capitalized interest is amortized on a straight-line basis into equity in earnings of unconsolidated affiliates.
The following table presents the activity in the Company’s EMIs for the nine months ended September 30, 2026:
Permian Highway Pipeline LLCBreviloba, LLCTotal
(In thousands)
Balance at December 31, 2025$1,591,384 $417,341 $2,008,725 
Contributions and acquisitions431 — 431 
Distributions(1)
(171,974)(31,452)(203,426)
Equity income, net(2)
137,660 18,136 155,796 
Balance at September 30, 2026$1,557,501 $404,025 $1,961,526 
(1)Distributions consisted of a return on investment of $203.4 million, which was included in cash flows from operating activities.
(2)For the nine months ended September 30, 2026, equity income was net of amortization of basis differences and capitalized interest, which represents undistributed earnings, of $5.9 million from PHP and $0.5 million from Breviloba.
Summarized Financial Information
The following table represents selected financial information for the Company’s ongoing EMI pipelines (on a 100 percent basis) for the three and nine months ended September 30, 2026 and 2025.
Three Months Ended September 30,
20262025
Permian Highway Pipeline LLCBreviloba, LLCPermian Highway Pipeline LLCBreviloba, LLC
(In thousands)
Revenues$126,223 $44,367 $130,660 $56,527 
Operating income77,298 21,404 84,656 29,565 
Net income77,196 21,530 84,518 30,277 
Nine Months Ended September 30,
20262025
Permian Highway Pipeline LLCBreviloba, LLCPermian Highway Pipeline LLCBreviloba, LLC
(In thousands)
Revenues$393,346 $125,339 $387,728 $171,432 
Operating income255,013 60,890 250,474 88,662 
Net income254,679 60,957 250,237 89,562 
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7.    DEBT AND FINANCING COSTS
Accounts Receivable Securitization Facility
On March 31, 2026, the Partnership executed Amendment No. 2 to its accounts receivable securitization facility, originally dated April 2, 2024 (the “A/R Facility” and, as amended, the “Amended A/R Facility”), with PNC Bank, National Association (“PNC Bank”). Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027, with a final maturity date of the earlier of (a) 60 days following the scheduled termination date, and (b) the termination date unless such termination date occurs solely as a result of the scheduled termination date’s occurrence. Furthermore, Amendment No. 2 introduced an option permitting Kinetik Receivables LLC to request an increase in commitments of up to $50.0 million in aggregate, subject to PNC Bank’s approval.
Under the Amended A/R Facility, the Company is subject to pay a yield to the purchasers equal to the highest of (i) the overnight bank funding rate, plus 0.50%, (ii) the prime rate, and (iii) daily simple SOFR, plus 1.00%, and a drawn fee of 0.85%. The Company also pays a fee of 0.40% on the undrawn committed amount of the Amended A/R Facility. Yield and fees payable by the Company under the Amended A/R Facility are due monthly. As of September 30, 2026, the full amount available under the Amended A/R Facility had been drawn and eligible accounts receivable of $225.0 million were pledged to the Amended A/R Facility as collateral.
Revolving Credit Agreement
On May 30, 2025, the Partnership entered into a new revolving credit agreement (the “Revolving Credit Agreement”) among PNC Bank, National Association, as administrative agent (“PNC Bank”), and the banks and other financial institutions party thereto, as lenders. The Revolving Credit Agreement provides for a $1.60 billion senior unsecured revolving credit facility, which includes a $200.0 million sublimit for the issuance of letters of credit, and a $300.0 million sublimit for swingline loans, and matures on May 30, 2030. The obligations under the Revolving Credit Agreement are guaranteed by the Company. The aggregate fees and expenses paid directly to lenders and third parties in connection with the Revolving Credit Agreement were capitalized as debt issuance costs, included in “Prepaid and other current assets” and “Deferred charges and other assets” on the Condensed Consolidated Balance Sheets, and were amortized over the term of the revolving credit facility to interest expense using the straight-line method. As of September 30, 2026, there were unamortized debt issuance costs of $7.0 million. As of September 30, 2026, we had an outstanding borrowing of $525.0 million and letters of credit obligations of $12.6 million, and remaining borrowing capacity of $1.06 billion.
The following table summarizes the Company’s debt obligations as of September 30, 2026 and December 31, 2025:
September 30,December 31,
Maturity20262025
(In thousands)
A/R Facility(1)
March 30, 2027$225,000 $165,200 
Total current debt obligations
$225,000 $165,200 
Unsecured term loan(2)
May 30, 2028$1,150,000 $1,150,000 
5.875% senior unsecured notes due 2030 (“2030 Notes”)
June 15, 20301,000,000 1,000,000 
6.625% senior unsecured notes due 2028 (“2028 Notes”)
December 15, 20281,050,000 1,050,000 
Revolving line of credit(3)
May 30, 2030525,000 453,000 
Total long-term debt3,725,000 3,653,000 
Unamortized debt issuance costs, net(4)
(20,094)(24,374)
Unamortized debt premiums and discounts, net(5)
(884)(906)
Total long-term debt, net$3,704,022 $3,627,720 
(1)The effective interest rate was 4.77% and 4.65% as of September 30, 2026 and December 31, 2025, respectively.
(2)The effective interest rate of the Term Loan Credit Agreement was 5.63% and 5.44% as of September 30, 2026 and December 31, 2025, respectively.
(3)The weighted average effective interest rate of the Revolving Credit Agreement was 5.63% and 5.44% as of September 30, 2026 and December 31, 2025, respectively.
(4)Fees paid directly to third parties were capitalized as debt issuance costs, included in the Condensed Consolidated Balance Sheets as direct deductions from respective loans and are amortized using the effective interest method. As of September 30, 2026, unamortized debt issuance costs consisted of $1.7 million to the unsecured term loan, $7.1 million to the 2028 Notes and $11.3 million to the 2030 Notes.
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(5)The original debt premium, net of debt discount was included in the Condensed Consolidated Balance Sheets as an adjustment to the respective loans and amortized over the life of the loans using the effective interest method. As of September 30, 2026, there was an unamortized debt discount of $2.0 million to the unsecured term loan and debt premium, net, of $1.1 million to the 2028 Notes.
The table below presents the components of the Company’s financing costs, net of capitalized interest:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands)
Capitalized interest$(3,356)$(4,449)$(8,099)$(12,308)
Debt issuance costs1,976 1,908 5,889 5,892 
Interest expense56,089 64,262 164,460 180,365 
Total financing costs, net of capitalized interest$54,709 $61,721 $162,250 $173,949 
Compliance with our Covenants
As of September 30, 2026, the Partnership was in compliance with all customary and financial covenants. Please refer to information regarding our customary and financial covenants included in Note 8—Debt and Financing Costs of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
Fair Value of Financial Instruments
The fair value of the Company and its subsidiaries’ consolidated debt as of September 30, 2026 and December 31, 2025 was $3.95 billion and $3.88 billion, respectively. On September 30, 2026, the senior unsecured notes’ fair value was based on Level 1 inputs, the Term Loan Credit Agreement’s and Revolving Credit Agreement’s fair values were based on Level 3 inputs and the Amended A/R Facility’s fair value approximates its carrying value due to its short-term nature.

8.    ACCRUED EXPENSES
The following table provides the Company’s current accrued expenses on September 30, 2026 and December 31, 2025:
September 30,December 31,
20262025
(In thousands)
Accrued product purchases$220,586 $118,240 
Accrued taxes24,498 5,106 
Accrued salaries, vacation, and related benefits5,522 3,540 
Accrued capital expenditures44,542 15,309 
Accrued interest39,718 6,681 
Accrued other expenses19,584 23,174 
Total accrued expenses$354,450 $172,050 
Accrued product purchases primarily include the liabilities related to producer payments and any additional business-related miscellaneous fees we owe to third parties, such as transport or capacity fees as of September 30, 2026 and December 31, 2025.

9.    LEASES
Components of lease costs are included in the Condensed Consolidated Statements of Operations as “general and administrative expense” for real-estate leases and “operating expenses” for non-real-estate leases. Total operating lease costs were $11.7 million and $15.2 million for the three months ended September 30, 2026 and 2025, respectively, and $35.2 million and $40.3 million for the nine months ended September 30, 2026 and 2025, respectively. Short-term lease costs were $1.0 million and $1.1 million for the three months ended September 30, 2026 and 2025, respectively, and $3.8 million and $2.4
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million for the nine months ended September 30, 2026 and 2025, respectively. Variable lease costs were immaterial for the three and nine months ended September 30, 2026 and 2025.

The following table presents other supplemental lease information:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands)
Operating cash flows from operating leases$11,997$14,819$35,524$39,534
Right-of-use assets obtained in exchange for new operating lease liabilities$2,587$17,003$2,587$34,735
Weighted-average remaining lease term - operating leases (in years)1.702.241.702.24
Weighted-average discount rate - operating leases5.55 %6.10 %5.55 %6.10 %

10.    EQUITY
Redeemable Noncontrolling Interest — Common Unit Limited Partners
The redemption option of the Common Unit is not legally detachable or separately exercisable from the instrument and is non-transferable; the Common Unit is redeemable at the option of the holder. Therefore, the Common Unit is accounted for as redeemable noncontrolling interest and classified as temporary equity on the Company’s Condensed Consolidated Balance Sheets. During the nine months ended September 30, 2026, 15.6 million common units representing limited partner interests in the Partnership (“Common Units”) were redeemed on a one-for-one basis for shares of Class A Common Stock, par value $0.0001 per share of the Company (“Class A Common Stock” or “Class A Shares”) and a corresponding number of shares of Class C Common Stock, par value $0.0001 per share of the Company (“Class C Common Stock” or “Class C Shares”) were cancelled. There were 81.9 million Common Units and an equal number of Class C Common Stock issued and outstanding as of September 30, 2026. The Common Units fair value was approximately $4.21 billion as of September 30, 2026.
Common Stock
As of September 30, 2026, there were 80.5 million and 81.9 million shares, respectively, of Class A Common Stock and Class C Common Stock issued and outstanding (collectively, “Common Stock”).
Share Repurchase Program
In February 2023, the Board of Directors (the “Board”) approved a share repurchase program (“Repurchase Program”), authorizing discretionary purchases of the Company’s Class A Common Stock up to $100.0 million in aggregate. In May 2025, the Board approved a $400.0 million increase to the previously announced Repurchase Program, pursuant to which we are authorized to repurchase the Company’s Class A Common Stock for an aggregate purchase price of up to $500.0 million. Repurchases may be made at management’s discretion from time to time, in accordance with applicable securities laws, on the open market or through privately negotiated transactions and may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. Privately negotiated repurchases from affiliates are also authorized under the Repurchase Program, subject to such affiliates’ interest and other limitations. The repurchases will depend on market conditions and may be discontinued at any time without prior notice.
During the three and nine months ended September 30, 2026, the Company did not repurchase any of its Class A Common Stock under the Repurchase Program.
Dividend
On July 31, 2026, the Company made cash dividend payments of $131.8 million to holders of Class A Common Stock and Common Units and $0.5 million was reinvested in shares of Class A Common Stock by Class A Common Stock and Common Units holders. For the nine months ended September 30, 2026, the Company made cash dividend payments of $394.9 million to holders of Class A Common Stock and Common Units and $1.6 million was reinvested in shares of Class A Common Stock.

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11.    FAIR VALUE MEASUREMENTS
The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025:
September 30, 2026
Level 1Level 2Level 3Total
(In thousands)
Commodity swaps$— $9,799 $— $9,799 
Interest rate derivatives— 8,481 — 8,481 
Total assets$— $18,280 $— $18,280 
Commodity swaps$— $24,990 $— $24,990 
Total liabilities$— $24,990 $— $24,990 
December 31, 2025
Level 1Level 2Level 3Total
(In thousands)
Commodity swaps$— $15,369 $— $15,369 
Interest rate derivatives— 4 — 4 
Total assets$— $15,373 $— $15,373 
Commodity swaps$— $5,371 $— $5,371 
Interest rate derivatives— 135 — 135 
Total liabilities$— $5,506 $— $5,506 
Our derivative contracts consist of interest rate swaps and commodity swaps. The valuation of these derivative contracts involved both observable publicly quoted prices and certain credit valuation inputs that may not be readily observable in the marketplace. As such, derivative contracts are classified as Level 2 in the hierarchy. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for further discussion related to commodity swaps and interest rate derivatives.
Long-term debt’s carrying value can vary from fair value. See Note 7—Debt and Financing Costs in the Notes to Condensed Consolidated Financial Statements for further information. The carrying amounts reported on the Condensed Consolidated Balance Sheets for the Company’s remaining financial assets and liabilities approximate fair value due to their short-term nature. There were no transfers among Levels 1, 2 or 3 of the fair value hierarchy during the three and nine months ended September 30, 2026 and 2025.

12.    DERIVATIVES AND HEDGING ACTIVITIES
The Company is exposed to certain risks arising from both its business operations and economic conditions, and it enters into certain derivative contracts to manage exposure to these risks. To minimize counterparty credit risk in derivative instruments, the Company enters into transactions with high credit-rating counterparties. The Company did not elect to apply hedge accounting to these derivative contracts and recorded the fair value of the derivatives on the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025.
Interest Rate Risk
The Company manages market risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and by using derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from activities that result in the payment of known or uncertain future cash amounts, the value of which is determined by interest rates.
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The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate in the contract.
As of September 30, 2026, the Company had seven interest rate swap contracts with a notional amount of $1.00 billion that pay a fixed rate ranging from 3.06% to 3.42%. Of the seven interest rate swap contracts, two will reach maturity on December 31, 2026 and the remaining five will reach maturity on December 31, 2027. The fair value or settlement value of the consolidated interest rate swaps outstanding is presented on a gross basis on the Condensed Consolidated Balance Sheets.
The following table presents the fair value of derivative assets and liabilities related to the interest rate swap contracts:
September 30,December 31,
20262025
(In thousands)
Derivative assets - current
$6,326 $4 
Derivative assets - noncurrent2,155 — 
      Total derivative assets$8,481 $4 
Derivative liabilities - current$— $135 
      Total derivative liabilities$— $135 
The Company recorded cash settlements and changes in fair value of the interest rate swap contracts in “Interest expense” in the Condensed Consolidated Statements of Operations. The following table presents interest rate swap derivative activities for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands)
Realized gain on interest rate swaps$350 $750 $987 $406 
Favorable (unfavorable) fair value adjustment$3,140 $(29)$9,599 $1,038 
Commodity Price Risk
The results of the Company’s operations may be affected by the market prices of oil, natural gas and NGLs. A portion of the Company’s revenue is directly tied to local natural gas, natural gas liquids and condensate prices in the Permian Basin and the U.S. Gulf Coast. Fluctuations in commodity prices also impact operating cost elements both directly and indirectly. Management regularly reviews the Company’s potential exposure to commodity price risk and manages exposure to such risk through commodity hedge contracts.
During the past twelve months, the Company entered into multiple commodity swap contracts based on the OPIS NGL Mont Belvieu prices for ethane, propane and butane, the Waha Basis index, the HSC index and the NYMEX West Texas Intermediate Crude index. These contracts are for various notional quantities of NGLs, natural gas and crude. Similarly, the Company has entered into various natural gas basis spread swaps. These contracts are effective over the next 1 to 27 months and are used to hedge against location price risk of the respective commodities resulting from supply and demand volatility and protect cash flows against price fluctuations.
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The following table presents detailed information on commodity swaps outstanding as of September 30, 2026 (in thousands, except volumes):
September 30, 2026
CommodityUnit
Notional Volume
Net Fair Value
Natural Gas MMBtus10,773,000 $5,716 
NGL Gallons129,720,437 (11,391)
CrudeBbl1,221,400 (12,540)
Natural Gas Basis Spread Swaps
MMBtus7,050,000 3,024 
$(15,191)
The fair value or settlement value of the outstanding swaps are presented on a gross basis on the Condensed Consolidated Balance Sheets. The following table presents the fair value of derivative assets and liabilities related to commodity swaps:
September 30,December 31,
20262025
(In thousands)
Derivative assets - current
$9,174 $13,902 
Derivative assets - noncurrent625 1,467 
      Total derivative assets
$9,799 $15,369 
Derivative liabilities - current$22,712 $5,371 
Derivative liabilities - noncurrent
2,278 — 
      Total derivative liabilities
$24,990 $5,371 
The Company recorded cash settlements and fair value adjustments on commodity swap derivatives in “Product revenue” in the Condensed Consolidated Statements of Operations. The following table presents commodity swap derivatives activities for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands)
Realized gain (loss) on commodity swaps$3,166 $5,533 $(24,733)$220 
(Unfavorable) favorable fair value adjustment$(24,634)$(952)$(49,922)$13,351 

13.    SHARE-BASED COMPENSATION
The Company granted various Class A and Class C Shares, restricted stock units (“RSUs”) and performance stock units (“PSUs”) to members of the Board and employees. The Class A Shares and Class C Shares and RSUs are subject to service requirements for vesting and the PSUs have both service requirements and market condition performance requirements for vesting. These units are recorded at grant-date fair value and compensation expense is recognized on a straight‑line or graded straight-line basis over the vesting period within “general and administrative expenses” of the Condensed Consolidated Statements of Operations in accordance with FASB ASC 718, Compensation - Stock Compensation. Forfeitures are recognized as they occur.
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Class A Shares and Class C Shares
The table below summarizes Class A Share and Class C Share activities for the nine months ended September 30, 2026:
Number of Shares
Weighted Avg Grant-Date Fair Market Value Per Unit
Outstanding and unvested shares at December 31, 2025
3,040,628 $28.58 
Vested(1)
2,883,020 31.18 
Outstanding and unvested shares at September 30, 2026(2)
157,608 $— 
(1)Represented vesting of 2,557,454 shares of Class A Shares and 325,566 shares of Class C Shares. All the vested shares were issued and outstanding and held in escrow upon the closing of the Altus Merger in 2022.
(2)Represented Class A Shares that were issued in connection with the closing of the Altus Merger in 2022, which had zero grant date fair value as the vesting of such shares was contingent upon the sale of the Company’s Class A Common Stock by a certain third party. The likelihood and timing of this event could not be reasonably estimated as of September 30, 2026. If there is no additional sale of the Company’s Class A Common Stock made by such certain third party, all outstanding unvested shares will vest on February 25, 2028.
The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested Class A Shares and Class C Shares for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands)
Aggregate intrinsic value of vested Class A Shares and Class C Shares
$1,163 $— $135,662 $134,139 
Grant-date fair value of vested Class A Shares and Class C Shares
$693 $— $89,878 $73,545 
Restricted Stock Units
RSUs were granted to certain executives and employees under the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan (the “2019 Plan”) with various service vesting requirements. Such RSUs may be settled only for shares of Class A Common Stock on a one-for-one basis, contingent upon continued employment.
The table below summarizes RSU activities for the nine months ended September 30, 2026:
Number of Shares
Weighted Avg Grant-Date Fair Market Value Per Unit
Outstanding and unvested shares at December 31, 2025
931,507 $40.98 
Granted
1,159,446 46.24 
Vested
739,150 38.95 
Forfeited
46,130 44.48 
Outstanding and unvested shares at September 30, 2026
1,305,673 $45.64 
The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of RSUs for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands)
Aggregate intrinsic value of vested RSUs$483 $1,031 $29,623 $15,139 
Grant-date fair value of vested RSUs$449 $1,021 $28,804 $13,618 
As of September 30, 2026, there were $36.1 million of unrecognized compensation costs related to the RSUs. These costs are expected to be recognized over a weighted average period of 1.72 years.
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Performance Stock Units
The Company granted PSUs pursuant to the 2019 Plan to certain of its employees and executives. These PSUs vest and become earned upon the achievement of certain performance goals based on the Company’s annualized absolute total stockholder return and the Company’s relative total stockholder return as compared to the performance peer group during a three-year performance period. Depending on the results achieved during the three-year performance period, the actual number of Class A Common Stock that a holder of the PSUs earns at the end of the performance period may range from 0% to 200% of the target number of PSUs granted. The fair value of the PSUs is determined using a Monte Carlo simulation at the grant date. The Company recognizes compensation expense for PSUs on a straight-line basis over the performance period. Any PSU not earned at the end of the performance period will be forfeited.
The table below summarizes PSU activities for the nine months ended September 30, 2026:
Number of Shares
Weighted Avg Grant-Date Fair Market Value Per Unit
Outstanding and unvested shares at December 31, 2025347,497 $41.41 
Granted 171,756 56.27 
Forfeited
9,324 45.85 
Outstanding and unvested shares at September 30, 2026
509,929 $46.33 
No vesting occurred for PSUs for the three and nine months ended September 30, 2026 and 2025.
The table below presents a summary of the grant-date fair value assumptions used to value the PSUs granted during 2026:
February 2026
Grant-date fair value per unit$45.56
Beginning average price$35.34
Risk-free interest rate3.44%
Volatility factor34%
Expected term2.86 years
As of September 30, 2026, there were $11.0 million of unrecognized compensation costs related to the PSUs. These costs are expected to be recognized over a weighted average period of 1.85 years.
With respect to the above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $9.3 million and $14.2 million for the three months ended September 30, 2026 and 2025, respectively, and $39.1 million and $44.6 million for the nine months ended September 30, 2026 and 2025, respectively.

14.    INCOME TAXES
The Company is subject to U.S. federal income tax and state taxes. Income tax expense included in the Condensed Consolidated Financial Statements in this Quarterly Report is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands)
Income before income taxes$56,449$16,658$188,082$120,230
Income tax expense$5,527$1,109$19,172$11,003
Effective tax rate9.79 %6.66 %10.19 %9.15 %
The effective tax rate for the three and nine months ended September 30, 2026 and 2025 was lower than the statutory rate mainly due to the impact of tax attributable to noncontrolling interest related to the Common Unit limited partners.

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15.    NET INCOME PER SHARE
The computation of basic and diluted net income per share for the periods presented in the Condensed Consolidated Financial Statements is shown in the tables below:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(In thousands, except per share amounts)
Net income attributable to holders of Class A Common Stock$22,088 $5,265 $69,960 $35,040 
Less: Net income available to participating unvested restricted Class A common shareholders(1)
(926)(3,398)(5,054)(9,831)
Total net income attributable to holders of Class A Common Stock$21,162 $1,867 $64,906 $25,209 
Weighted average shares outstanding - basic
79,947 61,866 73,717 61,256 
Dilutive effect of unvested Class A common shares(2)
1,061 562 1,179 864 
Weighted average shares outstanding - diluted(3)
81,008 62,428 74,896 62,120 
Net income available per common share - basic$0.26 $0.03 $0.88 $0.41 
Net income available per common share - diluted$0.26 $0.03 $0.87 $0.41 
(1)Represents dividends paid to unvested Class A Shares and RSUs.
(2)Includes dilutive effect from both RSUs and PSUs on unvested Class A common shares.
(3)The effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) would have been anti-dilutive for all periods presented in which the Common Units were outstanding.

16.    COMMITMENTS AND CONTINGENCIES
Accruals for loss contingencies arising from claims, assessments, litigation, environmental matters and other sources are recorded when it is probable that a liability has been incurred, and the amount can be reasonably estimated. These accruals are adjusted as additional information becomes available, or circumstances change.
Litigation
The Company is a party to various legal actions arising in the ordinary course of its business. In accordance with FASB ASC 450, Contingencies, the Company accrues reserves for outstanding lawsuits, claims and proceedings when a loss contingency is probable and can be reasonably estimated. The Company expenses legal costs as incurred and estimates the amount of loss contingencies using currently available information from legal proceedings, advice from legal counsel and other relevant external experts. Due to the inherent subjectivity of the assessments and unpredictability of the outcomes of any legal proceedings, any amounts estimated or accrued may not represent the ultimate loss to the Company from the legal proceedings in question.
The Company and certain of its affiliates are currently defending against two lawsuits brought by Energy Transfer GC NGL Product Services, LLC (“ET”) (formerly Lone Star NGL Product Services, LLC) individually and on behalf of certain of its affiliates, which allege breach of contract and related tort claims arising from two long-term NGL purchase agreements, and which seek remedies in the form of monetary damages, declaratory relief, and specific performance. The first lawsuit was filed in 2021, and the second was filed in 2025 to assert similar claims against additional subsidiaries of the Company. The lawsuits have been consolidated in the Texas Business Court. A bench trial was held in late March and April 2026, and the matter is currently pending before the court. As of September 30, 2026 and December 31, 2025, the Company has accrued immaterial reserves; however, we cannot predict with certainty how these matters may ultimately be resolved. In October 2026, the Company and ET reached a settlement agreement on the previously disclosed dispute regarding the expiration date of an NGL purchase agreement. Pursuant to the Settlement, the parties agreed and confirmed that the last day of the term of the ECMV NGL purchase agreement is December 31, 2026.
In addition, the Company is involved in a litigation matter arising from Winter Storm Uri in February 2021 to recover approximately $11.6 million in receivables from a third party. The ultimate outcome remains uncertain given the current stage of the proceedings. The Company will continue to monitor developments in this matter and update its evaluation as warranted.
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Environmental Matters
The Company is subject to various local, state, and federal laws and regulations relating to various environmental matters during the ordinary course of business. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our operations. Moreover, changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly requirements could require the Company to make significant expenditures to attain and maintain compliance or may otherwise have a material adverse effect on its operations, competitive position, or financial condition.
In connection with the Durango Acquisition, the Company became potentially subject to civil penalties related to excess emission violations of certain gas plants and compressor stations acquired. Based on information currently available and management’s judgment with respect to the nature, timing and probable resolution of this matter, the Company estimated an environmental matter-related liability of $11.8 million and $14.0 million as of September 30, 2026 and December 31, 2025, respectively. This liability was classified as a current liability and included in “Other current liabilities” in the Condensed Consolidated Balance Sheets as of September 30, 2026 as the Company expects the matter to be settled within the next 12 months.
Contingent Liabilities
Durango Acquisition
On June 24, 2024, the Company consummated the previously announced Durango Acquisition. Pursuant to the Durango MIPA, Durango Seller was entitled to an earn-out of up to $75.0 million in cash contingent upon the completion of the Kings Landing Project and its placement into service. The earn-out was subject to reduction based on actual capital costs associated with the Kings Landing Project. The Company determined the earn-out consideration to be classified as a liability based on the settlement provision. In the fourth quarter of 2025, the Company paid $9.9 million to settle the contingent liability, which amount, in accordance with the MIPA, is subject to review by the Durango Seller, and may be subject to adjustment. No adjustment related to the settlement amount was made during the three and nine months ended September 30, 2026.
Permian Gas Acquisition
As part of the acquisition of Permian Gas on June 11, 2019, consideration included a contingent liability arrangement with PDC Permian, Inc. (“PDC”). The arrangement requires additional monies to be paid by the Company to PDC on a per Mcf basis if the actual annual Mcf volume amounts exceed forecasted annual Mcf volume amounts starting in 2020 and continuing through 2029. PDC’s actual annual Mcf volume did not exceed the incentive forecast volume during the past six years and is not expected to do so over the next four years; so, no contingent consideration liability is accrued as of September 30, 2026 and December 31, 2025.

17.    SEGMENTS
Midstream Logistics and Pipeline Transportation are our operating segments for which discrete financial information is available and regularly reviewed by our Chief Executive Officer, who is our CODM, to make key operating decisions, assess performance and allocate resources. These segments represent strategic business units with differing products and services. No operating segments have been aggregated to form the reportable segments. Therefore, our two operating segments represent our reportable segments. The activities of each of our reportable segments from which the Company earns revenues and incurs expenses are described below:
•Midstream Logistics: The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal.
•Pipeline Transportation: The Pipeline Transportation segment consists of equity method investments in two Permian Basin pipelines that access various points along the U.S. Gulf Coast and Mexican markets, Kinetik NGL Pipeline System and Delaware Link Pipeline assets. The current operating pipelines transport natural gas and NGLs.
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Our CODM uses segment net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or nonrecurring charges (“Segment Adjusted EBITDA”) to assess performance of each operating segment. For both segments, the CODM uses Segment Adjusted EBITDA to allocate resources. The CODM considers budget-to-actual and forecast-to-actual variances on a monthly basis for both measures when making decisions about allocating capital and personnel to the segments.
The Midstream Logistics segment accounts for more than 99% of the Company’s operating revenues, cost of sales (excluding depreciation and amortization), operating expenses and ad valorem expenses. The Pipeline Transportation segment contains all of the Company’s equity method investments, which contribute more than 88% of the segment’s adjusted EBITDA. Corporate and Other activities contain the Company’s executive and administrative functions, including more than 82% of the Company’s general and administrative expenses and all of the Company’s debt service costs.
The Company regularly provides management reports to the CODM that include cost of sales, operating, general and administrative expenses related to the segments, which are all considered to be significant.
The following tables present the Segment Adjusted EBITDA of the Company’s reportable segments and reconciliations of the segment profits to consolidated income before income tax expenses for the three months ended September 30, 2026 and 2025:
Midstream LogisticsPipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the three months ended September 30, 2026
(In thousands)
Revenue$561,866 $2,633 $— $— $564,499 
Other revenue2,643 2,259 — — 4,902 
Intersegment revenue(2)
— 6,706 — (6,706)— 
Total segment operating revenue564,509 11,598 — (6,706)569,401 
Cost of sales (excluding depreciation and amortization)(300,536)206 — — (300,330)
Intersegment cost of sales(6,706)— — 6,706 — 
Operating expenses(3)
(78,443)(715)— — (79,158)
General and administrative expenses(5,847)(201)(16,331)— (22,379)
Proportionate EMI EBITDA— 67,623 — — 67,623 
Other segment items(4)
30,594 — 12,393 — 42,987 
Segment Adjusted EBITDA(5)
$203,571 $78,511 $(3,938)$— $278,144 
Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes
Segment Adjusted EBITDA(5)
$203,571 $78,511 $(3,938)$— $278,144 
Add back:
Other interest income— — 195 — 195 
Gain on disposal of assets, net
7 — — — 7 
Equity in earnings of unconsolidated affiliates— 47,225 — — 47,225 
Deduct:
Interest expense— — 54,709 — 54,709 
Depreciation and amortization expenses101,460 2,337 6 — 103,803 
Amortization of contract cost assets2,054 — — — 2,054 
Proportionate EMI EBITDA— 67,623 — — 67,623 
Share-based compensation
— — 9,346 — 9,346 
Commodity hedging unrealized loss
27,800 — — — 27,800 
Litigation costs— — 2,959 — 2,959 
Other one-time costs or amortization740 — 88 — 828 
Income (loss) before income taxes
$71,524 $55,776 $(70,851)$— $56,449 
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Midstream LogisticsPipeline Transportation
Corporate and Other(1)
EliminationConsolidated
For the three months ended September 30, 2025
(In thousands)
Revenue$458,621 $2,325 $— $— $460,946 
Other revenue3,021 2 — — 3,023 
Intersegment revenue(2)
— 5,793 — (5,793)— 
Total segment operating revenue461,642 8,120 — (5,793)463,969 
Cost of sales (excluding depreciation and amortization)(236,001)610 — — (235,391)
Intersegment cost of sales(5,793)— — 5,793 — 
Operating expenses(3)
(82,486)(750)— — (83,236)
General and administrative expenses(6,610)(241)(23,245)— (30,096)
Proportionate EMI EBITDA— 87,715 — — 87,715 
Other segment items(4)
20,606 — 19,067 — 39,673 
Segment Adjusted EBITDA(5)
$151,358 $95,454 $(4,178)$— $242,634 
Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes
Segment Adjusted EBITDA(5)
$151,358 $95,454 $(4,178)$— $242,634 
Add back:
Other interest income— — 166 — 166 
Equity in earnings of unconsolidated affiliates— 58,289 — — 58,289 
Deduct:
Interest expense37 — 61,684 — 61,721 
Depreciation and amortization expenses93,095 2,308 6 — 95,409 
Amortization of contract cost assets1,744 — — — 1,744 
Proportionate EMI EBITDA— 87,715 — — 87,715 
Share-based compensation— — 14,229 — 14,229 
Loss on disposal of assets50 — — — 50 
Commodity hedging unrealized loss6,485 — — — 6,485 
Contingent liability fair value adjustment5,700 — — — 5,700 
Integration costs6,552 — 98 — 6,650 
Acquisition/divestiture transaction costs— — 812 — 812 
Litigation costs— — 3,746 — 3,746 
Other one-time costs or amortization(12)— 182 — 170 
Income (loss) before income taxes$37,707 $63,720 $(84,769)$— $16,658 
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Midstream LogisticsPipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the nine months ended September 30, 2026
(In thousands)
Revenue$1,541,185 $7,010 $— $— $1,548,195 
Other revenue10,342 2,280 — — 12,622 
Intersegment revenue(2)
— 20,086 — (20,086)— 
Total segment operating revenue1,551,527 29,376 — (20,086)1,560,817 
Cost of sales (excluding depreciation and amortization)(727,210)564 — — (726,646)
Intersegment cost of sales(20,086)— — 20,086 — 
Operating expenses(3)
(236,257)(2,292)— — (238,549)
General and administrative expenses(15,865)(691)(76,284)— (92,840)
Proportionate EMI EBITDA— 212,530 — — 212,530 
Other segment items(4)
35,150 — 59,666 — 94,816 
Segment Adjusted EBITDA(5)
$587,259 $239,487 $(16,618)$— $810,128 
Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes
Segment Adjusted EBITDA(5)
$587,259 $239,487 $(16,618)$— $810,128 
Add back:
Other interest income— — 659 — 659 
Gain on disposal of assets, net
62 — — — 62 
Equity in earnings of unconsolidated affiliates— 155,796 — — 155,796 
Deduct:
Interest expense103 — 162,147 — 162,250 
Depreciation and amortization expenses301,953 6,997 17 — 308,967 
Amortization of contract cost assets6,058 — — — 6,058 
Proportionate EMI EBITDA— 212,530 — — 212,530 
Share-based compensation
— — 39,074 — 39,074 
Commodity hedging unrealized loss
25,189 — — — 25,189 
Integration costs— — 368 — 368 
Litigation costs— — 19,947 — 19,947 
Other one-time costs or amortization3,903 — 277 — 4,180 
Income (loss) before income taxes
$250,115 $175,756 $(237,789)$— $188,082 
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Midstream LogisticsPipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the nine months ended September 30, 2025
(In thousands)
Revenue$1,318,459 $7,162 $— $— $1,325,621 
Other revenue8,343 6 — — 8,349 
Intersegment revenue(2)
— 18,271 — (18,271)— 
Total segment operating revenue1,326,802 25,439 — (18,271)1,333,970 
Cost of sales (excluding depreciation and amortization)(615,624)172 — — (615,452)
Intersegment cost of sales(18,271)— — 18,271 — 
Operating expenses(3)
(226,283)(1,951)— — (228,234)
General and administrative expenses(18,731)(901)(72,300)— (91,932)
Proportionate EMI EBITDA— 263,345 — — 263,345 
Other segment items(4)
14,870 — 59,017 — 73,887 
Segment Adjusted EBITDA(5)
$462,763 $286,104 $(13,283)$— $735,584 
Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes
Segment Adjusted EBITDA(5)
$462,763 $286,104 $(13,283)$— $735,584 
Add back:
Other interest income— — 1,274 — 1,274 
Commodity hedging unrealized gain13,131 — — — 13,131 
Gain on disposal of assets, net15 — — — 15 
Equity in earnings of unconsolidated affiliates— 174,472 — — 174,472 
Deduct:
Interest expense97 — 173,852 — 173,949 
Depreciation and amortization expenses274,903 6,924 18 — 281,845 
Amortization of contract cost assets5,054 — — — 5,054 
Proportionate EMI EBITDA— 263,345 — — 263,345 
Share-based compensation
— — 44,577 — 44,577 
Loss on debt extinguishment— — 635 — 635 
Contingent liability fair value adjustment5,700 — — — 5,700 
Integration costs10,999 — 1,622 — 12,621 
Acquisition/divestiture transaction costs— — 812 — 812 
Litigation costs— — 9,142 — 9,142 
Other one-time costs or amortization3,702 — 2,864 — 6,566 
Income (loss) before income taxes
$175,454 $190,307 $(245,531)$— $120,230 
(1)Corporate and Other represents those results that: (i) are not specifically attributable to an operating segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Items are included here to reconcile the operating segments’ profit and loss with the Company’s consolidated results.
(2)The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value. Intersegment revenue is eliminated at consolidation.
(3)Operating expenses include ad valorem taxes.
(4)Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, commodity hedging unrealized gain or loss, integration costs, litigation costs and other one-time costs or amortization.
(5)Segment Adjusted EBITDA is a non-GAAP measure; please see Key Performance Metrics in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, for a definition and reconciliation to the GAAP measure.
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The following tables present other segment expenses that are not included in the segment profit measurements above for the three and nine months ended September 30, 2026 and 2025:
Midstream Logistics Pipeline Transportation
Corporate and Other (1)
Consolidated
For the three months ended September 30, 2026
(In thousands)
Income tax expense$— $— $5,527 $5,527 
Capital expenditures$143,071 $341 $— $143,412 
For the three months ended September 30, 2025
Income tax expense$— $— $1,109 $1,109 
Capital expenditures(2)(3)
$171,824 $2 $— $171,826 

Midstream Logistics Pipeline Transportation
Corporate and Other (1)
Consolidated
For the nine months ended September 30, 2026
(In thousands)
Income tax expense$— $— $19,172 $19,172 
Capital expenditures$342,661 $5,110 $— $347,771 
For the nine months ended September 30, 2025
Income tax expense$— $— $11,003 $11,003 
Capital expenditures(2)(3)
$388,988 $245 $— $389,233 

September 30,December 31,
20262025
Total assets:
(In thousands)
Midstream Logistics(4)
$4,870,458 $4,714,723 
Pipeline Transportation(5)
2,105,397 2,153,280 
Segment total assets6,975,855 6,868,003 
Corporate and other(1)
322,347 227,608 
Total assets$7,298,202 $7,095,611 
(1)Corporate and Other activities represent those results that: (i) are not specifically attributable to an operating segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Items are included here to reconcile the operating segments profit and loss with the Company’s consolidated results.
(2)Excludes capital assets acquired in business combinations that are included in the Midstream Logistics segment. See Note 2—Business Combinations in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report for additional information.
(3)Excludes contributions or acquisitions made in the Company’s EMIs that are included in the Pipeline Transportation segment. See Note 6—Equity Method Investments in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report for additional information.
(4)Midstream Logistics segment included goodwill of $5.1 million as of September 30, 2026 and December 31, 2025.
(5)The Pipeline Transportation segment includes investments in unconsolidated affiliates of $1.96 billion and $2.01 billion as of September 30, 2026 and December 31, 2025, respectively.

18.    SUBSEQUENT EVENTS
On October 13, 2026, the Board declared a cash dividend of $0.81 per share on the Company’s Class A Common Stock, which was paid on October 30, 2026 to stockholders of record as of October 23, 2026. The Company, through its ownership of the general partner of the Partnership, declared a distribution of $0.81 per Common Unit from the Partnership to the holders of Common Units, which was paid on October 30, 2026.
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On October 30, 2026, Kinetik Receivables LLC requested an increase of commitments pursuant to Amendment No. 2 to the Receivable Purchase Agreement, originally dated as of April 2, 2024, by $50.0 million. After giving effect to such request, the aggregate commitments under the Amended A/R Facility increased to $275.0 million.
Subsequent to the quarter ended September 30, 2026, 3.0 million Common Units were redeemed on a one-for-one basis for shares of Class A Common Stock and a corresponding number of shares of Class C Common Stock were cancelled. The Company now owns an approximate 51% limited partner interest in the Partnership as of November 3, 2026.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis addresses the results of our operations for the three and nine months ended September 30, 2026, as compared to our results of operations for the same period in 2025. Please read the following discussion of our financial condition and results of operations in conjunction with the financial statements and notes thereto included elsewhere in this report.

Overview
We are an integrated midstream energy company in the Permian Basin providing comprehensive gathering, transportation, compression, processing and treating services. Our operations are strategically located in the heart of the Delaware Basin in the Permian, one of the fastest growing oil and gas development regions in the world. Our core capabilities include a variety of service offerings including natural gas gathering, transportation, compression, treating and processing; NGL stabilization and transportation; produced water gathering and disposal; and crude oil gathering, stabilization, storage and transportation.
Our Operations and Segments
We operate through two reportable segments that generate revenue from various products and services. The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. The Pipeline Transportation segment consists of two EMI pipelines originating in the Permian Basin that provide various access points to the U.S. Gulf Coast and Mexico markets, along with the Kinetik NGL Pipelines, the Brandywine Pipeline, the Delaware Link Pipeline and ECCC Pipeline assets. The pipelines transport natural gas and NGLs within the Permian Basin and to the U.S. Gulf Coast.
Midstream Logistics
Gas Gathering and Processing. The Midstream Logistics segment provides gas gathering and processing services with over 4,300 miles of low and high-pressure steel pipeline located throughout the Delaware Basin and over 825,000 horsepower of compression capacity. Gas processing assets are centralized at eight processing complexes with total cryogenic processing capacity totaling over 2.4 Bcf/d. In addition, the Midstream Logistics segment provides system-wide amine treating and 6.5 MMcf/d of acid gas injection capacity.
Crude Oil Gathering, Stabilization and Storage Services. Crude gathering assets are centralized at the Caprock Stampede Terminal and the Pinnacle Sierra Grande Terminal. The system includes approximately 290 miles of gathering pipeline and 90,000 barrels of crude storage. The crude facilities have connections for takeaway transportation into certain facilities operated by Plains All American Pipeline, L.P. Over 50 miles of gathering pipeline were added to our crude gathering assets through the Barilla Draw Acquisition, which closed in January 2025.
Water Gathering and Disposal. The system includes approximately 370 miles of gathering pipeline and approximately 610,000 barrels per day of permitted disposal capacity.
Pipeline Transportation
EMI pipelines. The Company owns the following equity interests in two EMI pipelines in the Permian Basin with access to various points along the U.S. Gulf Coast: 1) an approximate 55.5% equity interest in PHP, which is operated by Kinder Morgan; and 2) a 33.0% equity interest in Breviloba, the owner of the Shin Oak pipeline, which is operated by Enterprise Products Operating LLC.
Kinetik NGL Pipeline System. The Kinetik NGL Pipeline System consists of over 100 miles of NGL pipelines connecting our East Toyah and Pecos complexes to Waha, including our 20-inch Dewpoint pipeline that spans over 40 miles, and our 28-mile, 20-inch Brandywine Pipeline connecting to our Diamond Cryogenic complex. The Kinetik NGL Pipeline System has a capacity of approximately 580 MBbl/d.

Delaware Link Pipeline. The Delaware Link Pipeline consists of approximately 40 miles of 30-inch diameter pipeline with an initial capacity of approximately 1.0 Bcf/d that provides additional transportation capacity to Waha.

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Table of Contents
Recent Developments
ECCC Pipeline
Construction of the ECCC Pipeline was completed and the pipeline was placed into service in June 2026. The ECCC Pipeline establishes a connection between Eddy County, New Mexico and Culberson County, Texas, and provides approximately 150 MMcf/d of initial rich gas throughput capacity.
Amendment to A/R Facility
On March 31, 2026, the Partnership executed Amendment No. 2 to its Amended A/R Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. Furthermore, Amendment No. 2 introduced an option permitting Kinetik Receivables LLC to request an increase in commitments of up to $50.0 million in aggregate, subject to the PNC Bank’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions from the A/R Facility, including the sustainability rate adjustment, sustainability fee adjustment and related reporting obligations.
On October 30, 2026, Kinetik Receivables LLC requested an increase of commitments pursuant to Amendment No. 2 to the Receivable Purchase Agreement, originally dated as of April 2, 2024, by $50.0 million. After giving effect to such request, the aggregate commitments under the Amended A/R Facility increased to $275.0 million.

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Table of Contents
Results of Operations
The following table presents the Company’s results of operations for the periods presented:

Three Months Ended September 30,Nine Months Ended September 30,
20262025% Change20262025% Change
(In thousands, except percentages)
Operating revenues:
Service revenue$116,576 $103,338 13%$297,239 $343,918 (14%)
Product revenue447,923 357,608 25%1,250,956 981,703 27%
Other revenue4,902 3,023 62%12,622 8,349 51%
Total operating revenues569,401 463,969 23%1,560,817 1,333,970 17%
Operating costs and expenses:
Cost of sales (excluding depreciation and amortization) (1)
300,330 235,391 28%726,646 615,452 18%
Operating expenses
71,634 76,137 (6%)213,857 207,785 3%
Ad valorem taxes7,524 7,099 6%24,692 20,449 21%
General and administrative expenses22,379 30,096 (26%)92,840 91,932 1%
Depreciation and amortization expenses103,803 95,409 9%308,967 281,845 10%
(Gain) loss on disposal of assets, net(7)50 (114%)(62)(15)NM
Total operating costs and expenses505,663 444,182 14%1,366,940 1,217,448 12%
Operating income63,738 19,787 NM193,877 116,522 66%
Other income (expense):
Interest and other income195 303 (36%)659 3,820 (83%)
Loss on debt extinguishment— — —%— (635)(100%)
Interest expense(54,709)(61,721)(11%)(162,250)(173,949)(7%)
Equity in earnings of unconsolidated affiliates47,225 58,289 (19%)155,796 174,472 (11%)
Total other income (expense), net(7,289)(3,129)133%(5,795)3,708 NM
Income before income taxes
56,449 16,658 NM188,082 120,230 56%
Income tax expense5,527 1,109 NM19,172 11,003 74%
Net income including noncontrolling interest$50,922 $15,549 NM$168,910 $109,227 55%
(1)Cost of sales (excluding depreciation and amortization) is net of gas service revenues totaling $101.1 million and $88.3 million for the three months ended September 30, 2026 and 2025, respectively, and $314.0 million and $224.1 million for the nine months ended September 30, 2026 and 2025, respectively, for certain volumes, where we function as principal.

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Table of Contents
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Revenues
For the three months ended September 30, 2026, revenue increased by $105.4 million, or 23%, to $569.4 million, compared to $464.0 million for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL and condensate volumes sold, as well as higher commodity prices.
Service revenue
Service revenue for the three months ended September 30, 2026 increased by $13.2 million, or 13%, to $116.6 million, compared to $103.3 million for the same period in 2025, driven by increases in period-over-period gathered and processed gas volumes of 109.7 MMcf/d, or 5% and 101.8 MMcf/d, or 6%, respectively. Over 97% of service revenues are included in the Midstream Logistics segment for the three months ended September 30, 2026.
Product revenue
Product revenue for the three months ended September 30, 2026 increased by $90.3 million, or 25%, to $447.9 million compared to $357.6 million for the same period in 2025, primarily driven by increases in NGL and condensate sales volumes, as well as higher commodity prices. Period-over-period NGL and condensate volumes sold increased by 4.3 million barrels, or 32%. The increase was also driven by increases in NGL and condensate prices of $6.12 per barrel, or 32%, and $22.26 per barrel, or 35%, respectively. The increase was partially offset by a decrease in natural gas residue volumes of 0.3 million MMBtus, or 2%, which impact was reduced by an increase in natural gas prices of $0.51 per MMBtu, or 32%. Product revenue was also impacted by our commodity hedging activities. Net realized and unrealized losses increased $23.7 million for the three months ended September 30, 2026 compared to the same period in 2025. Product revenues are included entirely in the Midstream Logistics segment.
Operating Costs and Expenses
Cost of sales (excluding depreciation and amortization)
Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the three months ended September 30, 2026, cost of sales increased by $64.9 million, or 28%, to $300.3 million, compared to $235.4 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increase in NGL volumes sold and increases in commodity prices, partially offset by a decrease in natural gas residue volumes. Over 99% of cost of sales (excluding depreciation and amortization) is included in the Midstream Logistics segment.
General and administrative expenses
General and administrative expenses decreased by $7.7 million, or 26%, to $22.4 million for the three months ended September 30, 2026, compared to $30.1 million for the same period in 2025. The decrease was mainly driven by decreases in share-based compensation expenses of $4.9 million, litigation-related fees of $1.9 million and insurance expenses of $1.3 million.
Depreciation and amortization expenses
Depreciation and amortization expenses increased by $8.4 million, or 9%, to $103.8 million for the three months ended September 30, 2026, compared to $95.4 million for the same period in 2025. Of the total increase, $5.0 million primarily related to the Kings Landing Project being placed into service in September 2025, and the balance was associated with other new assets being placed in service over the course of 2025 and the first nine months of 2026.
Other Income (Expenses)
Interest expense
Interest expense decreased by $7.0 million, or 11%, to $54.7 million for the three months ended September 30, 2026, compared to $61.7 million for the same period in 2025. The decrease in interest expense was primarily driven by a decrease in interest expenses of $5.0 million resulting from lower outstanding debt balances and a $3.2 million increase in net realized and unrealized gains on interest rate swaps, partially offset by a decrease in capitalized interest of $1.1 million. Refer to Note 12—
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Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements regarding the Company’s strategy in managing interest rate risk.
Equity in earnings of unconsolidated affiliates
Equity in earnings of unconsolidated affiliates decreased by $11.1 million, or 19%, to $47.2 million for the three months ended September 30, 2026, compared to $58.3 million for the same period in 2025. The decrease was primarily driven by decreases in equity in earnings from PHP of $3.6 million and Breviloba of $3.7 million due to normal operations, and EPIC of $3.8 million due to the divestiture of the Company’s related equity interest in October 2025.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Revenues
For the nine months ended September 30, 2026, revenue increased by $226.8 million, or 17%, to $1.56 billion, compared to $1.33 billion for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL, condensate and natural gas residue volumes sold and higher NGL and condensate prices, partially offset by a decrease in service revenue.
Service revenue
Service revenue for the nine months ended September 30, 2026 decreased by $46.7 million, or 14%, to $297.2 million, compared to $343.9 million for the same period in 2025, due to the period-over-period increase in total gathered and processed gas volumes where we function as the principal, resulting in higher amounts of fee revenue being reported within cost of sales as noted in footnote (1) of the table above, where fee revenue reported within cost of sales increased by $89.9 million for the nine months ended September 30, 2026 compared to the same period in 2025. The decrease was also partially driven by a period-over-period decrease in gathered gas volumes of 20.0 MMcf/d, or 1%, which was partially offset by a period-over-period increase in processed gas volumes of 38.4 MMcf/d, or 2%. Over 97% of service revenues are included in the Midstream Logistics segment for the nine months ended September 30, 2026.
Product revenue
Product revenue for the nine months ended September 30, 2026 increased by $269.3 million, or 27%, to $1.25 billion, compared to $981.7 million for the same period in 2025, primarily driven by increases in NGL, condensate, and natural gas residue volumes sold and increases in NGL and condensate prices. Period-over-period NGL and condensate volumes sold increased by 13.0 million barrels, or 33% and period-over-period natural gas residue volumes sold increased by 6.1 million MMBtu, or 16%. The increase was also driven by increases in NGL and condensate prices of $1.45 per barrel, or 7%, and $18.72 per barrel, or 29%, respectively. The increases were partially offset by a decrease in natural gas residue prices of $1.12 per MMBtu, or 55%. Product revenue was also impacted by our commodity hedging activities. The Company recognized net realized and unrealized losses of $49.9 million for the nine months ended September 30, 2026 compared to net realized and unrealized gains of $13.4 million for the same period in 2025. Product revenues are included entirely in the Midstream Logistics segment.
Operating Costs and Expenses
Cost of sales (excluding depreciation and amortization)
Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the nine months ended September 30, 2026, cost of sales increased by $111.2 million, or 18%, to $726.6 million, compared to $615.5 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increases in NGL, condensate and natural gas residue volumes sold and increases in NGL and condensate prices, partially offset by a decrease in natural gas residue prices. Over 99% of cost of sales (excluding depreciation and amortization) is included in the Midstream Logistics segment.
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Depreciation and amortization expenses
Depreciation and amortization expenses increased by $27.1 million, or 10% to $309.0 million for the nine months ended September 30, 2026, compared to $281.8 million for the same period in 2025. Of the total increase, $17.7 million primarily relates to the Kings Landing Project being placed into service in September 2025, and the balance is associated with other new assets being placed in service over the course of 2025 and the first nine months of 2026.
Other Income (Expenses)
Interest expense
Interest expense decreased by $11.7 million, or 7%, to $162.3 million for the nine months ended September 30, 2026, compared to $173.9 million for the same period in 2025. The decrease in interest expense was primarily driven by a decrease in interest expenses of $7.3 million due to lower outstanding debt balances, and an $8.6 million increase in net realized and unrealized gains on interest rate swaps, partially offset by a $4.2 million decrease in capitalized interest. Refer to Note 12 Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements regarding the Company’s strategy in managing interest rate risk.
Equity in earnings of unconsolidated affiliates
Equity in earnings of unconsolidated affiliates decreased by $18.7 million, or 11%, to $155.8 million for the nine months ended September 30, 2026, compared to $174.5 million for the same period in 2025. The decrease was primarily driven by decreases in equity in earnings from Breviloba of $12.2 million due to normal operations, and EPIC of $11.3 million due to the divestiture of the Company’s related equity interest in October 2025. The decrease was partially offset by an increase in equity in earnings from PHP of $4.8 million.
Income Tax Expense
Income tax expense increased by $8.2 million, or 74% to $19.2 million for the nine months ended September 30, 2026, compared to $11.0 million for the same period in 2025. The increase was primarily driven by higher income before income taxes for the nine months ended September 30, 2026.

Key Performance Metrics
Adjusted EBITDA
Adjusted EBITDA is defined as net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or nonrecurring charges. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.
We believe that Adjusted EBITDA provides a meaningful understanding of certain aspects of earnings before the impact of investing and financing charges and income taxes. Adjusted EBITDA is useful to an investor in evaluating our performance because this measure:
•is widely used by analysts, investors and competitors to measure a company’s operating performance;
•is a financial measurement that is used by rating agencies and other parties to evaluate our creditworthiness; and
•is used by our management for various purposes, including as a basis for strategic planning and forecasting.
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Adjusted EBITDA is not defined in GAAP
The GAAP measure used by the Company that is most directly comparable to Adjusted EBITDA is net income including noncontrolling interest. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including noncontrolling interest or any other measure of financial performance presented in accordance with GAAP. Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income including noncontrolling interest. Adjusted EBITDA should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. The Company’s definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies in the industry, thereby diminishing its utility.
Reconciliation of non-GAAP financial measure
Company management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable GAAP measure, understanding the differences between Adjusted EBITDA as compared to net income including noncontrolling interest, and incorporating this knowledge into its decision-making processes. Management believes that investors benefit from having access to the same financial measure that the Company uses in evaluating operating results.
The following table presents a reconciliation of the GAAP financial measure of net income including noncontrolling interest to the non-GAAP financial measure of Adjusted EBITDA.

Three Months Ended September 30,Nine Months Ended September 30,
20262025% Change20262025% Change
(In thousands, except percentages)
Reconciliation of net income including noncontrolling interest to Adjusted EBITDA
Net income including noncontrolling interest
$50,922 $15,549 NM$168,910 $109,227 55%
Add back:
Interest expense54,709 61,721 (11%)162,250 173,949 (7%)
Income tax expense
5,527 1,109 NM19,172 11,003 74%
Depreciation and amortization expenses
103,803 95,409 9%308,967 281,845 10%
Amortization of contract cost assets2,054 1,744 18%6,058 5,054 20%
Proportionate EMI EBITDA67,623 87,715 (23%)212,530 263,345 (19%)
Share-based compensation9,346 14,229 (34%)39,074 44,577 (12%)
Loss on disposal of assets, net— 50 (100%)— — —%
Loss on debt extinguishment— — —%— 635 (100%)
Commodity hedging unrealized loss
27,800 6,485 NM25,189 — 100%
Contingent liability fair value adjustment
— 5,700 (100%)— 5,700 (100%)
Integration costs
— 6,650 (100%)368 12,621 (97%)
Acquisition / divestiture transaction costs
— 812 (100%)— 812 (100%)
Litigation costs
2,959 3,746 (21%)19,947 9,142 118%
Other one-time cost or amortization828 170 NM4,180 6,566 (36%)
Deduct:
Interest income195 166 17%659 1,274 (48%)
Commodity hedging unrealized gain— — —%— 13,131 (100%)
Gain on disposal of assets, net
7 — 100%62 15 NM
Equity in earnings of unconsolidated affiliates
47,225 58,289 (19%)155,796 174,472 (11%)
Adjusted EBITDA$278,144 $242,634 15%$810,128 $735,584 10%
NM - not meaningful
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For the three months ended September 30, 2026, Adjusted EBITDA increased by $35.5 million, or 15%, to $278.1 million, compared to $242.6 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report, the change was driven by higher operating revenues of $105.4 million and lower operating expenses, ad valorem taxes and general and administrative expenses, totaling $11.8 million, partially offset by higher cost of sales (excluding depreciation and amortization) of $64.9 million, a decrease in proportionate EMI EBITDA of $20.1 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC. The increase also reflected a higher unrealized losses on commodity hedging activities of $21.3 million, partially offset by decreases in fair value adjustments to contingent liabilities of $5.7 million, share-based compensation expenses of $4.9 million, and integration, transaction and other one-time costs or amortization totaling $7.6 million.
For the nine months ended September 30, 2026, Adjusted EBITDA increased by $74.5 million, or 10%, to $810.1 million, compared to $735.6 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report, the change reflected higher operating revenues of $226.8 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $122.4 million, a decrease in proportionate EMI EBITDA of $50.8 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC, and an unrealized loss on commodity hedging activities of $25.2 million compared to an unrealized gain on commodity hedging activities of $13.1 million in the same period in 2025. The increase was further offset by lower integration, transaction and other one-time costs or amortization totaling $15.5 million.
Segment Adjusted EBITDA
Segment Adjusted EBITDA is defined as segment net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or nonrecurring charges. The following table presents Segment Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025. Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for a reconciliation of Segment Adjusted EBITDA to net income before income taxes.
Three Months Ended September 30,Nine Months Ended September 30,
20262025% Change20262025% Change
(In thousands, except percentages)
Midstream Logistics$203,571 $151,358 34%$587,259 $462,763 27%
Pipeline Transportation78,511 95,454 (18%)239,487 286,104 (16%)
Corporate and Other(1)
(3,938)(4,178)(6%)(16,618)(13,283)25%
Total Segment Adjusted EBITDA
$278,144 $242,634 15%$810,128 $735,584 10%
(1)Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items.
Midstream Logistics Segment Adjusted EBITDA increased by $52.2 million, or 34%, to $203.6 million for the three months ended September 30, 2026, compared to $151.4 million for the same period in 2025. The change was primarily driven by higher operating revenues of $102.9 million and higher unrealized losses on commodity hedging activities of $21.3 million, partially offset by higher cost of sales (excluding depreciation and amortization) of $65.4 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report.
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Midstream Logistics Segment Adjusted EBITDA increased by $124.5 million, or 27%, to $587.3 million for the nine months ended September 30, 2026, compared to $462.8 million for the same period in 2025. The change was primarily driven by higher operating revenues of $224.7 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses and ad valorem taxes, totaling $123.4 million. Also lending to the increase was an unrealized loss on commodity hedging activities of $25.2 million during the nine months ended September 30, 2026 compared to an unrealized gain on commodity hedging activities of $13.1 million in the same period of 2025. The increase was also offset by decreases in fair value adjustments to contingent liabilities of $5.7 million and integration, transaction and other one-time costs or amortizations totaling $10.8 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report.
Pipeline Transportation Segment Adjusted EBITDA decreased by $16.9 million, or 18%, to $78.5 million for the three months ended September 30, 2026, compared to $95.5 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $20.1 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025, partially offset by higher operating revenues of $3.5 million.
Pipeline Transportation Segment Adjusted EBITDA decreased by $46.6 million, or 16%, to $239.5 million for the nine months ended September 30, 2026, compared to $286.1 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $50.8 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025, partially offset by higher operating revenues of $3.9 million.

Contractual Obligations
We have contractual obligations for principal and interest payments on our 2028 Notes, 2030 Notes, and under the Term Loan Credit Agreement, the Revolving Credit Agreement and the Amended A/R Facility. See Note 7—Debt and Financing Costs in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report.
Under certain clauses of our transportation services agreements with third party pipelines to transport natural gas and NGLs, if we fail to ship a minimum throughput volume, then we will pay certain deficiency payments for transportation based on the volume shortfall up to the MVC amount.

Liquidity and Capital Resources
The Company’s primary use of capital since inception has been for the initial construction of gathering and processing assets, as well as the acquisition of businesses and EMI pipelines and associated subsequent construction costs. For 2026, the Company’s primary spending requirements are related to budgeted capital expenditures for the construction and maintenance of gathering and processing assets, the Company’s contractual debt obligations, and quarterly cash dividends.
During the nine months ended September 30, 2026, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the revolving credit facility and Amended A/R Facility, and cash generated from operations. Based on the Company’s current financial plan, the Company believes that cash from operations, distributions from the EMI pipelines and remaining borrowing capacity on our credit facilities will generate cash flows in excess of capital expenditures and the amount required to fund the Company’s planned quarterly dividend over the next 12 months. The following table presents a summary of the Company’s key liquidity indicators at the dates presented:
Liquidity
September 30, 2026
(In thousands)
Total CapacityOutstanding Borrowings
Letters of Credit
Available Borrowing Capacity
A/R Facility$225,000 $225,000 $— $— 
Revolving Line of Credit1,600,000 525,000 12,600 1,062,400 
Total $1,825,000 $750,000 $12,600 $1,062,400 
Cash and cash equivalents7,024 
Total liquidity$1,069,424 
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December 31, 2025
(In thousands)
Total CapacityOutstanding Borrowings
Letters of Credit
Available Borrowing Capacity
A/R Facility$250,000 $165,200 $— $84,800 
Revolving Line of Credit1,600,000 453,000 12,600 1,134,400 
Total $1,850,000 $618,200 $12,600 $1,219,200 
Cash and cash equivalents3,951 
Total liquidity$1,223,151 
Long-term Financing
From time to time, we issue long-term debt. Our senior unsecured notes are fixed rate borrowings; however, we have some exposure to the risk of changes in interest rates, primarily as a result of the variable rate borrowings under the term loan, revolving credit facilities and the Amended A/R Facility. We use interest rate swaps to mitigate the impact of changes in interest rates on cash flows. See Note 12—Derivatives and Hedging Activities in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report for detailed discussion.
As of September 30, 2026, we had $1.05 billion of our 6.625% senior unsecured notes due 2028 and $1.00 billion of our 5.875% senior unsecured notes due 2030 outstanding. From time to time, we may seek to retire or repurchase our outstanding senior unsecured notes through open-market purchases, privately negotiated transactions or otherwise.
On May 30, 2025, the Partnership entered into the Term Loan Credit Agreement. The proceeds were used to repay and terminate the 2022 Term Loan Credit Agreement. As of September 30, 2026, we had an outstanding borrowing of $1.15 billion under the Term Loan Credit Agreement.
Revolving Credit Agreement
On May 30, 2025, the Partnership entered into the Revolving Credit Agreement. The Revolving Credit Agreement provides for a $1.60 billion senior unsecured revolving credit facility, which includes a $200.0 million sublimit for the issuance of letters of credit, and a $300.0 million sublimit for swingline loans.
All borrowings under the Revolving Credit Agreement mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement. As of September 30, 2026, we had an outstanding borrowing of $525.0 million and remaining borrowing capacity of $1.06 billion.
A/R Facility
On March 31, 2026, the Partnership executed Amendment No. 2 to its Amended A/R Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. Furthermore, Amendment No. 2 introduced an option permitting Kinetik Receivables LLC to request an increase in commitments of up to $50.0 million in aggregate, subject to the Purchaser’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions previously applicable under the A/R Facility. As of September 30, 2026, eligible accounts receivable of $225.0 million were pledged to the Amended A/R Facility as collateral.
Capital Requirements and Expenditures
Our operations require investments to expand, upgrade, maintain or enhance existing operations and to meet environmental and operational regulations. During the nine months ended September 30, 2026 and 2025, capital spending mainly consisted of spending on property, plant and equipment totaling $325.8 million and $358.4 million, respectively, and intangible asset purchases totaling $22.0 million and $30.9 million, respectively.
The Company anticipates its existing capital resources will be sufficient to fund future capital expenditures for EMI pipelines and the Company’s existing infrastructure assets over the next 12 months. For further information on EMIs, refer to Note 6—Equity Method Investments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report.
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Cash Flow
The following tables present cash flows from operating, investing and financing activities during the periods presented:
Nine Months Ended September 30,
20262025
(In thousands)
Cash provided by operating activities$614,387 $494,030 
Cash used in investing activities
$(348,076)$(562,930)
Cash (used in) provided by financing activities
$(263,238)$73,031 
Operating activities. Net cash provided by operating activities increased by $120.4 million for the nine months ended September 30, 2026 to $614.4 million, compared to $494.0 million for the same period in 2025. The change in the operating cash flows reflected (i) an increase in net income including noncontrolling interest of $59.7 million; (ii) an increase in adjustments reconciling net income to operating cash flows of $72.2 million, which was mainly driven by an increase in non-cash derivative fair value adjustments of $54.7 million, partially offset by higher outgoing derivative cash settlements of $24.4 million, an increase in depreciation and amortization expenses of $27.1 million, and a decrease in equity in earnings of unconsolidated affiliates of $18.7 million; and (iii) a decrease in working capital of $11.5 million.
Investing activities. Net cash used in investing activities decreased by $214.9 million for the nine months ended September 30, 2026 to $348.1 million, compared to $562.9 million used in the same period in 2025. The decrease was primarily driven by a decrease in cash used in business acquisitions of $175.5 million related to Barilla Draw Acquisition completed in January 2025 and decreases in property, plant and equipment and intangible assets expenditures of $32.6 million and $8.9 million, respectively.
Financing activities. Net cash used in financing activities was $263.2 million for the nine months ended September 30, 2026, which was comprised of net proceeds from the revolving credit facility and Amended A/R Facility of $131.6 million, fully offset by cash dividends of $394.9 million paid to the holders of Class A Common Stock and Common Units, compared with net cash provided by financing activities of $73.0 million for the nine months ended September 30, 2025, which was comprised of net proceeds from the Company’s long-term debt, revolving credit facility and Amended A/R Facility of $619.3 million, partially offset by cash dividends of $373.8 million paid to the holders of Class A Common Stock and Common Units and cash paid to repurchase Class A Common Stock of $172.6 million.
Dividend
During the nine months ended September 30, 2026, the Company made cash dividend payments of $394.9 million to holders of Class A Common Stock and Common Units and $1.6 million was reinvested in shares of Class A Common Stock by Class A Common Stock and Common Units holders.
On October 13, 2026, the Board declared a cash dividend of $0.81 per share on the Company’s Class A Common Stock which was paid to stockholders on October 30, 2026. The Company, through its ownership of the general partner of the Partnership, declared a distribution of $0.81 per Common Unit from the Partnership to the holders of Common Units, which was paid on October 30, 2026. As described in these Condensed Consolidated Financial Statements, as the context requires, dividends paid to holders of Class A Common Stock and distributions paid to holders of Common Units may be referred to collectively as “dividends.”
Share Repurchase Program
In February 2023, the Board approved the Repurchase Program, authorizing discretionary purchases of the Company’s Class A Common Stock up to $100.0 million in aggregate. In May 2025, the Board approved a $400.0 million increase to the previously announced Repurchase Program. Repurchases may be made at management’s discretion from time to time and will depend on market conditions and may be discontinued at any time without prior notice.
During the nine months ended September 30, 2026, the Company did not repurchase any of its Class A Common Stock under the Repurchase Program.

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Off-Balance Sheet Arrangements
As of September 30, 2026, there were no off-balance sheet arrangements.

Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Please refer to information regarding our critical accounting policies and estimates included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to various market risks, including the effects of adverse changes in commodity prices and credit risk as described below. The Company continually monitors its market risk exposure, including the impact of regional and international political instability, foreign and domestic trade policies under the Trump Administration and monetary policy addressing the interest rate and inflation trend, which continued to have significant impact on volatility and uncertainties in the financial markets during 2026.
Commodity Price Risk
The results of the Company’s operations may be affected by the market prices of oil, natural gas and NGLs. A portion of the Company’s revenue is directly tied to local crude, natural gas, NGLs and condensate prices in the Permian Basin and the U.S. Gulf Coast. Fluctuations in commodity prices also impact operating cost elements both directly and indirectly. For example, commodity prices directly impact costs such as power and fuel, which are expenses that increase or decrease in line with changes in commodity prices. Commodity prices also affect industry activity and demand, thus indirectly impacting the cost of items such as labor and equipment rentals. Management regularly reviews the Company’s potential exposure to commodity price risk and uses financial or physical arrangements to mitigate potential volatility. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for additional discussion regarding our hedging strategies and objectives.
Interest Rate Risk
At its October 2026 meeting, the FOMC held the target range for the federal funds rate at 3.75%–4.00%. Continued inflationary pressures, changes in monetary policy and elevated interest rates could increase our operating and borrowing costs, affect the availability and cost of capital and adversely affect economic activity and the financial condition of our customers.
As of September 30, 2026, the Company had $1.90 billion of floating rate debt outstanding. A hypothetical 1.0% change in interest rates, ignoring the economic effect of current interest rate swaps, would result in a maximum potential change to annual interest expense of approximately $19.0 million for the Revolving Credit Agreement, the Term Loan Credit Agreement and the Amended A/R Facility. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for additional discussion regarding our related hedging strategies and objectives.
Credit Risk
There have been no material changes in the Company’s credit risk exposure that would affect the quantitative or qualitative disclosures presented as of December 31, 2025, in Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

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ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of September 30, 2026, pursuant to Rule 13a-15(b) of the Exchange Act, the Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Accounting and Administrative Officer, who serves as the principal financial officer and principal accounting officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Accounting and Administrative Officer concluded that the design and operation of the Company’s disclosure controls and procedures were effective as of September 30, 2026.
The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the applicable rules and forms of the SEC. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Accounting and Administrative Officer, as appropriate, to allow timely decisions regarding required disclosure.
Change in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
For further information regarding legal proceedings, refer to Note 16—Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report.

ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in Part I, Item 1A — “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchase of Class A Common Stock
During the three months ended September 30, 2026, the Company did not repurchase any of its Class A Common Stock under the Repurchase Program.

ITEM 5. OTHER INFORMATION
Trading Arrangements
In August 2026, we adopted a policy for awards that will vest in the year ended December 31, 2026 and beyond (unless and until such policy is subsequently terminated or modified by the Company) pursuant to which any participant who has received an award with mandatory sell-to-cover provisions will be required to sell, upon the settlement of any RSUs or PSUs, a portion of the shares subject to the award sufficient to cover tax withholding obligations and to remit an amount equal to such tax withholding obligations to the Company. In connection with the adoption of the policy, the Compensation Committee of the Board amended outstanding award agreements for all of our executive officers other than our Chief Executive Officer to institute automatic sell-to-cover, and the form of such amendment is filed with this Quarterly Report as Exhibit 10.2, which is incorporated herein by reference.
Other than the sell-to-cover arrangements described above, during the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Organizational Update
Effective November 4, 2026, Jake Loden was appointed Senior Vice President, Chief Accounting Officer and Controller, assuming the Chief Accounting Officer title from Steve Stellato. Mr. Stellato continues to serve as Executive Vice President, Chief Administrative Officer and was appointed Chief People Officer effective as of November 4, 2026. Mr. Stellato will maintain his roles as the Company’s Principal Financial Officer and Principal Accounting Officer.
42
Table of Contents
ITEM 6. EXHIBITS
EXHIBIT NO.DESCRIPTION
3.1–
3.2–
3.3–
4.1–
4.2–
4.3–
4.4–
4.5–
4.6–
4.7–
10.1–
10.2†–
10.3**–
31.1*–
31.2*–
32.1**–
32.2**–
101*–
The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Changes in Equity and Noncontrolling Interests and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
101.SCH*–Inline XBRL Taxonomy Schema Document.
101.CAL*–Inline XBRL Calculation Linkbase Document.
101.DEF*–Inline XBRL Definition Linkbase Document.
101.LAB*–Inline XBRL Label Linkbase Document.
101.PRE*–Inline XBRL Presentation Linkbase Document.
104*–Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
† Management contracts or compensatory plans or arrangements.
43
Table of Contents
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.
    
KINETIK HOLDINGS INC.
Dated:November 5, 2026/s/ Jamie Welch
Jamie Welch
Chief Executive Officer, President and Director
(Principal Executive Officer)
Dated:November 5, 2026/s/ Steven Stellato
Steven Stellato
Executive Vice President, Chief Administrative Officer and Chief People Officer
(Principal Financial Officer and Principal Accounting Officer)

44
For holders of RSUs and PSUs
EXHIBIT 10.2

AMENDMENT TO AWARD AGREEMENTS

This Amendment (the “Amendment”) to the Award Agreements (as defined below) is entered into as of ___________, 2026 (the “Execution Date”) by and between Kinetik Holdings Inc., a Delaware corporation (the “Company”), and ___________________ (the “Grantee” and, together with the Company, the “Parties”), effective as of, (i) if the Grantee is a director or officer of the Company (as defined in Rule 16a-1(f) adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the later to occur of (x) the ninety first (91st) day after the Execution Date and (y) two (2) business days following the disclosure of the Company's financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which the Execution Date occurs (but, in any event, no later than the one hundred twenty first (121st) day after the Execution Date), or (ii) if the Grantee is not a director or officer of the Company, the thirty first (31st) day after the Execution Date. Capitalized terms used but not defined herein shall have their respective meanings set forth in the applicable Award Agreement.
The Parties have entered into certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreements (the “RSU Agreements”) and certain Performance Stock Unit Grant Notice and Performance Stock Unit Agreements (the “PSU Agreements, and, together with the RSU Agreements, the “Award Agreements”) pursuant to the Kinetik Holdings Inc. 2019 Omnibus Compensation Plan, pursuant to which the Company granted to Grantee awards of RSUs and PSUs, as applicable.
The Parties desire to amend certain provisions of each Award Agreement, as set forth herein.
AGREEMENT
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereto hereby agree as follows:
1.Paragraph 5 of Exhibit A of each RSU Agreement is hereby amended and restated in its entirety as follows:
5.    Tax Withholding. 
(a)Any income taxes, Federal Insurance Contributions Act, state disability insurance, or other similar payroll and withholding taxes (“Withholding Obligation”) arising with respect to the RSUs or any Dividend Equivalents settled in Stock are the Participant’s sole responsibility and shall be settled pursuant to Section 5(b) or 5(c), below. With respect to any Dividend Equivalents settled in cash, the amount of cash paid to the Participant with respect to such Dividend Equivalents will be reduced by the Withholding Obligation.



(b)By accepting this Agreement, the Participant hereby elects, effective on the Date of Grant, to sell shares of Stock held by the Participant in an amount and at such time as is determined in accordance with this Section 5(b), and to allow the Agent, as defined below, to remit the cash proceeds of such sales to the Company or its Affiliate that employs the Participant as more specifically set forth below (a “Sell to Cover”) to permit the Participant to satisfy the Withholding Obligation to the extent the Withholding Obligation is not otherwise satisfied pursuant to the provisions of Section 5(c) below, and the Participant further acknowledges and agrees to the following provisions:

(i)The Participant hereby irrevocably appoint the Company’s designated broker, Fidelity Brokerage Services LLC, or such other broker as the Company may select, as the Participant’s agent (the “Agent”), and the Participant authorizes and directs the Agent to:

(A)Sell on the open market at the then prevailing market price(s), on the Participant’s behalf, as soon as practicable on or after the settlement of the vested RSUs, the minimum number of shares of Stock necessary to generate proceeds to cover the satisfaction of the Withholding Obligation (based on the statutory withholding rates for federal, state and local tax purposes, including payroll taxes, that are applicable to such taxable income and necessary to satisfy the Company’s or its Affiliate’s tax withholding obligations);

(B)Remit directly to the Company or its Affiliate that employs the Participant the proceeds necessary to satisfy the Withholding Obligation; and

(C)Deposit any remaining funds in the Participant’s account.

(ii)The Participant acknowledges that the Participant’s election to Sell to Cover and the corresponding authorization and instruction to the Agent set forth in Section 5(b) is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act, and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act (the Participant’s election to Sell to Cover and the provisions of Section 5(b), collectively, the “10b5-1 Plan”). The Participant acknowledges that by accepting this Award, the Participant is adopting the 10b5-1 Plan to permit the Participant to satisfy the Withholding Obligation. The Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another (and with the Participant’s employer) to determine the number of shares of Stock that must be sold pursuant to Section 5(b) to satisfy the Withholding Obligation.

(iii)The Participant acknowledges that the Agent is under no obligation to arrange for the sale of Stock at any particular price under this 10b5-1 Plan and that the Agent may effect sales as provided in this 10b5-1 Plan in one or more sales and that the average price for executions resulting from bunched orders may be assigned to the Participant’s account. In addition, the Participant acknowledges that it may not be possible to sell shares of Stock as


provided for in this 10b5-1 Plan, and in the event of the Agent’s inability to sell shares of Stock, the Participant will continue to be responsible for the Withholding Obligation.

(iv)The Participant hereby agrees to execute and deliver to the Agent (and authorize the Company on the Participant’s behalf to execute and deliver to the Agent) any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this 10b5-1 Plan. The Agent is a third-party beneficiary of Section 5(b) and the terms of this 10b5-1 Plan.

(v)The Participant’s election to Sell to Cover and to enter into this 10b5-1 Plan is irrevocable. This 10b5-1 Plan shall terminate not later than the date on which the Withholding Obligation arising from the vesting and settlement with respect to 100% of the RSUs is satisfied.

(c)Stock receivable upon settlement (including Stock subject to the Withholding Obligation) will be taxable to the Participant in an amount equal to the closing price of the shares on the date of settlement (or, if such date is not a business day, the last day preceding such day).

The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor.  The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.
2.Paragraph 5 of Exhibit A of each PSU Agreement is hereby amended and restated in its entirety as follows:
5.    Tax Withholding. 
(a)Any income taxes, Federal Insurance Contributions Act, state disability insurance, or other similar payroll and withholding taxes (“Withholding Obligation”) arising with respect to the PSUs or any Dividend Equivalents settled in Stock are the Participant’s sole responsibility and shall be settled pursuant to Section 5(b) or 5(c), below. With respect to any Dividend Equivalents settled in cash, the amount of cash paid to the Participant with respect to such Dividend Equivalents will be reduced by the Withholding Obligation.

(b)By accepting this Agreement, the Participant hereby elects, effective on the Date of Grant, to sell shares of Stock held by the Participant in an amount and at such time as is determined in accordance with this Section 5(b), and to allow the Agent, as defined below, to remit the cash proceeds of such sales to the Company or its Affiliate that employs the Participant as more specifically set forth below (a “Sell to Cover”) to permit the Participant to satisfy the Withholding Obligation to the extent the Withholding Obligation is not otherwise satisfied


pursuant to the provisions of Section 5(c) below, and the Participant further acknowledges and agrees to the following provisions:

(i)The Participant hereby irrevocably appoint the Company’s designated broker, Fidelity Brokerage Services LLC, or such other broker as the Company may select, as the Participant’s agent (the “Agent”), and the Participant authorizes and directs the Agent to:

(A)Sell on the open market at the then prevailing market price(s), on the Participant’s behalf, as soon as practicable on or after the settlement of the vested PSUs, the minimum number of shares of Stock necessary to generate proceeds to cover the satisfaction of the Withholding Obligation (based on the statutory withholding rates for federal, state and local tax purposes, including payroll taxes, that are applicable to such taxable income and necessary to satisfy the Company’s or its Affiliate’s tax withholding obligations);

(B)Remit directly to the Company or its Affiliate that employs the Participant the proceeds necessary to satisfy the Withholding Obligation; and

(C)Deposit any remaining funds in the Participant’s account.

(ii)The Participant acknowledges that the Participant’s election to Sell to Cover and the corresponding authorization and instruction to the Agent set forth in Section 5(b) is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act, and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act (the Participant’s election to Sell to Cover and the provisions of Section 5(b), collectively, the “10b5-1 Plan”). The Participant acknowledges that by accepting this Award, the Participant is adopting the 10b5-1 Plan to permit the Participant to satisfy the Withholding Obligation. The Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another (and with the Participant’s employer) to determine the number of shares of Stock that must be sold pursuant to Section 5(b) to satisfy the Withholding Obligation.

(iii)The Participant acknowledges that the Agent is under no obligation to arrange for the sale of Stock at any particular price under this 10b5-1 Plan and that the Agent may effect sales as provided in this 10b5-1 Plan in one or more sales and that the average price for executions resulting from bunched orders may be assigned to the Participant’s account. In addition, the Participant acknowledges that it may not be possible to sell shares of Stock as provided for in this 10b5-1 Plan, and in the event of the Agent’s inability to sell shares of Stock, the Participant will continue to be responsible for the Withholding Obligation.

(iv)The Participant hereby agrees to execute and deliver to the Agent (and authorize the Company on the Participant’s behalf to execute and deliver to the Agent) any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out


the purposes and intent of this 10b5-1 Plan. The Agent is a third-party beneficiary of Section 5(b) and the terms of this 10b5-1 Plan.

(v)The Participant’s election to Sell to Cover and to enter into this 10b5-1 Plan is irrevocable. This 10b5-1 Plan shall terminate not later than the date on which the Withholding Obligation arising from the vesting and settlement with respect to 100% of the PSUs is satisfied.

(c)Stock receivable upon settlement (including Stock subject to the Withholding Obligation) will be taxable to the Participant in an amount equal to the closing price of the shares on the date of settlement (or, if such date is not a business day, the last day preceding such day).

The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor.  The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.
3.If the Grantee is a director or officer of the Company, the Grantee represents and warrants that, as of the Execution Date (i) the Grantee is not aware of any material non-public information regarding the Company or any of its securities and (ii) the Grantee is entering into this Amendment in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 adopted under the Exchange Act.

4.This Amendment shall be governed by the laws of the State of Delaware.

5.This Amendment may be executed in any number of counterparts (including a portable document format (PDF) copy thereof) with the same effect as if both Parties had signed the same document.

6.Except as hereby amended, each Award Agreement shall remain in full force and effect.

*    *    *    *    *



The Parties have executed this Amendment as of the date first written above.

image_1a.jpg
KINETIK HOLDINGS INC.

    By:______________________________________
    Name: Steven Stellato
    Title: EVP, Chief Administrative & Accounting Officer
    

GRANTEE

            

Name:         


Signature Page To
Amendment To Award Agreements

EXHIBIT 10.3
Commitment Increase Request
October 29, 2026
PNC Bank, National Association The Tower at PNC Plaza
300 Fifth Avenue, 11th Floor Pittsburgh, PA 15222

Re: Commitment Increase Request Ladies and Gentlemen:
Reference is hereby made to that certain Receivables Purchase Agreement, dated as of April 2, 2024, among Kinetik Receivables LLC (the “Seller”), Kinetik Holdings LP, as Servicer (the “Servicer”), the Purchasers party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Commitment Increase Request and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.
This letter constitutes a Commitment Increase Request pursuant to Section 2.02(g) of the Agreement. The Seller hereby requests that the Purchasers increase their Commitments on a pro rata basis in the amount of $50,000,000 to be made on October 30, 2026. After giving effect to such increase, the aggregate Commitments will be $275,000,000.
The Seller hereby acknowledges that, upon the effectiveness of such increase in accordance with Section 2.02(g) of the Agreement, (a) the Facility Limit under the Agreement shall be increased to $275,000,000 and (b) the Commitments of the Purchasers shall be as set forth on the revised Schedule I to the Agreement attached hereto as Exhibit A. The Seller hereby requests that the Administrative Agent, pursuant to its authority under Section 12.01 of the Agreement, replace Schedule I with the revised Schedule I attached hereto as Exhibit A, which shall thereafter constitute Schedule I to the Agreement for all purposes thereof.
The Seller hereby represents and warrants as of the date hereof, and after giving effect to such increase, as follows:
(i)the representations and warranties of the Seller and the Servicer contained in Sections 6.01 and 6.02 of the Agreement are true and correct in all material respects on and as of the date of such increase as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii)no Event of Default or Potential Default has occurred and is continuing, and no Event of Default or Potential Default would result from such increase;
(iii)the Termination Date has not occurred;


(iv)    the increase will not result in a breach of any obligation under the Revolving Credit Agreement; and
(v)the Aggregate Capital equals or exceeds the Minimum Funding Threshold.


[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized officer as of the date first above written.
Very truly yours,
KINETIK RECEIVABLES LLC, as Seller


By:         Name: Trevor Howard
Title:    Senior Vice President and Chief Financial Officer








































[Signature Page to Commitment Increase Request (Kinetik)]


EXHIBIT A
SCHEDULE I (PURCHASERS AND COMMITMENTS)


See attached.


SCHEDULE I
Purchasers & Commitments

Purchaser
Commitment
PNC Bank, National Association
$275,000,000


Execution Version

October 30, 2026
Kinetik Receivables LLC
2700 Post Oak Blvd., Suite 300
Houston, Texas 77056-4400
Re: Commitment Increase Fee Letter – Receivables Purchase Agreement
Ladies and Gentlemen:
This fee letter (as amended, restated, supplemented or otherwise modified from time to time, this “Fee Letter”) is being delivered in connection with that certain Receivables Purchase Agreement, dated as of April 2, 2024 (as amended by that certain Amendment No. 1 to Receivables Purchase Agreement, dated as of April 1, 2025, as further amended by that certain Amendment No. 2 to Receivables Purchase Agreement, dated as of March 31, 2026, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), among Kinetik Receivables LLC (the “Seller”), Kinetik Holdings LP, as initial Servicer (in such capacity, the “Servicer”), the Persons from time to time party thereto as Purchasers, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and PNC Capital Markets LLC, as Structuring Agent. Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in, or by reference in, the Receivables Purchase Agreement. This Fee Letter is one of the “Fee Letters” referred to in Section 2.03(a) of the Receivables Purchase Agreement.
In consideration of the agreement of the Purchaser to increase its Commitment under the Receivables Purchase Agreement by $50,000,000 pursuant to Section 2.02(g) of the Receivables Purchase Agreement (the “Increase”), Seller hereby agrees to pay to the Structuring Agent (for its own account), an “Increase Fee” in an amount equal to $10,342.00, which Increase Fee shall accrue, and shall be due and payable, on the date hereof.
Each fee payable by the Seller hereunder (i) shall be paid by the Seller in Dollars by wire transfer of immediately available funds on or prior to the date when due, (ii) will be (and shall be deemed to be for all purposes) fully earned as of the day on which it accrues, and (iii) shall not be refundable under any circumstances. For the avoidance of doubt, each of the fees set forth herein is payable in addition to, and not in lieu of, any other fees or amounts payable by the Seller-Related Parties under, or in connection with, the Receivables Purchase Agreement and the other Transaction Documents.
The terms contained in this Fee Letter are confidential and, except for disclosure permitted by the Receivables Purchase Agreement, may not be disclosed in whole or in part to any other person or entity without prior written consent of the Administrative Agent.
This Fee Letter may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile, electronic mail or other electronic means shall be equally effective as delivery of an originally executed counterpart.
The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document to be signed in connection with this Fee Letter and the transactions contemplated hereby (including without limitation amendments, waivers and consents in connection herewith) shall be deemed to include electronic signatures, or the keeping of records in


electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
This Fee Letter contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and the payment of the fees specified above and shall (together with each of the other documents related hereto) constitute the entire agreement among the parties hereto with respect thereto superseding all prior oral or written understandings. Any provisions of this Fee Letter which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
This Fee Letter may only be amended, restated, supplemented or otherwise modified by a written instrument, signed by each of the parties hereto. This Fee Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that the Seller may not assign any of its rights or obligations under this Fee Letter without the prior written consent of each of the parties hereto.
This Fee Letter is solely for the benefit of the parties hereto and, except as expressly stated herein, no other person or entity shall obtain any rights hereunder or be entitled to rely or claim reliance upon the terms and conditions hereof.
This Fee Letter and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Fee Letter (except as expressly specified herein) and the transactions contemplated hereby shall be governed by, and construed in accordance with, the Law of the State of New York. Section 12.10 of the Receivables Purchase Agreement is hereby incorporated by reference and shall apply to this Fee Letter and the transactions contemplated hereby as if such Section were set forth herein in its entirety.
(Signature pages follow)












Please evidence your agreement to the terms of this Fee Letter by signing the enclosed copy and returning it to the Administrative Agent.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent



By:    _ Name: Michael Brown
Title: Executive Vice President




PNC BANK, NATIONAL ASSOCIATION,
as a Purchaser




By:    _ Name: Michael Brown
Title: Executive Vice President















PNC CAPITAL MARKETS LLC,
as Structuring Agent


By:    _ Name: Michael Brown
Title: Managing Director















































[Signature Page to Commitment Increase Fee Letter (Kinetik)]


ACKNOWLEDGED AND AGREED TO
as of the date first above written

KINETIK RECEIVABLES LLC,
as Seller



By:     
Name: Trevor Howard
Title: Senior Vice President and Chief Financial Officer

image_1.jpgimage_1.jpg
































[Signature Page to Commitment Increase Fee Letter (Kinetik)]

EXHIBIT 31.1

CERTIFICATIONS

I, Jamie Welch, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Kinetik Holdings Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2026
/s/ Jamie Welch
Jamie Welch
Chief Executive Officer, President and Director

EXHIBIT 31.2

CERTIFICATIONS

I, Steven Stellato, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Kinetik Holdings Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2026
/s/ Steven Stellato
Steven Stellato
Executive Vice President, Chief Accounting and Chief Administrative Officer

EXHIBIT 32.1
KINETIK HOLDINGS INC.
Certification of Principal Executive Officer


I, Jamie Welch, Chief Executive Officer, President and Director, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of Kinetik Holdings Inc. for the quarterly period ending September 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o (d)) and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Kinetik Holdings Inc.



Date: November 5, 2026
/s/ Jamie Welch
Jamie Welch
Chief Executive Officer, President and Director

EXHIBIT 32.2

KINETIK HOLDINGS INC.
Certification of Principal Financial Officer

I, Steven Stellato, Executive Vice President, Chief Accounting and Chief Administrative Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of Kinetik Holdings Inc. for the quarterly period ending September 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o (d)) and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Kinetik Holdings Inc.



Date: November 5, 2026

/s/ Steven Stellato
Steven Stellato

Executive Vice President, Chief Accounting and Chief Administrative Officer