株探米国株
英語
エドガーで原本を確認する
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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 June 30, 2025
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)
Delaware 81-4675947
(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 class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.0001 par value KNTK New York Stock Exchange
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 July 31, 2025
61,474,513 
Number of shares of registrant’s Class C Common Stock, par value $0.0001 per share issued and outstanding as of July 31, 2025
100,457,604 


TABLE OF CONTENTS

 
Item Page
PART I — FINANCIAL INFORMATION
1.
10.EQUITY
2.
3.
4.
PART II — OTHER INFORMATION
1.
1A.
2.
5.
6.
i

GLOSSARY OF TERMS
The following are abbreviations and definitions of certain terms which may be used in this Quarterly Report on Form 10-Q and certain terms which are commonly used in the exploration, production and midstream sectors of the oil and natural gas industry:
•A/R Facility. Accounts Receivable Securitization Facility
•ASC. Accounting Standards Codification
•ASU. Accounting Standards Updates
•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
•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
•EBITDA. Earnings before interest, taxes, depreciation, and amortization
•Field. An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations
•FASB. Financial Accounting Standards Board
•GAAP. United States Generally Accepted Accounting Principles
•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
•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
•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




ii

FORWARD-LOOKING STATEMENTS AND RISK
•SEC. United States Securities and Exchange Commission This Quarterly Report on Form 10-Q 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 on Form 10-Q, 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. 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. Key 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 from the Barilla Draw Acquisition and Durango Acquisition (as defined herein). 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, electricity and other products or services;
•competition from other pipelines, terminals or other forms of midstream assets 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 of 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 the global geopolitical conflicts, foreign and domestic trade policies under the Trump Administration and other factors; 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, 2024, filed on March 3, 2025.
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Other factors or events that could cause the Company’s actual results 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 on Form 10-Q. 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

PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands, except per share data)
Operating revenues:
Service revenue $ 112,654  $ 96,415  $ 240,580  $ 198,610 
Product revenue 311,590  260,102  624,095  496,669 
Other revenue 2,494  2,940  5,326  5,572 
Total operating revenues(1)
426,738  359,457  870,001  700,851 
Operating costs and expenses:
Costs of sales (excluding depreciation and amortization)(2) (3)
156,697  146,513  380,061  300,200 
Operating expenses 68,045  44,068  131,648  87,474 
Ad valorem taxes 6,559  6,212  13,350  12,504 
General and administrative expenses 24,244  31,091  61,836  65,227 
Depreciation and amortization expenses 93,763  75,061  186,436  148,667 
(Gain) loss on disposal of assets, net
(25) (76) (65) 4,090 
Total operating costs and expenses 349,283  302,869  773,266  618,162 
Operating income 77,455  56,588  96,735  82,689 
Other income (expense):
Interest and other income 2,732  309  3,517  400 
Loss on debt extinguishment (635) (525) (635) (525)
Gain on sale of equity method investment —  59,884  —  59,884 
Interest expense (56,514) (54,049) (112,228) (101,516)
Equity in earnings of unconsolidated affiliates 58,705  55,955  116,183  116,424 
Total other income, net 4,288  61,574  6,837  74,667 
Income before income taxes 81,743  118,162  103,572  157,356 
Income tax expense 7,327  9,214  9,894  13,001 
Net income including noncontrolling interest 74,416  108,948  93,678  144,355 
Net income attributable to Common Unit limited partners 50,771  71,756  63,903  95,613 
Net income attributable to holders of Class A Common Stock $ 23,645  $ 37,192  $ 29,775  $ 48,742 
Net income attributable to holders of Class A Common Stock, per share
Basic $ 0.33  $ 0.54  $ 0.38  $ 0.68 
Diluted $ 0.33  $ 0.54  $ 0.38  $ 0.67 
Weighted-average shares
Basic 61,721  59,792  60,946  58,840 
Diluted 62,228  60,279  61,693  59,503 
(1)Includes amounts associated with related parties of nil and $17.2 million for the six months ended June 30, 2025 and 2024, respectively. No operating revenue associate with related parties for the three months ended June 30, 2025 and 2024.
(2)Includes amounts associated with related parties of $7.0 million and $12.5 million for the three months ended June 30, 2025 and 2024, respectively, and $11.7 million and $35.9 million for the six months ended June 30, 2025 and 2024, respectively.
(3)Costs of sales (excluding depreciation and amortization) is net of gas service revenues totaling $73.6 million and $54.7 million for the three months ended June 30, 2025 and 2024, respectively, $135.8 million and $99.2 million for the six months ended June 30, 2025 and 2024, respectively, for certain volumes where we act as principal.
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)
June 30, December 31,
2025 2024
(In thousands, except shares data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 10,733  $ 3,606 
Accounts receivable, net of allowance for credit losses of $1,000 in 2025 and 2024
62,913  111,940 
Accounts receivable pledged
189,300  140,200 
Derivative assets 12,799  2,308 
Prepaid and other current assets 36,884  36,705 
312,629  294,759 
NONCURRENT ASSETS:
Property, plant and equipment, net 3,731,821  3,433,864 
Intangible assets, net 607,752  652,490 
Derivative asset, non-current 1,868  65 
Operating lease right-of-use assets 79,561  29,814 
Deferred tax assets 222,761  203,996 
Deferred charges and other assets 84,276  76,994 
Investments in unconsolidated affiliates 2,105,252  2,117,878 
Goodwill 5,077  5,077 
6,838,368  6,520,178 
Total assets $ 7,150,997  $ 6,814,937 
LIABILITIES, NONCONTROLLING INTEREST AND EQUITY
CURRENT LIABILITIES:
Accounts payable $ 36,573  $ 27,239 
Accrued expenses 218,625  186,714 
Derivative liabilities 3,215  10,011 
Current portion of operating lease liabilities 42,483  18,701 
Current debt obligations
189,300  140,200 
Other current liabilities 11,627  35,689 
501,823  418,554 
NONCURRENT LIABILITIES
Long term debt, net 3,736,972  3,363,996 
Contract liabilities 20,932  20,985 
Operating lease liabilities 38,046  11,490 
Derivative liabilities —  1,937 
Other liabilities 24,585  2,148 
Deferred tax liabilities 18,193  16,761 
3,838,728  3,417,317 
Total liabilities 4,340,551  3,835,871 
COMMITMENTS AND CONTINGENCIES (Note 16)
Redeemable noncontrolling interest — Common Unit limited partners 4,376,104  5,955,662 
EQUITY:
Class A Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 65,198,317 shares issued and 63,545,388 shares outstanding at June 30, 2025, and 59,929,611 shares issued and outstanding at December 31, 2024
Class C Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 92,777,112 and 97,783,034 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
Deferred consideration
Additional paid-in capital 288,295  — 
Accumulated deficit (1,781,415) (2,976,612)
Treasury stock at cost, (1,652,929 and nil shares as of June 30, 2025 and December 31, 2024, respectively)
(72,554) — 
Total equity (1,565,658) (2,976,596)
Total liabilities, noncontrolling interest and equity $ 7,150,997  $ 6,814,937 
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)
  Six Months Ended June 30,
2025 2024
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income including noncontrolling interest
$ 93,678  $ 144,355 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense 186,436  148,667 
Amortization of deferred financing costs 3,984  3,582 
Amortization of contract costs 3,310  3,310 
Distributions from unconsolidated affiliates 126,941  152,642 
Derivative settlement (5,657) (9,307)
Derivative fair value adjustment (15,370) 6,624 
Gain on sale of equity method investment —  (59,884)
(Gain) loss on disposal of assets, net (65) 4,090 
Equity in earnings of unconsolidated affiliates (116,183) (116,424)
Loss on debt extinguishment 635  525 
Share-based compensation 30,348  37,697 
Deferred income taxes 9,409  12,391 
Changes in operating assets and liabilities:
Accounts receivable and pledged receivable (73) (12,855)
Other assets (5,525) (1,966)
Accounts payable (9,846) (15,122)
Accrued liabilities (19,142) (16,950)
Other non-current liabilities 22,436  (1,744)
Operating leases 591  (409)
Net cash provided by operating activities 305,907  279,222 
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment expenditures (201,840) (97,350)
Intangible assets expenditures (15,567) (2,773)
Investments in unconsolidated affiliates (985) (3,273)
Distributions from unconsolidated affiliates 2,853  1,240 
Cash proceeds from sale of equity method investment —  494,390 
Cash proceeds from disposal of assets 98  334 
Net cash paid for acquisition (176,163) (349,266)
Net cash (used in) provided by investing activities (391,604) 43,302 
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowing under A/R Facility 73,300  150,000 
Payments on A/R Facility (24,200) (1,200)
Proceeds from borrowings from long-term debt 1,400,000  — 
Payments on long-term debt (1,000,000) (200,000)
Payments of debt issuance costs, net (10,689) (1,086)
Payments of debt discount, net (1,200) (500)
Proceeds from revolving line of credit 1,126,000  607,000 
Payments on revolving line of credit (1,151,000) (714,000)
Cash dividends paid to Class A Common Stock shareholders (94,950) (83,526)
Distributions paid to Class C Common Unit limited partners (151,883) (71,173)
Repurchase of Class A Common Stock (72,554) — 
Net cash provided by (used in) financing activities 92,824  (314,485)
Net change in cash 7,127  8,039 
CASH, BEGINNING OF PERIOD 3,606  4,510 
CASH, END OF PERIOD $ 10,733  $ 12,549 
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
  Six Months Ended June 30,
2025 2024
(In thousands)
SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES
Cash paid for interest, net of amounts capitalized $ 103,441  $ 140,477 
Cash paid for income taxes, net
$ 2,410  $ 485 
Property and equipment and intangible accruals in accounts payable and accrued liabilities $ 67,212  $ 13,301 
Right-of-use assets obtained in exchange for lease liabilities
$ 17,732  $ 42,537 
Class A Common Stock issued through dividend and distribution reinvestment plan $ 724  $ 74,799 
Fair value of assets acquired in business combinations
$ 191,815  $ 898,865 
Cash consideration paid
176,163  357,967 
Class C Common Units issued
—  148,200 
Deferred consideration
—  275,000 
Contingent consideration
—  64,000 
Liabilities assumed
$ 15,652  $ 53,698 


The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
4

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



Redeemable Noncontrolling Interest — Common Unit Limited Partners Class A
Common Stock
Class C
Common Stock
Additional Paid-in Capital Accumulated Deficit Treasury
Stock
Total
Equity
Deferred Consideration
  Shares Amount Shares Amount
Shares(1)
Amount
(In thousands)
For the Quarter Ended June 30, 2024
Balance at March 31, 2024 $ 3,624,670  59,712  $ 93,943  $ —  $ —  $ —  $ (973,451) $ —  $ (973,436)
Durango Acquisition 423,200  —  —  3,840  —  7,680  —  —  — 
Redemption of Common Units —  —  —  —  —  —  —  —  —  —  — 
Issuance of common stock through dividend and distribution reinvestment plan —  15  —  —  —  —  —  552  —  552 
Share-based compensation —  —  —  —  —  —  15,136  —  —  15,136 
Net income 71,756  —  —  —  —  —  —  —  37,192  —  37,192 
Change in redemption value of noncontrolling interest 240,422  —  —  —  —  —  —  (15,099) (225,323) —  (240,422)
Recognition of deferred tax asset —  —  —  —  —  —  —  (589) —  —  (589)
Distributions paid to Common Unit limited partners (70,457) —  —  —  —  —  —  —  —  —  — 
Dividends on Class A Common Stock ($0.75 per share)
—  —  —  —  —  —  —  —  (45,327) —  (45,327)
Balance at June 30, 2024 $ 4,289,591  59,736  $ 97,783  $ 7,680  $ $ —  $ (1,206,909) $ —  $ (1,206,893)
For the Quarter Ended June 30, 2025
Balance at March 31, 2025 $ 5,450,555  60,922  $ 97,039  $ 7,680  $ $ 66,966  $ (2,616,635) $ —  $ (2,549,653)
Redemption of Common Units (189,660) 4,262  —  (4,262) —  —  —  189,660  —  —  189,660 
Issuance of common stock through dividend and distribution reinvestment plan —  —  —  —  —  —  334  —  —  334 
Repurchase of Class A Common Stock —  (1,653) —  —  —  —  —  —  —  (72,554) (72,554)
Share-based compensation —  —  —  —  —  —  9,695  —  —  9,695 
Net income 50,771  —  —  —  —  —  —  —  23,645  —  23,645 
Change in redemption value of noncontrolling interest (859,871) —  —  —  —  —  —  —  859,871  —  859,871 
Recognition of deferred tax asset —  —  —  —  —  —  —  21,640  —  —  21,640 
Distributions paid to Common Unit limited partners (75,691) —  —  —  —  —  —  —  —  —  — 
Dividends on Class A Common Stock ($0.78 per share)
—  —  —  —  —  —  —  —  (48,296) —  (48,296)
Balance at June 30, 2025 $ 4,376,104  63,545  $ 92,777  $ 7,680  $ $ 288,295  $ (1,781,415) $ (72,554) $ (1,565,658)


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


Redeemable Noncontrolling Interest — Common Unit Limited Partners Class A
Common Stock
Class C
Common Stock
Additional Paid-in Capital Accumulated Deficit Treasury
Stock
Total
Equity
Deferred Consideration
  Shares Amount Shares Amount
Shares(1)
Amount
(In thousands)
For the Six Months Ended June 30, 2024
Balance at December 31, 2023 $ 3,157,807  57,097  $ 94,089  $ —  $ —  $ 192,678  $ (723,516) $ —  $ (530,823)
Durango Acquisition 423,200  —  —  3,840  —  7,680  —  —  — 
Redemption of Common Units (5,060.00) 146  —  (146) —  —  —  5,060  —  —  5,060 
Issuance of common stock through dividend and distribution reinvestment plan —  2,194  —  —  —  —  —  74,799  —  74,799 
Share-based compensation —  299  —  —  —  —  —  37,697  —  —  37,697 
Net income 95,613  —  —  —  —  —  —  —  48,742  —  48,742 
Change in redemption value of noncontrolling interests 759,003  —  —  —  —  —  —  (315,395) (443,608) —  (759,003)
Recognition of deferred tax asset —  —  —  —  —  —  —  5,161  —  —  5,161 
Distributions paid to Common Unit limited partners (140,972) —  —  —  —  —  —  —  —  —  — 
Cash dividends on Class A Common Stock ($0.75 per share)
—  —  —  —  —  —  —  —  (88,527) —  (88,527)
Balance at June 30, 2024 $ 4,289,591  59,736  $ 97,783  $ 7,680  $ $ —  $ (1,206,909) $ —  $ (1,206,893)
For the Six Months Ended June 30, 2025
Balance at December 31, 2024 $ 5,955,662  59,930  $ 97,783  $ 7,680  $ $ —  $ (2,976,612) $ —  $ (2,976,596)
Redemption of Common Units (230,481) 5,006  —  (5,006) —  —  —  230,481  —  —  230,481 
Issuance of common stock through dividend and distribution reinvestment plan —  13  —  —  —  —  —  724  —  —  724 
Repurchase of Class A Common Stock —  (1,653) —  —  —  —  —  —  —  (72,554) (72,554)
Share-based compensation —  249  —  —  —  —  —  30,348  —  —  30,348 
Net income 63,903  —  —  —  —  —  —  —  29,775  —  29,775 
Change in redemption value of noncontrolling interest (1,261,085) —  —  —  —  —  —  —  1,261,085  —  1,261,085 
Recognition of deferred tax asset —  —  —  —  —  —  —  26,742  —  —  26,742 
Distributions paid to Common Unit limited partners (151,895) —  —  —  —  —  —  —  —  —  — 
Dividends on Class A Common Stock ($0.78 per share)
—  —  —  —  —  —  —  —  (95,663) —  (95,663)
Balance at June 30, 2025 $ 4,376,104  63,545  $ 92,777  $ 7,680  $ $ 288,295  $ (1,781,415) $ (72,554) $ (1,565,658)
(1)Pursuant to the Durango MIPA (as defined herein), deferred consideration of 7.7 million shares of Class C Common Stock were issued on July 1, 2025. Fair value of the deferred consideration was included in the “Redeemable noncontrolling interest—Common Units limited partners” of the Condensed Consolidated Balance Sheets as of June 30, 2025.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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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 on Form 10-Q should be read along with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2025.

1.    DESCRIPTION OF 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 39% 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 three separate Permian Basin pipeline entities that have access to various markets along the U.S. Gulf Coast.
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 2024 Annual Report on Form 10-K. All intercompany balances and transactions have been eliminated in consolidation.
During the year ended December 31, 2024, the Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which has required prior periods to reflect the change in presentation. See Note 2—Summary of Significant Accounting Policies, Recent Accounting Pronouncements in our 2024 Annual Report on Form 10-K for further discussion.
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. There were no significant updates or revisions to our accounting policies during the six months ended June 30, 2025.
Transactions with related parties
The Company has revenue contracts and incurs cost of sales and operating expenses with Apache Midstream LLC (“Apache”), which owned more than 5% of the Company’s Common Stock prior to its secondary offerings completed in December 2023 and March 2024. Pursuant to ASC 850, Related Party Transactions, Apache was no longer a related party after the completion of its secondary offering in December 2023 as it owned less than 10% of the Company’s Common Stock. Pursuant to Regulation S-K, Item 404(a), Apache ceased to be a related party as of March 18, 2024 as it no longer owned any of the Company’s Common Stock. In 2024, for the period ended March 18, 2024, revenue from Apache was $17.2 million, cost of sales was $9.4 million and operating expenses were $0.2 million.
7



In addition, the Company incurs cost of sales with two of its equity method investment (“EMI”) pipeline entities, Permian Highway Pipeline LLC (“PHP”) and Breviloba, LLC (“Breviloba”). The Company pays a demand fee to PHP and pays a capacity fee to Breviloba for certain volumes moving on the Shin Oak NGL Pipeline (“Shin Oak”). For the three and six months ended June 30, 2025, the Company recorded cost of sales of $7.0 million and $11.7 million, respectively, with these affiliates. For the three and six months ended June 30, 2024, the Company recorded cost of sales of $12.5 million and $26.5 million, respectively, with these affiliates.
Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in this update require, among other items, that public entities disclose, on an annual and interim basis, (i) specific categories of income taxes in the rate reconciliation, and (ii) a disaggregation of income taxes paid by federal, state, and foreign taxes. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied prospectively with retrospective application permitted. The Company plans to adopt ASU 2023-09 in the Annual Report on Form 10-K for the year ended December 31, 2025, which will result in expanded income tax disclosure as required by the ASU.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (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 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. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2024-03 and 2025-01 will have on the disclosures within its Consolidated Financial Statements.

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.
As of June 30, 2025, our allocations of purchase price for acquisitions made during 2025 and 2024 are detailed below:
Acquisition Date Acquisition Consideration Transferred Current Assets Property Plant & Equipment Intangible Assets Other Long Term Assets Liabilities Contingent Consideration
(In thousands)
(1) Q1 2025 Barilla Draw $ 176,163  $ —  $ 165,663  $ 10,500  $ 15,652  $ 15,652  $ — 
(2) Q2 2024 Durango Permian, LLC $ 781,167  $ 61,171  $ 627,452  $ 183,000  $ 3,621  $ 89,577  $ 4,500 
Barilla Draw Acquisition
On January 14, 2025, the Company completed the previously announced bolt-on acquisition with Permian Resources Corporation, who directly owns all of the issued and outstanding membership interests of (a) RC Permian Gathering, LLC, a Delaware limited liability company (“Permian Gathering”) and (b) Barilla Draw Gathering, LLC, a Delaware limited liability company (“Barilla Draw”), to acquire all issued and outstanding membership interests of Permian Gathering and Barilla Draw (the “Barilla Draw Acquisition”) for $176.2 million of cash consideration. Assets acquired consisted of natural gas and crude gathering pipelines and compression of $165.7 million, intangible right-of-way assets of $10.5 million and operating lease right of use assets of $15.7 million. Acquired gathering pipelines and compression were valued based on replacement cost along with economic obsolescence adjustments. These assets are depreciated over an estimated useful life of 20 years. Intangible right-of-way assets were valued based on the across the fence method and are amortized over an estimated useful life of seven years. Acquired net assets from this business combination were included in the Midstream Logistics segment. This transaction was accounted for as a business combination in accordance with ASC 805 Business Combination (“ASC 805”). Certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, the completion of the valuation of the underlying assets and liabilities assumed.
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The Company is continuing its review of these matters during the measurement period. For the three and six months ended June 30, 2025, the Company recorded measurement period adjustment totaled $2.2 million related to working capital settlement for the effective period. Acquisition-related costs were immaterial for this transaction. For the three and six months ended June 30, 2025, excluding intercompany revenue and cost of sales, Barilla Draw recorded revenues of $5.6 million and $14.7 million, respectively, and net income of $1.5 million and $3.2 million, respectively.
Durango Acquisition
On June 24, 2024 (the “Durango Closing Date”), the Company consummated the Membership Interest Purchase Agreement (the “Durango MIPA”), dated May 9, 2024, by and between the Company, the Partnership, and Durango Midstream LLC, an affiliate of Morgan Stanley Equity Partners (the “Durango Seller”), pursuant to which the Partnership purchased all of the membership interests of Durango Permian, LLC and its wholly owned subsidiaries (“Durango”) from Durango Seller for an adjusted purchase price of approximately $785.7 million (the “Durango Acquisition”). Durango Seller is entitled to an earn out of up to $75.0 million in cash contingent upon the Kings Landing gas processing complex in Eddy County, New Mexico (the “Kings Landing Project”), which is currently under construction, being placed into service (the “Kings Landing Earnout”). The Kings Landing Earnout is subject to reductions based on actual capital costs associated with the Kings Landing Project. The Company recorded a contingent liability related to the Kings Landing Earnout based on project completion probability, see additional information in Note 16—Commitments and Contingencies in the Notes to our Condensed Consolidated Financial Statements set forth in this Form 10-Q. The Durango Acquisition allows the Company to further expand its footprint into New Mexico and across the Northern Delaware Basin.
The Durango Acquisition was accounted for as a business combination in accordance with ASC 805. Starting on the Durango Closing Date, our Consolidated Financial Statements reflected Durango as a consolidated subsidiary. The accompanying Condensed Consolidated Financial Statements herein include (i) the combined net assets of the Company carried at historical costs and net assets of Durango carried at fair value as of the Durango Closing Date and (ii) the combined results of operations of the Company with Durango’s results presented within the Condensed Consolidated Financial Statements from the Durango Closing Date going forward. Acquired net assets from this business combination were included in the Midstream Logistic segment. For the three and six months ended June 30, 2025, excluding intercompany revenue and cost of sales, Durango recorded revenues of $41.1 million and $92.6 million, respectively, and net income of $1.2 million and $5.0 million, respectively. For the three and six months ended June 30, 2024, Durango recorded revenues of $3.2 million and net income of $0.2 million, respectively, excluding intercompany revenue and cost of sales.

3.    REVENUE RECOGNITION
Disaggregation of Revenue
The following table presents a disaggregation of the Company’s revenue:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Gathering and processing services $ 112,654  $ 96,415  $ 240,580  $ 198,610 
Natural gas, NGLs and condensate sales 311,590  260,102  624,095  496,669 
Other revenue 2,494  2,940  5,326  5,572 
   Total revenues $ 426,738  $ 359,457  $ 870,001  $ 700,851 
There have been no significant changes to the Company’s contracts with customers during the three and six months ended June 30, 2025, aside from the addition of certain gas gathering and processing agreements associated with the Durango Acquisition in 2024 and Barilla Draw Acquisition in January 2025. Contracts with customers acquired through these acquisitions have similar structures to the Company’s existing contracts with customers. The Company recognized $0.4 million and $0.7 million in revenues from MVC deficiency payments for the three and six months ended June 30, 2025, respectively, and nil for the three and six months ended June 30, 2024.
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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 June 30, 2025:
Amount
Fiscal Year (In thousands)
Remaining of 2025 $ 21,023 
2026 70,120 
2027 75,417 
2028 74,915 
2029 72,225 
Thereafter 163,731 
$ 477,431 
Our contractually committed revenue, for the purposes of the tabular presentation 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 June 30, 2025:
Amount
(In thousands)
Balance at December 31, 2024 $ 26,665 
Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied (3,238)
Cash received in advance and not recognized as revenue 3,339 
Balance at June 30, 2025 26,766 
Less: Current portion 5,834 
Non-current portion $ 20,932 
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 June 30, 2025 and December 31, 2024, the Company had contract acquisition cost assets of $61.2 million and $64.6 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 contracts. The Company recognized costs of sales associated with these assets of $1.7 million for the three months ended June 30, 2025 and 2024, and $3.3 million for the six months ended June 30, 2025 and 2024.

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4.    PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, at carrying value, is as follows:
June 30, December 31,
2025 2024
(In thousands)
Gathering, processing, and transmission systems and facilities $ 4,216,286  $ 3,977,825 
Vehicles 18,242  15,659
Computers and equipment 11,540  7,872
Less: accumulated depreciation (927,067) (813,371)
Total depreciable assets, net 3,319,001  3,187,985 
Construction in progress 381,688  215,168
Land 31,132  30,711 
Total property, plant, and equipment, net $ 3,731,821  $ 3,433,864 
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 $57.0 million and $43.8 million of depreciation expense for the three months ended June 30, 2025 and 2024, respectively, and $119.1 million and $86.6 million for the six months ended June 30, 2025 and 2024, respectively. There were no impairment triggering events for property, plant and equipment during the three and six months ended June 30, 2025 and 2024.

5.    INTANGIBLE ASSETS, NET
Intangible assets, net, are comprised of the following:
June 30, December 31,
2025 2024
(In thousands)
Customer contracts $ 1,271,050  $ 1,270,106 
Right of way assets 223,971  196,979 
Less accumulated amortization (887,269) (814,595)
Total amortizable intangible assets, net $ 607,752  $ 652,490 
On June 30, 2025, the remaining customer contract amortization terms range from seven months to sixteen years with weighted average amortization periods of approximately 6.72 years and the right-of-way assets remaining amortization terms range from one month to fourteen years with weighted average amortization periods of approximately 6.61 years. The remaining weighted average amortization period for the intangible assets as of June 30, 2025 was approximately 6.69 years. The right of way agreements are typically for an initial term of ten years with an option to renew for an additional ten years at agreed upon renewal rates based on certain indices or up to 130% of the original consideration paid.
The Company recorded $36.7 million and $31.3 million of amortization expense for the three months ended June 30, 2025 and 2024, respectively, and $67.3 million and $62.0 million for the six months ended June 30, 2025 and 2024, respectively. There was no impairment recognized on intangible assets for the three and six months ended June 30, 2025 and 2024.

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6.    EQUITY METHOD INVESTMENTS
As of June 30, 2025, 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. The table below presents the ownership percentages and investment balances held by the Company for each entity:
June 30, December 31,
Ownership
2025 2024
(In thousands)
PHP
55.5% $ 1,590,058  $ 1,607,323 
Breviloba
33.0% 425,532  428,383 
Epic Crude Holdings, LP (“EPIC”) 27.5% 89,662  82,172 
$ 2,105,252  $ 2,117,878 
The unamortized net basis differences included in the EMI pipeline balances were $39.6 million and $40.3 million as of June 30, 2025 and December 31, 2024, 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 will be amortized or accreted into equity income of unconsolidated affiliates over the useful lives of the underlying pipeline assets. There was capitalized interest of $23.4 million and $23.9 million as of June 30, 2025 and December 31, 2024, respectively. Capitalized interest is amortized on a straight-line basis into equity income of unconsolidated affiliates.
The following table presents the activity in the Company’s EMIs for the six months ended June 30, 2025:
Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP Total
(In thousands)
Balance at December 31, 2024 $ 1,607,323  $ 428,383  $ 82,172  $ 2,117,878 
Contributions and acquisitions
985  —  —  985 
Distributions(1)
(106,152) (23,642) —  (129,794)
Equity income, net(2)
87,902  20,791  7,490  116,183 
Balance at June 30, 2025 $ 1,590,058  $ 425,532  $ 89,662  $ 2,105,252 
(1)Distributions consisted of a return on investment of $126.9 million, which was included in cash flows from operating activities and a return of investment of $2.9 million, which was included in cash flows from investing activities.
(2)For the six months ended June 30, 2025, net of amortization and accretion of basis differences and capitalized interests, which represents undistributed earnings, the amortization was $3.9 million from PHP, $0.3 million from Breviloba, LLC, and accretion of $3.2 million from EPIC.
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Summarized Financial Information
The following table represents selected data for the Company’s ongoing EMI pipelines (on a 100 percent basis) for the three and six months ended June 30, 2025 and 2024.
Three Months Ended June 30,
2025 2024
Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP
(In thousands)
Revenues $ 128,762  $ 55,413  $ 120,555  $ 126,426  $ 51,438  $ 102,414 
Operating income 83,247  27,121  43,938  81,114  21,746  28,045 
Net income (loss) 83,070  27,294  34,461  81,074  21,895  (8,195)
Six Months Ended June 30,
2025 2024
Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP
(In thousands)
Revenues $ 257,068  $ 114,905  $ 204,677  $ 252,640  $ 102,397  $ 186,536 
Operating income 165,818  59,097  61,473  161,681  47,165  45,580 
Net income (loss) 165,719  59,284  17,926  161,233  47,447  (24,730)

7.    DEBT AND FINANCING COSTS
Term Loan Credit Agreement

On May 30, 2025, the Partnership entered into a term loan credit agreement (the “Term Loan Credit Agreement”)among Toronto Dominion (Texas) LLC, as administrative agent and the banks and other financial institutions party thereto, as lenders. The Term Loan Credit Agreement provides for a $1.15 billion senior unsecured credit facility and matures on May 30, 2028. The obligations under the Term Loan Credit Agreement are guaranteed by the Company.

In connection with entry into the Term Loan Credit Agreement, the Partnership paid fees and expenses to third parties totaling $1.2 million, which was capitalized as debt issuance cost, and paid fees directly to lenders totaling $1.8 million, which was capitalized as original debt discount. Capitalized debt issuance cost and original debt discount were included in the Condensed Consolidated Balance Sheets as direct deductions to the term loan and was amortized over the life of the term loan using the effective interest method.
The Term Loan Credit Agreement provides for borrowings of either, at the Partnership’s option, base rate loans or term SOFR loans. Base rate loans bear interest at a rate per annum equal to the greatest of (a) the prime rate as quoted by the Wall Street Journal from time to time, (b) the greater of (i) the federal funds rate effective rate and (ii) the overnight bank funding rate plus 1/2 of 1% and (c) the adjusted term SOFR rate for an interest period of one month plus 1%, plus a margin that ranges between 0.25% and 1.0%, depending on the credit rating of the Partnership. SOFR loans bear interest at a rate per annum equal to the term SOFR rate for one, three or six month interest periods plus 0.10%, plus a margin that ranges between 1.25% and 2.0%, depending on the credit rating of the Partnership.
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. All borrowings under the Revolving Credit Agreement will mature on May 30, 2030, unless such maturity date is adjusted in accordance with the revolving credit agreement. The obligations under the Revolving Credit Agreement are guaranteed by the Company.

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The aggregate fees and expenses paid directly to lenders and third parties in connection with the Revolving Credit Facility, totaled $6.7 million, which were capitalized as debt issuance costs, were included in “Deferred charges and other assets” on the Condensed Consolidated Balance Sheets and amortized over the term of the revolving credit facility to interest expense using the effective-interest method.
The Revolving Credit Agreement provides for borrowings of either, at the Partnership’s option, base rate loans or term SOFR loans or, with respect to swingline loans, daily simple SOFR loans. Base rate loans bear interest at a rate per annum equal to the greatest of (a) the prime rate as announced from time to time by PNC Bank, (b) the greater of (i) the federal funds effective rate and (ii) the overnight bank funding rate, plus 1/2 of 1% and (c) the adjusted term SOFR rate for an interest period of one month plus 1%, plus a margin that ranges between 0.25% and 1.00%, depending on the credit rating of the Partnership. SOFR loans bear interest at a rate per annum equal to the term SOFR rate for one, three or six month interest periods plus 0.10%, plus a margin that ranges between 1.25% and 2.0%, depending on the credit rating of the Partnership.
In addition, the Partnership is required to pay to each lender a commitment fee on the daily unfunded amount of such lender’s revolving commitment, which accrues at a rate that ranges between 0.15% and 0.35% depending on the credit rating of the Partnership.
Repayment of Existing Credit Facilities
On May 30, 2025, in connection with entry into the Term Loan Credit Agreement and Revolving Credit Agreement, the Company repaid all outstanding borrowings under and extinguished (1) the term loan credit agreement, dated June 8, 2022, by and among the Partnership and PNC Bank, as administrative agent, and the banks and other financial institutions party thereto, as lenders (the “2022 Term Loan Credit Agreement”) and (2) the revolving credit agreement, dated June 8, 2022, by and among the Partnership and Bank of America, N. A., as administrative agent, and the banks and other financial institutions party thereto, as lenders (the “2022 Revolving Credit Agreement”). Pursuant to FASB ASC 470-50, Modification and Extinguishments, the Company recorded a loss on debt extinguishment of $0.6 million for the extinguishment of the 2022 Term Loan Credit Agreement and 2022 Revolving Credit Agreement.
Accounts Receivable Securitization Facility
On April 1, 2025, the Partnership entered into an amendment to its accounts receivable securitization facility dated April 2, 2024 (the “A/R Facility” and as amended, the “Amended A/R Facility”) to, among other things, increase the facility limit and extend the scheduled termination date.
The documentation for the Amended A/R Facility includes (i) a Receivables Purchase Agreement dated as of April 2, 2024 (the “Receivables Purchase Agreement”) by and among Kinetik Receivables LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary of the Partnership, as the seller (the “Kinetik Receivables”), the Partnership, as the servicer, the persons from time to time party thereto as purchasers, PNC Bank, as administrative agent, and PNC Capital Markets LLC, as structuring agent and sustainability agent, as amended by Amendment No. 1 to Receivables Purchase Agreement dated as of April 1, 2025 (“Amendment No. 1 to Receivables Purchase Agreement”) by and among Kinetik Receivables, the Partnership, PNC Bank and the purchasers party thereto and (ii) a Sale and Contribution Agreement, dated as of April 2, 2024 (the “Sale and Contribution Agreement”), as supplemented by that Joinder Agreement dated as of April 1, 2025 (the “Joinder Agreement”), by and among Frontier Field Services, LLC, a Delaware limited liability company (“FFS”), the Partnership and Administrative Agent.
Pursuant to the A/R Facility and as amended, the Amended A/R Facility, the Company and certain of its subsidiaries continuously transfer receivables to Kinetik Receivables, who then transfers receivables that meet certain qualifying conditions to third-party purchasers in exchange for cash. These receivables are held by Kinetik Receivables and are pledged to secure the collectability of the sold receivables and are accounted for as secured borrowings. The amount available for purchases of receivables at any one time under the Amended A/R Facility is limited to an amount calculated based on the outstanding balance of eligible receivables sold to the purchasers, subject to certain reserves, concentration limits, and other limitations. As of June 30, 2025, eligible accounts receivable of $189.3 million were pledged to the Amended A/R Facility as collateral and $60.7 million was available to be invested by the purchasers.
Pursuant to Amendment No. 1 to Receivables Purchase Agreement, the facility limit of the A/R Facility was increased to $250 million and the scheduled termination date was extended to March 31, 2026. In addition, Amendment No. 1 to Receivables Purchase Agreement eliminated certain of the Sustainability Performance Targets applicable to Kinetik LP and the Company under the Receivables Purchase Agreement.
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Pursuant to the Joinder Agreement, as of April 1, 2025, FFS is a party to the Sale and Contribution Agreement as an Originator and has assumed all interests, obligations, rights, duties and liabilities of an Originator under the Sale and Contribution Agreement.
The aggregate fees and expenses paid directly to third parties for the amendment totaled $0.2 million, which were capitalized as debt issuance costs and included in the Condensed Consolidated Balance Sheets as a current asset within “Prepaid and other current assets”, were amortized over the term of the Amended A/R Facility to interest expense using the straight-line method. The unamortized debt issuance costs related to the Amended A/R Facility was immaterial as of June 30, 2025.
December 2028 Sustainability-Linked Senior Notes
On March 14, 2025, the Company completed an additional private placement of $250.0 million aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 (the “New 2028 Notes”) at 101.25% of par. Interest on the New 2028 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2024. The aggregate fees and expenses totaling $2.5 million paid to third parties to issue the New 2028 Notes and the initial purchasers’ discount of $2.5 million were capitalized as debt issuance cost and original debt discount, respectively. These capitalized costs were included in the Condensed Consolidated Balance Sheets as a direct deduction to the New 2028 Notes. In addition, original debt premium of $3.1 million was added to the New 2028 Notes. The debt issuance cost and original debt discount are amortized, and the debt premium is accreted to interest expense over the term of the New 2028 Notes using the effective interest method.
The New 2028 Notes were issued as additional notes under the indenture dated as of December 6, 2023, as may be supplemented from time to time (the “Indenture”), pursuant to which the Partnership has previously issued $800.0 million aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 (the “Existing Notes” and together with the New 2028 Notes, the “2028 Notes”).
The New 2028 Notes and the Existing Notes are treated as a single series of securities under the Indenture and vote together as a single class and the New 2028 Notes have substantially identical terms, other than the issue date, issue price and the first interest payment date, as the Existing Notes.
The following table summarizes the Company’s debt obligations as of June 30, 2025 and December 31, 2024:
June 30, December 31,
2025 2024
(In thousands)
A/R Facility(1)
$ 189,300  $ 140,200 
Total current debt obligations
$ 189,300  $ 140,200 
Unsecured term loan(2)
$ 1,150,000  $ 1,000,000 
5.875% senior unsecured notes due 2030 (“2030 Notes”)
1,000,000  1,000,000 
6.625% senior unsecured notes due 2028 (“2028 Notes”)
1,050,000  800,000 
Revolving line of credit(3)
565,000  590,000 
Total long-term debt 3,765,000  3,390,000 
Unamortized debt issuance costs, net(4)
(27,117) (26,174)
Unamortized debt premiums and discounts, net (911) 170 
Total long-term debt, net $ 3,736,972  $ 3,363,996 
(1)The effective interest rate was 5.32% and 5.55% as of June 30, 2025 and December 31, 2024, respectively.
(2)The effective interest rate of the Term Loan Credit Agreement was 6.05% as of June 30, 2025. The effective interest rate of the 2022 Revolving Credit Agreement was 6.25% as of December 31, 2024.
(3)The weighted average effective interest rate of the Revolving Credit Agreement was 6.05% as of June 30, 2025. The weighted average effective interest rate of the Revolving Credit Agreement was 6.43% as of December 31, 2024.
(4)Excludes unamortized debt issuance costs related to the revolving line of credit. Unamortized debt issuance costs associated with the revolving line of credit were $9.3 million and $3.8 million as of June 30, 2025 and December 31, 2024, respectively. The unamortized debt issuance costs related to the revolving credit facilities were included in the “Deferred charges and other assets” of the Condensed Consolidated Balance Sheets.
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The table below presents the components of the Company’s financing costs, net of capitalized interest:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Capitalized interest $ (4,555) $ (986) $ (7,859) $ (1,930)
Debt issuance costs 2,012  1,883  3,984  3,582 
Interest expense 59,057  53,152  116,103  99,864 
Total financing costs, net of capitalized interest $ 56,514  $ 54,049  $ 112,228  $ 101,516 
Compliance with our Covenants
Each of the Term Loan Credit Agreement and Revolving Credit Agreement contain customary covenants and restrictive provisions which may, among other things, limit the Partnership’s ability to create liens, incur additional indebtedness and make restricted payments and the Partnership’s ability to liquidate, dissolve, consolidate with or merge into or with any other person. The 2030 Notes and the 2028 Notes also contain covenants and restrictive provisions, which may, among other things, limit the Partnership’s and its subsidiaries’ ability to create liens to secure indebtedness.
The A/R Facility contains covenants and restrictive provisions with respect to the Partnership and Kinetik Receivables that are customary for accounts receivable securitization facilities. As of June 30, 2025, the Partnership was in compliance with all customary and financial covenants.
Letters of Credit
The Revolving Credit Agreement can be used for letters of credit. Our obligations with respect to related letters of credit totaled $12.6 million as of June 30, 2025 and December 31, 2024. As of June 30, 2025, the Revolving Credit Agreement has a borrowing base of $1.02 billion available.
Fair Value of Financial Instruments
The fair value of the Company and its subsidiaries’ consolidated debt as of June 30, 2025 and December 31, 2024 was $3.99 billion and $3.52 billion, respectively. On June 30, 2025, the senior unsecured notes’ fair value was based on Level 1 inputs, the Term Loan Credit Agreement and Revolving Credit Agreement’s fair value was 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 June 30, 2025 and December 31, 2024:
June 30, December 31,
  2025 2024
(In thousands)
Accrued product purchases $ 127,954  $ 132,439 
Accrued taxes 14,174  15,538 
Accrued salaries, vacation, and related benefits 4,199  3,111 
Accrued capital expenditures 41,681  13,484 
Accrued interest 7,214  6,127 
Accrued other expenses 23,403  16,015 
Total accrued expenses $ 218,625  $ 186,714 
Accrued product purchases mainly accrue 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 June 30, 2025 and December 31, 2024.

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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 expense for non-real estate leases. Total operating lease costs were $12.8 million and $6.7 million for the three months ended June 30, 2025 and 2024, respectively, and $25.1 million and $17.3 million for the six months ended June 30, 2025 and 2024, respectively. Short-term lease costs were $0.9 million and $4.9 million for the three months ended June 30, 2025 and 2024, respectively, and $1.4 million and $6.5 million for the six months ended June 30, 2025 and 2024, respectively. Variable lease cost was immaterial for the three and six months ended June 30, 2025 and 2024.

The following table presents other supplemental lease information:

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Operating cash flows from operating leases $ 12,483 $ 7,164 $ 24,715 $ 17,741
Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,964 $ 42,537 $ 17,732 $ 42,537
Weighted-average remaining lease term — operating leases (in years) 2.00 1.81 2.00 1.81
Weighted-average discount rate — operating leases 6.46  % 7.43  % 6.46  % 7.43  %

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 six months ended June 30, 2025, 5.01 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”) and a corresponding number of shares of Class C Common Stock, par value $0.0001 per share of the Company (“Class C Common Stock”) were cancelled. There were 92.8 million Common Units and an equal number of Class C Common Stock issued and outstanding as of June 30, 2025 and 7.7 million shares of Class C Common Stock and equivalent number of Common Units of deferred consideration for the Durango Acquisition that were issued on July 1, 2025. The Common Units fair value was approximately $4.38 billion, including deferred consideration valued as of June 30, 2025.
Common Stock
As of June 30, 2025, there were 63.5 million and 92.8 million shares, respectively, of Class A Common Stock and Class C Common Stock issued and outstanding (collectively, “Common Stock”). In addition, 7.7 million shares of Class C Common Stock were issued to Durango Seller pursuant to the Durango MIPA for the Durango Acquisition on July 1, 2025.
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 the 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.
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During the three months ended June 30, 2025, the Company repurchased 1.7 million shares of its outstanding Class A Common Stock at a total cost of $72.6 million. The Company did not repurchase any of its shares during the three months ended March 31, 2025.
Dividend
On May 2, 2025, the Company made cash dividend payments of $123.7 million to holders of Class A Common Stock and Common Units and $0.3 million was reinvested in shares of Class A Common Stock.

11.    FAIR VALUE MEASUREMENTS
The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:
June 30, 2025
Level 1 Level 2 Level 3 Total
(In thousands)
Commodity swaps $ —  $ 13,928  $ —  $ 13,928 
Interest rate derivatives —  739  —  739 
Total assets $ —  $ 14,667  $ —  $ 14,667 
Commodity swaps $ —  $ 3,185  $ —  $ 3,185 
Interest rate derivatives —  30  —  30 
Contingent liabilities
—  —  4,700  4,700 
Total liabilities $ —  $ 3,215  $ 4,700  $ 7,915 
December 31, 2024
Level 1 Level 2 Level 3 Total
(In thousands)
Commodity swaps $ —  $ 1,869  $ —  $ 1,869 
Interest rate derivatives —  504  —  504 
Total assets $ —  $ 2,373  $ —  $ 2,373 
Commodity swaps $ —  $ 10,742  $ —  $ 10,742 
Interest rate derivatives —  1,206  —  1,206 
Contingent liabilities —  —  4,700  4,700 
Total liabilities $ —  $ 11,948  $ 4,700  $ 16,648 
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 on Form 10-Q for further discussion related to commodity swaps and interest rate derivatives.
The Company recorded a contingent liability related to the Kings Landing Earnout using Level 3 inputs, including projected spending and completion probability of the project. Refer to Note 16—Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further discussion related to the Kings Landing Earnout contingent liability.
Long-term debt’s carrying value can vary from fair value. See Note 7—Debt and Financing Costs in the Notes to Condensed 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 between Levels 1, 2 or 3 of the fair value hierarchy during the six months ended June 30, 2025 and 2024.

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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 June 30, 2025 and December 31, 2024.
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 future-known and uncertain cash amounts, the value of which is determined by interest rates.
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 designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.
As of June 30, 2025, the Company had nine interest rate swap contracts with a notional amount of $675.0 million maturing on December 31, 2025 that pays a fixed rate ranging from 3.02% to 4.18%. The fair value or settlement value of the consolidated interest rate swaps outstanding 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 the interest rate swap contracts:
June 30, December 31,
2025 2024
(In thousands)
Derivative assets - current
$ 739  $ 504 
      Total derivative assets $ 739  $ 504 
Derivative liabilities - current $ 30  $ 1,206 
      Total derivative liabilities $ 30  $ 1,206 
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 six months ended June 30, 2025 and 2024:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Realized (loss) gain on interest rate swaps
$ (2) $ 3,953  $ (344) $ 7,905 
Favorable fair value adjustment
$ 740  $ 4,142  $ 1,067  $ 17,471 
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 of such risk through commodity hedge contracts.
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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 Control 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 and crude collars. These contracts are effective over the next 1 to 24 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.
The following table presents detailed information of commodity swaps outstanding as of June 30, 2025 (in thousands, except volumes):
June 30, 2025
Commodity Unit
Notional Volume
Net Fair Value
NGL Gallons 451,848,600  $ 3,877 
Crude Bbl 733,600  4,146 
Crude Collars Bbl 36,800  302 
Natural Gas Basis Spread Swaps
MMBtus 19,320,000  2,418 
$ 10,743 
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:
June 30, December 31,
2025 2024
(In thousands)
Derivative assets - current
$ 12,060  $ 1,804 
Derivative assets - noncurrent 1,868  65 
      Total derivative assets
$ 13,928  $ 1,869 
Derivative liabilities - current $ 3,185  $ 8,805 
Derivative liabilities - noncurrent
—  1,937 
      Total derivative liabilities
$ 3,185  $ 10,742 
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 six months ended June 30, 2025 and 2024:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Realized loss on commodity swaps
$ (942) $ (17,014) $ (5,313) $ (17,212)
Favorable (unfavorable) fair value adjustment
$ 36,801  $ (8,809) $ 14,303  $ (24,095)

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 six months ended June 30, 2025:
Number of Shares
Weighted Avg Grant-Date Fair Market Value Per Unit
Outstanding and unvested shares at December 31, 2024 5,399,730  $ 28.89 
Vested
2,359,102  31.18 
Outstanding and unvested shares at June 30, 2025
3,040,628  $ 27.12 
The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested Class A Shares for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Aggregate intrinsic value of vested Class A Shares $ —  $ —  $ 134,139  $ 654 
Grant-date fair value of vested Class A Shares $ —  $ —  $ 73,545  $ 511 
No vesting or forfeiture occurred for Class C Shares for the three and six months ended June 30, 2025 and 2024. As of June 30, 2025, there were $13.5 million of unrecognized compensation costs related to unvested Class A Shares and Class C Shares. These costs are expected to be recognized over a weighted average period of 0.67 years.
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 RSUs activities for the six months ended June 30, 2025:
Number of Shares(1)
Weighted Avg Grant-Date Fair Market Value Per Unit(1)
Outstanding and unvested shares at December 31, 2024 698,595  $ 33.11 
Granted
555,334  49.89 
Vested
269,509  46.82 
Forfeited
14,487  40.82 
Outstanding and unvested shares at June 30, 2025(2)
969,933  $ 41.06 
(1)The number of shares and weighted average fair market value per share includes RSUs issued to new employees that transitioned from ALTM as part of the merger as replacement awards.
(2)The weighted average grant-date fair market value per unit of outstanding and unvested shares at June 30, 2025 includes modifications made during 2025.
The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of RSUs for the three and six months ended June 30, 2025 and 2024.
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Aggregate intrinsic value of vested RSUs $ 790  $ 775  $ 14,108  $ 10,923 
Grant-date fair value of vested RSUs $ 788  $ 758  $ 12,597  $ 10,712 
As of June 30, 2025, there were $24.5 million of unrecognized compensation costs related to the RSUs. These costs are expected to be recognized over a weighted average period of 1.46 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 recognized 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 six months ended June 30, 2025:
Number of Shares
Weighted Avg Grant-Date Fair Market Value Per Unit
Outstanding and unvested shares at December 31, 2024 198,703  $ 36.76 
Granted 148,794  40.66 
Outstanding and unvested shares at June 30, 2025(1)
347,497  $ 41.41 
(1)The weighted average grant-date fair market value per unit of outstanding and unvested shares at June 30, 2025 includes modifications made during 2025.
No vesting or forfeiture occurred for PSUs for the three and six months ended June 30, 2025 and 2024.
The table below presents a summary of the grant-date fair value assumptions used to value the PSUs granted during 2025:
March 2025
Grant-date fair value per unit $42.10
Beginning average price
$55.95
Risk-free interest rate 3.93%
Volatility factor 33%
Expected term
2.82 years
As of June 30, 2025, there were $10.6 million of unrecognized compensation costs related to the PSUs. These costs are expected to be recognized over a weighted average period of 2.01 years.
With respect to the above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $9.7 million and $15.1 million for the three months ended June 30, 2025 and 2024, respectively, and $30.3 million and $37.7 million for the six months ended June 30, 2025 and 2024, respectively. In addition, during the first half of 2025, the Company modified certain equity awards in connection with two key employees retiring from the Company. The modifications allowed for continued vesting of unvested equity awards that would have otherwise been forfeited upon the former employees’ retirement. As a result of the modifications, the Company will recognize $2.9 million in additional stock-based compensation cost, which will be amortized over the remaining term of respective equity awards.

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 on Form 10-Q is as follows:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Income before income taxes $ 81,743 $ 118,162 $ 103,572 $ 157,356
Income tax expense $ 7,327 $ 9,214 $ 9,894 $ 13,001
Effective tax rate 8.96  % 7.80  % 9.55  % 8.26  %
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The effective tax rate for the three and six months ended June 30, 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.
The effective tax rate for the three and six months ended June 30, 2024 was lower than the statutory rate mainly due to the impact of tax attributable to noncontrolling interest related to the Common Unit limited partners.

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 June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands, except per share amounts)
Net income attributable to Class A common shareholders $ 23,645  $ 37,192  $ 29,775  $ 48,742 
Less: Net income available to participating unvested restricted Class A common shareholders(1)
(3,406) (4,613) (6,433) (8,731)
Total net income attributable to Class A common shareholders
$ 20,239  $ 32,579  $ 23,342  $ 40,011 
Weighted average shares outstanding - basic
61,721  59,792  60,946  58,840 
Dilutive effect of unvested Class A common shares(2)
507  487  747  663 
Weighted average shares outstanding - diluted(3)
62,228  60,279  61,693  59,503 
Net income available per common share - basic
$ 0.33  $ 0.54  $ 0.38  $ 0.68 
Net income available per common share - diluted
$ 0.33  $ 0.54  $ 0.38  $ 0.67 
(1)Represents dividends paid to unvested Class A and Class C Shares, RSUs and PSUs.
(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 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. As of June 30, 2025 and December 31, 2024, there were no accruals for loss contingencies.
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 estimates the amount of loss contingencies using current available information from legal proceedings, advice from legal counsel and available insurance coverage. Due to the inherent subjectivity of the assessments and unpredictability of the outcomes of the legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to the Company from the legal proceedings in question. There were no litigation-related accrued reserves as of June 30, 2025 and December 31, 2024.
The Company has entered into litigation with a third party to collect receivables totaling $11.6 million and is waiting on settlement of $8.0 million in outstanding vendor credits from another counterparty related to prior litigation the Company had previously entered into and subsequently dropped. These amounts remain outstanding from the Winter Storm Uri during February of 2021. Given the counterparties’ sufficient creditworthiness and the valid claims that we hold, no allowance has currently been established for these items as we have legally enforceable agreements with these parties.
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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.
As of the Durango Closing Date, the Company has become potentially liable for civil penalties related to excess emission violations of certain gas plants and compressor stations acquired. The Company recorded an initial liability of $24.0 million based on information related to the alleged violations available as of the Durango Closing Date. The estimated environmental matter-related liability was $24.0 million as of June 30, 2025 and December 31, 2024. The estimated environmental matter-related liability was reclassified as noncurrent liabilities and included in “Other liabilities” in the Condensed Consolidated Balance Sheet as of June 30, 2025 as the Company expects the matter to be settled beyond 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 is entitled to an earn out of up to $75.0 million in cash contingent upon the completion of the Kings Landing Project and placing it into service in Eddy County, New Mexico. This earn out is subject to reduction based on actual capital costs associated with the Kings Landing Project.
Upon closing, the Company evaluated the earn-out consideration classification in accordance with ASC 480. The Company determined the earn-out consideration to be classified as a liability based on the settlement provision. As of Closing, the Company recorded an initial contingent liability of $4.5 million based on the project’s completion probability and projected spend. The estimated contingent liability associated with the Kings Landing Project was $4.7 million as of June 30, 2025 and December 31, 2024.
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. The total monies paid under this arrangement are capped at $60.5 million and are payable on an annual basis over the earn-out period. PDC’s actual annual Mcf volume did not exceed the incentive forecast volume during the past five years and is not expected to over the next five years; therefore, the estimated fair value of the contingent consideration liability was nil as of June 30, 2025 and December 31, 2024.

17.    SEGMENTS
Our two operating segments represent the Company’s segments for which discrete financial information is available and is utilized on a regular basis by 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 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 investment interests in three Permian Basin pipelines that access various points along the U.S. Gulf Coast, Kinetik NGL Pipeline and Delaware Link Pipeline. The current operating pipelines transport crude oil, natural gas and NGLs.
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Our Chief Executive Officer, who is the 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 and gain from sale of investments 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 non-recurring 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 92% of the segment’s adjusted EBITDA. Corporate and Other contains the Company’s executive and administrative functions, including more than 79% 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.
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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 and six months ended June 30, 2025 and 2024:
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the three months ended June 30, 2025
(In thousands)
Revenue $ 421,813  $ 2,431  $ —  $ —  $ 424,244 
Other revenue 2,492 —  —  2,494 
Intersegment revenue(2)
—  7,674  —  (7,674) — 
Total segment operating revenue 424,305  10,107  —  (7,674) 426,738 
Costs of sales (excluding depreciation and amortization expense)
(156,263) (434) —  —  (156,697)
Intersegment costs of sales
(7,674) —  —  7,674  — 
Operating expenses(3)
(73,888) (716) —  —  (74,604)
General and administrative expenses (4,996) (288) (18,960) —  (24,244)
Proportionate EMI EBITDA —  88,100  —  —  88,100 
Other segment items(4)
(30,277) —  13,917  —  (16,360)
Segment Adjusted EBITDA(5)
$ 151,207  $ 96,769  $ (5,043) $ —  $ 242,933 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$ 151,207  $ 96,769  $ (5,043) $ —  $ 242,933 
Add back:
Other interest income —  —  318  —  318 
Gain on disposal of assets, net
25  —  —  —  25 
Commodity hedging unrealized gain 37,743  —  —  —  37,743 
Equity in earnings of unconsolidated affiliates —  58,705  —  —  58,705 
Deduct:
Interest expense 32  —  56,482  —  56,514 
Depreciation and amortization expenses 91,449  2,309  —  93,763 
Contract assets amortization
1,655  —  —  —  1,655 
Proportionate EMI EBITDA —  88,100  —  —  88,100 
Share-based compensation
—  —  9,695  —  9,695 
Loss on debt extinguishment —  —  635  —  635 
Integration costs 1,972  —  461  —  2,433 
Other one-time costs or amortization 1,425  —  3,761  —  5,186 
Income (loss) before income taxes
$ 92,442  $ 65,065  $ (75,764) $ —  $ 81,743 
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Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Elimination Consolidated
For the three months ended June 30, 2024
(In thousands)
Revenue $ 354,217  $ 2,300  $ —  $ —  $ 356,517 
Other revenue 2,655  285  —  —  2,940 
Intersegment revenue(2)
—  6,325  —  (6,325) — 
Total segment operating revenue 356,872  8,910  —  (6,325) 359,457 
Costs of sales (excluding depreciation and amortization expense) (146,424) (89) —  —  (146,513)
Intersegment costs of sales
(6,325) —  —  6,325  — 
Operating expenses(3)
(49,473) (807) —  —  (50,280)
General and administrative expenses (2,941) (400) (27,750) —  (31,091)
Proportionate EMI EBITDA —  85,922  —  —  85,922 
Other segment items(4)
(4,151) 21,058  —  16,908 
Segment Adjusted EBITDA(5)
$ 147,558  $ 93,537  $ (6,692) $ —  $ 234,403 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$ 147,558  $ 93,537  $ (6,692) $ —  $ 234,403 
Add back:
Other interest income —  —  310  —  310 
Gain on disposal of assets, net
76  —  —  —  76 
Gain on sale of equity method investment —  59,884  —  —  59,884 
Commodity hedging unrealized gain 8,205  —  —  —  8,205 
Equity in earnings of unconsolidated affiliates —  55,955  —  —  55,955 
Deduct:
Interest expense 2,592  —  51,457  —  54,049 
Depreciation and amortization expenses 72,753  2,302  —  75,061 
Contract assets amortization 1,655  —  —  —  1,655 
Proportionate EMI EBITDA —  85,922  —  —  85,922 
Share-based compensation —  —  15,136  —  15,136 
Loss on debt extinguishment —  —  525  —  525 
Integration costs 543  —  1,967  —  2,510 
Acquisition transaction costs —  —  3,232  —  3,232 
Other one-time costs or amortization 1,855  —  726  —  2,581 
Income (loss) before income taxes $ 76,441  $ 121,152  $ (79,431) $ —  $ 118,162 

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Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the six months ended June 30, 2025
(In thousands)
Revenue $ 859,838  $ 4,837  $ —  $ —  $ 864,675 
Other revenue 5,322 —  —  5,326 
Intersegment revenue(2)
—  12,478  —  (12,478) — 
Total segment operating revenue 865,160  17,319  —  (12,478) 870,001 
Costs of sales (excluding depreciation and amortization expense)
(379,623) (438) —  —  (380,061)
Intersegment costs of sales
(12,478) —  —  12,478  — 
Operating expenses(3)
(143,797) (1,201) —  —  (144,998)
General and administrative expenses (12,121) (660) (49,055) —  (61,836)
Proportionate EMI EBITDA —  175,630  —  —  175,630 
Other segment items(4)
(5,736) —  39,950  —  34,214 
Segment Adjusted EBITDA(5)
$ 311,405  $ 190,650  $ (9,105) $ —  $ 492,950 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$ 311,405  $ 190,650  $ (9,105) $ —  $ 492,950 
Add back:
Other interest income —  —  1,108  —  1,108 
Gain on disposal of assets, net
65  —  —  —  65 
Commodity hedging unrealized gain 19,616  —  —  —  19,616 
Equity in earnings of unconsolidated affiliates —  116,183  —  —  116,183 
Deduct:
Interest expense 60  —  112,168  —  112,228 
Depreciation and amortization expenses 181,808  4,616  12  —  186,436 
Contract assets amortization
3,310  —  —  —  3,310 
Proportionate EMI EBITDA —  175,630  —  —  175,630 
Share-based compensation
—  —  30,348  —  30,348 
Loss on debt extinguishment —  —  635  —  635 
Integration costs 4,447  —  1,524  —  5,971 
Other one-time costs or amortization 3,714  —  8,078  —  11,792 
Income (loss) before income taxes
$ 137,747  $ 126,587  $ (160,762) $ —  $ 103,572 
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Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the six months ended June 30, 2024
(In thousands)
Revenue $ 690,905  $ 4,374  $ —  $ —  $ 695,279 
Other revenue 5,285 287  —  —  5,572 
Intersegment revenue(2)
—  12,540  —  (12,540) — 
Total segment operating revenue 696,190  17,201  —  (12,540) 700,851 
Costs of sales (excluding depreciation and amortization expense)
(300,119) (81) —  —  (300,200)
Intersegment costs of sales
(12,540) —  —  12,540  — 
Operating expenses(3)
(98,443) (1,535) —  —  (99,978)
General and administrative expenses (7,227) (851) (57,149) —  (65,227)
Proportionate EMI EBITDA —  174,324  —  —  174,324 
Other segment items(4)
12,682  —  45,510  —  58,192 
Segment Adjusted EBITDA(5)
$ 290,543  $ 189,058  $ (11,639) $ —  $ 467,962 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$ 290,543  $ 189,058  $ (11,639) $ —  $ 467,962 
Add back:
Other interest income —  —  887  —  887 
Gain on sale of equity method investment —  59,884  —  —  59,884 
Equity in earnings of unconsolidated affiliates —  116,424  —  —  116,424 
Deduct:
Interest expense 2,608  —  98,908  —  101,516 
Depreciation and amortization expenses 144,063  4,592  12  —  148,667 
Contract assets amortization
3,310  —  —  —  3,310 
Proportionate EMI EBITDA —  174,324  —  —  174,324 
Share-based compensation
—  —  37,697  —  37,697 
Loss on disposal of assets, net
4,090  —  —  —  4,090 
Commodity hedging unrealized loss
6,883  —  —  —  6,883 
Loss on debt extinguishment —  —  525  —  525 
Integration costs 584  —  1,967  —  2,551 
Acquisition transaction costs —  —  3,232  —  3,232 
Other one-time costs or amortization 2,391  —  2,615  —  5,006 
Income (loss) before income taxes
$ 126,614  $ 186,450  $ (155,708) $ —  $ 157,356 
(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 included here to reconcile operating segments’ profit and loss with the Company’s consolidated profit and loss.
(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 includes 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, acquisition 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 on Form 10-Q, 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 six months ended June 30, 2025 and 2024:
Midstream Logistics Pipeline Transportation
Corporate and Other (1)
Consolidated
For the three months ended June 30, 2025
(In thousands)
Income tax expenses $ —  $ —  $ 7,327  $ 7,327 
Capital expenditure(3)(4)
$ 135,931  $ $ —  $ 135,932 
For the three months ended June 30, 2024
Income tax expenses $ —  $ —  $ 9,214  $ 9,214 
Capital expenditure(3)
$ 39,491  $ 434  $ —  $ 39,925 
Midstream Logistics Pipeline Transportation
Corporate and Other (1)
Consolidated
For the six months ended June 30, 2025
(In thousands)
Income tax expenses $ —  $ —  $ 9,894  $ 9,894 
Capital expenditure(3)(4)
$ 217,164  $ 243  $ —  $ 217,407 
For the six months ended June 30, 2024
Income tax expenses $ —  $ —  $ 13,001  $ 13,001 
Capital expenditure(3)(4)
$ 98,118  $ 2,005  $ —  $ 100,123 
June 30, December 31,
2025 2024
Total assets:
(In thousands)
Midstream Logistics $ 4,636,437  $ 4,326,954 
Pipeline Transportation(2)
2,253,378  2,270,403 
Segment total assets 6,889,815  6,597,357 
Corporate and other(1)
261,182  217,580 
Total assets $ 7,150,997  $ 6,814,937 
(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 included here to reconcile operating segments profit and loss with the Company’s consolidated profit and loss.
(2)The Pipeline Transportation segment includes investments in unconsolidated affiliates of $2.11 billion and $2.12 billion as of June 30, 2025 and December 31, 2024, respectively.
(3)Excludes capital assets acquired in the Company’s business combination that is included in the Midstream Logistic segment. See Note 2—Business Combinations in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.
(4)Excludes contributions 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 on Form 10-Q for additional information.

18.    SUBSEQUENT EVENTS
On July 1, 2025, the Company issued 7.7 million shares of Class C Common Stock and equivalent number of Common Units to Durango Seller pursuant to the Durango MIPA as part of the adjusted purchase price for the Durango Acquisition.
On July 4, 2025, President Donald Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). Among other things, the OBBBA indefinitely extends the 100% first-year depreciation allowance on qualified property placed in service after January 19, 2025, includes favorable modifications to the business interest expense limitation, and otherwise extends and enhances certain key provisions of the Tax Cuts & Jobs Act. The OBBBA has multiple effective dates with respect to its various provisions, with certain provisions effective in 2025. We are currently assessing the impacts of these changes.
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On July 15, 2025, the Board declared a cash dividend of $0.78 per share on the Company’s Class A Common Stock which was paid to stockholders of record as of July 25, 2025 on August 1, 2025. The Company, through its ownership of the general partner of the Partnership, declared a distribution of $0.78 per Common Unit from the Partnership to the holders of Common Units, which was paid on August 1, 2025.
Subsequent to the quarter ended June 30, 2025, the Company repurchased 2.4 million shares of its outstanding Class A Common Stock for a total cost of $100.0 million. The Company has repurchased 4.0 million shares of its outstanding Class A Common Stock for a total cost of $172.6 million under its Repurchase Program year to date as of August 6, 2025.
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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 six months ended June 30, 2025, as compared to our results of operations for the same period in 2024. 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 core capabilities include a variety of service offerings including natural gas gathering, transportation, compression, treating and processing; NGLs stabilization and transportation; produced water gathering and disposal; and crude oil gathering, stabilization, storage and transportation. Our operations are strategically located in the heart of the Delaware Basin.
Our Operations and Segments
We have two reportable segments which are strategic business units with various products and services. The Midstream Logistics segment operates under three service offerings, 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 three EMI pipelines originating in the Permian Basin with various access points to the U.S. Gulf Coast, as well as Kinetik NGL and Delaware Link Pipelines. The pipelines transport natural gas, NGLs and crude oil 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 4,200 miles of low and high-pressure steel pipeline located throughout the Delaware Basin, including over 2,300 miles of gas pipeline acquired through the Durango Acquisition, over 200 miles of gas pipeline acquired through the Barilla Draw Acquisition, and over 630,000 horsepower of compression capacity. Gas processing assets are centralized at seven processing complexes with total cryogenic processing capacity of approximately 2.2 Bcf/d and over 2.4 Bcf/d once the Kings Landing Project is complete in the third quarter of 2025.
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 280 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.
Water Gathering and Disposal. The system includes approximately 370 miles of gathering pipeline and approximately 580,000 barrels per day of permitted disposal capacity.
Pipeline Transportation
EMI pipelines. The Company owns the following equity interests in three 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 Permian Highway Pipeline LLC (“PHP”), which is operated by Kinder Morgan; 2) 33.0% equity interest in Breviloba, LLC (“Breviloba”), the owner of the Shin Oak NGL Pipeline (“Shin Oak”), which is operated by Enterprise Products Operating LLC; and 3) 27.5% equity interest in Epic Crude Holdings, LP (“EPIC”), which is operated by EPIC Consolidated Operations, LLC.
Kinetik NGL Pipelines. The Kinetik NGL Pipelines consist of approximately 96 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 30 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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Recent Developments
Term Loan Credit Agreement
On May 30, 2025, the Partnership entered into a term loan credit agreement, which provides a $1.15 billion senior unsecured credit facility maturing on May 30, 2028 (the “Term Loan Credit Agreement”).
Revolving Credit Agreement
On May 30, 2025, the Partnership entered into a revolving credit agreement that provides a $1.60 billion senior unsecured revolving credit facility, which includes a $200 million sublimit for the issuance of letters of credit, and a $300 million sublimit for swingline loans (the “Revolving Credit Agreement”). All borrowing under this revolving credit facility will mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement.
Repayment of Existing Credit Facilities
On May 30, 2025, in connection with entry into the Term Loan Credit Agreement and Revolving Credit Agreement, the Company repaid all outstanding borrowings and extinguished (1) the term loan credit agreement, dated June 8, 2022, by and among the Partnership and PNC Bank, National Association, as administrative agent, and the banks and other financial institutions party thereto, as lenders (the “2022 Term Loan Credit Agreement”) and (2) the revolving credit agreement, dated June 8, 2022, by and among the Partnership and Bank of America, N.A., as administrative agent, and the banks and other financial institutions party thereto, as lenders (the “2022 Revolving Credit Agreement”). The Company recorded a loss on debt extinguishment of $0.6 million for the extinguishment of the 2022 Term Loan Credit Agreement and 2022 Revolving Credit Agreement.
Accounts Receivable Securitization Facility
On April 1, 2025, the Partnership entered into an amendment to its accounts receivable securitization facility dated April 2, 2024 (as amended, the “Amended A/R Facility”) to, among other things, increase the facility limit to $250.0 million and extend the scheduled termination date to March 31, 2026.
Factors Affecting Our Business
Commodity Price Volatility
There has been, and we believe there will continue to be, volatility in commodity prices and in the relationships among NGLs, crude oil and natural gas prices. As a result of uncertainty around global commodity supply and demand, global geopolitical conflicts, foreign and domestic trade policies implemented by the Trump Administration and response thereto, and recent action by OPEC+, global oil and natural gas commodity prices continue to remain volatile. The volatility and uncertainty of natural gas, crude oil and NGL prices impact drilling, completion and other investment decisions by producers and ultimately supply to our systems. Although ongoing armed conflicts might generate commodity price upward pressure, and our operations could benefit in an environment of higher natural gas, NGLs and condensate prices, the instability of the international political environment and human and economic hardship resulting from the conflicts would have a highly uncertain impact on the U.S. economy, which in turn, might affect our business and operations adversely. Moreover, the impact of new and proposed tariffs by the Trump Administration and foreign governments is highly uncertain. Our product sales revenue is exposed to commodity price fluctuations. Therefore, commodity price decline and sustained periods of low natural gas, NGL, and condensate prices could have an adverse effect on our product revenue stream. The Company continues to monitor commodity prices closely and may enter into commodity price hedges from time to time as necessary to mitigate the volatility risk. In addition, the Company, when economically appropriate, enters into fee-based and NGL arbitrage arrangements that insulate the Company from commodity price volatility.
In addition, our business requires access to steel and other materials to construct and maintain our pipelines and other midstream assets. Imposition of, or increase, in tariffs on imports of steel or other materials, as well as corresponding price increases for such materials available domestically, could increase our construction costs and our costs to maintain our assets. The Company continues to monitor costs of materials used for capital expenditure and considers budget-to-actual and forecast-to-actual variances on a monthly basis to mitigate volatility risk. See Part II, Item 1A. Risk Factors for additional discussion.
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Inflation and Interest Rates
The annual rate of inflation in the United States was 2.7% in June 2025 as measured by the Consumer Price Index. In light of the recent economic activity, unemployment levels and tariffs proposed and implemented by the Trump Administration, the Federal Open Market Committee (the “FOMC”) decided to maintain the target range for the federal funds rate at 4.25 % - 4.50% during its meeting in July 2025. During the meeting, the FOMC noted although recent economic indicators suggest that growth of economic activity moderated in the first half of the year and labor market conditions remain solid, uncertainty about the economic outlook remains elevated and inflation remains somewhat elevated. The FOMC also noted that it is attentive to the risks to both sides of its dual mandate and is committed achieve maximum employment and inflation of 2.00% over the long run. The Company will continue to monitor the FOMC’s monetary policy and interest rate movement. 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 for interest rate risk.

34

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

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 % Change 2025 2024 % Change
(In thousands, except percentages)
Operating revenues:
Service revenue $ 112,654  $ 96,415  17 % $ 240,580  $ 198,610  21 %
Product revenue 311,590  260,102  20 % 624,095  496,669  26 %
Other revenue 2,494  2,940  (15 %) 5,326  5,572  (4 %)
Total operating revenues 426,738  359,457  19 % 870,001  700,851  24 %
Operating costs and expenses:
Cost of sales (exclusive of depreciation and amortization) (1)
156,697  146,513  7 % 380,061  300,200  27 %
Operating expense 68,045  44,068  54 % 131,648  87,474  50 %
Ad valorem taxes 6,559  6,212  6 % 13,350  12,504  7 %
General and administrative expenses 24,244  31,091  (22 %) 61,836  65,227  (5 %)
Depreciation and amortization expenses 93,763  75,061  25 % 186,436  148,667  25 %
(Gain) loss on disposal of assets, net (25) (76) (67 %) (65) 4,090  (102 %)
Total operating costs and expenses 349,283  302,869  15 % 773,266  618,162  25 %
Operating income 77,455  56,588  37 % 96,735  82,689  17 %
Other income (expense):
Interest and other income 2,732  309  NM 3,517  400  NM
Loss on debt extinguishment (635) (525) 21 % (635) (525) 21 %
Gain on sale of equity method investments —  59,884  (100 %) —  59,884  (100 %)
Interest expense (56,514) (54,049) 5 % (112,228) (101,516) 11 %
Equity in earnings of unconsolidated affiliates 58,705  55,955  5 % 116,183  116,424  %
Total other income, net 4,288  61,574  (93 %) 6,837  74,667  (91 %)
Income before income taxes 81,743  118,162  (31 %) 103,572  157,356  (34 %)
Income tax expense 7,327  9,214  (20 %) 9,894  13,001  (24 %)
Net income including noncontrolling interest $ 74,416  $ 108,948  (32 %) $ 93,678  $ 144,355  (35 %)
(1)Costs of sales (excluding depreciation and amortization) is net of gas service fees totaling $73.6 million and $54.7 million for the three months ended June 30, 2025 and 2024, respectively, and $135.8 million and $99.2 million for the six months ended June 30, 2025 and 2024, respectively, for certain volumes, where we act as principal.
NM - Not meaningful

35

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Revenues
For the three months ended June 30, 2025, revenue increased $67.3 million, or 19%, to $426.7 million, compared to $359.5 million for the same period in 2024. The increase was primarily driven by higher service and product revenue from the Durango Acquisition completed in June 2024 and the Barilla Draw Acquisition completed in January 2025.
Service revenue
Service revenue consists of service fees paid to us by our customers for providing comprehensive gathering, treating, processing and produced water disposal necessary to bring natural gas, NGLs and crude oil to market. Service revenue for the three months ended June 30, 2025, increased by $16.2 million, or 17%, to $112.7 million, compared to $96.4 million for the same period in 2024. This increase was driven by higher period-over-period gas gathering fees of $14.0 million. Period-over-period gathered and processed gas volumes increased by 377.8 MMcf per day, or 20% and 181.2 MMcf per day, or 12%, respectively. Of the increase, Durango’s operations accounted for 215.0 MMcf per day and 182.7 MMcf per day of gathered and processed gas volume, respectively. Over 97% of service revenues are included in the Midstream Logistics segment for the three months ended June 30, 2025.
Product revenue
Product revenue consists of commodity sales (including condensate, natural gas residue and NGLs). Product revenue for the three months ended June 30, 2025, increased by $51.5 million, or 20%, to $311.6 million, compared to $260.1 million for the same period in 2024, primarily due to increased NGL, condensate and natural gas residue volumes sold and increased natural gas residue prices. Period-over-period NGL and condensate volumes sold increased 3.8 million barrels, or 39%, of which, Durango’s operations accounted for 1.5 million barrels. Period-over-period natural gas residue volumes sold increased 2.3 million MMBtu, or 23%, of which Durango’s operations accounted for most of the increase. Period-over-period natural gas prices increased $0.75 per MMBtu, or 70%, which also contributed to the increase in product revenue. These increases were partially offset by decreases in NGL and condensate prices of $8.45 per barrel, or 11%, and $2.81 per barrel, or 12%, respectively. Product revenues are included entirely in the Midstream Logistics segment.
Operating Costs and Expenses
Costs 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 June 30, 2025, cost of sales increased $10.2 million, or 7%, to $156.7 million, compared to $146.5 million for the same period in 2024. The increase was primarily driven by the aforementioned period-over-period increases in NGL, condensate and natural gas residue volumes sold and higher natural gas residue prices, partially offset by decreases in NGL and condensate prices. Over 99% of costs of sales (excluding depreciation and amortization) is included in the Midstream Logistics segment.
Operating expenses
Operating expenses increased by $24.0 million, or 54%, to $68.0 million for the three months ended June 30, 2025, compared to $44.1 million for the same period in 2024. Of the total increase, $13.5 million was driven by Durango’s operations that were acquired in June 2024, which had a full quarter of operations in 2025 compared to one week of operations in the same period of 2024, and $7.1 million was driven by the Barilla Draw operations acquired in January 2025. The remaining increase was primarily driven by increases in utility costs of $3.7 million. Over 99% of operating expenses are included in the Midstream Logistics segment.
General and administrative expenses
General and administrative expenses decreased by $6.8 million, or 22% to $24.2 million for the three months ended June 30, 2025, compared to $31.1 million for the same period in 2024. The decrease was mainly driven by lower share-based compensation of $5.4 million related to certain equity awards that were modified upon the retirement of a former employee and the vesting of certain RSUs in the first quarter of 2024. The remaining decrease is related to lower professional fees associated with the prior year Durango Acquisition.
36

Depreciation and amortization expense
Depreciation and amortization expense increased by $18.7 million, or 25% to $93.8 million for the three months ended June 30, 2025, compared to $75.1 million for the same period in 2024. Of the total increase, $12.5 million was driven by the Durango Acquisition that was completed during June of 2024 and $2.4 million is from the Barilla Draw Acquisition completed in January 2025. The remaining increase of $3.8 million was driven by assets placed into service since the second quarter of 2024.
Other Income (Expenses)
Gain on sale of equity method investments
The gain on a sale of equity method investment decreased by $59.9 million, or 100%, for the three months ended June 30, 2025, compared to the same period in 2024. The decrease was related to the GCX divestiture consummated in the second quarter of 2024.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenues
For the six months ended June 30, 2025, revenue increased $169.2 million, or 24%, to $870.0 million, compared to $700.9 million for the same period in 2024. The increase was primarily driven by higher service and product revenue from the Durango Acquisition completed in June 2024 and the Barilla Draw Acquisition completed in January 2025.
Service revenue
Service revenue consists of service fees paid to us by our customers for providing comprehensive gathering, treating, processing and water disposal services necessary to bring natural gas, NGLs and crude oil to market. Service revenue for the six months ended June 30, 2025, increased by $42.0 million, or 21%, to $240.6 million, compared to $198.6 million for the same period in 2024. The increase was primarily driven by higher period-over-period gas gathering fees of $37.2 million. Total gathered and processed gas volumes increased 404.1 MMcf per day, or 22% and 217.0 MMcf per day, or 14%, respectively. Of the increase, Durango’s operations accounted for 225.6 MMcf per day and 185.6 MMcf per day of gathered and processed gas volume, respectively. Over 97% of service revenues are included in the Midstream Logistics segment for the six months ended June 30, 2025.
Product revenue
Product revenue consists of commodity sales (including condensate, natural gas residue and NGLs). Product revenue for the six months ended June 30, 2025, increased by $127.4 million, or 26%, to $624.1 million, compared to $496.7 million for the same period in 2024, primarily due to increased NGL, condensate and natural gas residue volumes sold and increased natural gas residue prices. Period-over-period NGL and condensate volumes sold increased 7.1 million barrels, or 37%, of which, Durango’s operations accounted for 2.9 million barrels. Period-over-period natural gas residues volumes sold increased 0.9 million MMBtu, or 4%, of which Durango’s operations accounted for 4.1 million MMBtu. Period-over-period natural gas prices increased $0.77 per MMBtu, or 51%, which also contributed to the increase in product revenue. These increases were partially offset by decreases in NGL and condensate prices of $6.11 per barrel, or 8%, and $1.29 per barrel, or 6%, respectively. Product revenues are included entirely in the Midstream Logistics segment.
Operating Costs and Expenses
Costs 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 six months ended June 30, 2025, cost of sales increased $79.9 million, or 27%, to $380.1 million, compared to $300.2 million for the same period in 2024. As discussed above, the increase was primarily driven by period to period increases in NGL, condensate and natural gas residue volumes sold and higher natural gas residue prices, partially offset by decreases in NGL and condensate prices. Over 99% of cost of sales (exclusive of depreciation and amortization) is included entirely in the Midstream Logistics segment.
37

Operating expenses
Operating expenses increased by $44.2 million, or 50%, to $131.6 million for the six months ended June 30, 2025, compared to $87.5 million for the same period in 2024. Of the total increase, $27.7 million was driven by Durango’s operations that were acquired in June of 2024, which had a full six months of operations in 2025 compared to one week of operations in the same period in 2024, and $9.7 million was driven by the Barilla Draw operations acquired in January 2025. The remaining increase was primarily driven by increases in utility costs of $5.8 million. Over 99% of operating expenses are included in the Midstream Logistics segment.
Depreciation and amortization expense
Depreciation and amortization expense increased by $37.8 million, or 25% to $186.4 million for the six months ended June 30, 2025, compared to $148.7 million for the same period in 2024. Of the total increase, $25.8 million was driven by the Durango Acquisition that was completed in June of 2024 and $4.8 million is from the Barilla Draw Acquisition completed in January 2025. The remaining increase of $7.2 million was driven by assets placed in service since the second quarter of 2024.
Gain on sale of equity method investments
Gain on sale of equity method investments decreased by $59.9 million, or 100%, for the six months ended June 30, 2025, compared to the same period in 2024. The decrease was related to the GCX Sale consummated in the second quarter of 2024.
Interest expense
Interest expense increased by $10.7 million, or 11%, to $112.2 million for the six months ended June 30, 2025, compared to $101.5 million for the same period in 2024. The increase in interest expense was primarily driven by a decrease in realized and unrealized gains on interest rate swaps totaling $16.4 million. The increase was partially offset by an increase in capitalized interest of $5.9 million related to the ongoing Kings Landing Project. 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.

Key Performance Metrics
Adjusted EBITDA
Adjusted EBITDA is defined as net income 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 and gain from sale of investments 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 non-recurring 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 credit worthiness; and
•is used by our management for various purposes, including as a basis for strategic planning and forecasting.
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.
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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 June 30, Six Months Ended June 30,
2025 2024 % Change 2025 2024 % Change
(In thousands, except percentages)
Reconciliation of net income including noncontrolling interest to Adjusted EBITDA
Net income including noncontrolling interest $ 74,416  $ 108,948  (32 %) $ 93,678  $ 144,355  (35 %)
Add back:
Interest expense 56,514  54,049  5 % 112,228  101,516  11 %
Income tax expense 7,327  9,214  (20 %) 9,894  13,001  (24 %)
Depreciation and amortization expenses
93,763  75,061  25 % 186,436  148,667  25 %
Amortization of contract costs 1,655  1,655  % 3,310  3,310  %
Proportionate EMI EBITDA 88,100  85,922  3 % 175,630  174,324  1 %
Share-based compensation 9,695  15,136  (36 %) 30,348  37,697  (19 %)
(Gain) loss on disposal of assets, net
(25) (76) (67 %) (65) 4,090  (102 %)
Loss on debt extinguishment 635  525  21 % 635  525  21 %
Commodity hedging unrealized loss
—  —  % —  6,883  (100 %)
Integration costs
2,433  2,510  (3 %) 5,971  2,551  134 %
Acquisition transaction costs
—  3,232  (100 %) —  3,232  (100 %)
Other one-time cost or amortization 5,186  2,581  101 % 11,792  5,006  136 %
Deduct:
Interest income 318  310  3 % 1,108  887  25 %
Commodity hedging unrealized gain 37,743  8,205  NM 19,616  —  100 %
Gain on sale of equity method investment
—  59,884  (100 %) —  59,884  (100 %)
Equity income from EMI's 58,705  55,955  5 % 116,183  116,424  %
Adjusted EBITDA $ 242,933  $ 234,403  4 % $ 492,950  $ 467,962  5 %
NM - not meaningful
Adjusted EBITDA increased by $8.5 million, or 4%, to $242.9 million for the three months ended June 30, 2025, compared to $234.4 million for the same period in 2024. As discussed in the Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q, $39.6 million of the increase was due to increased total operating revenue of $67.3 million, offset by increased cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expense totaling $27.7 million. The increase was also driven by an increase in other income of $2.4 million and higher proportionate EBITDA from our EMI pipelines of $2.2 million. These increases were partially offset by an increase in unrealized gain in commodity hedging activities of $29.5 million, a decrease in stock based compensation of $5.4 million and decreases in integration, transaction and other one-time costs or amortization of $0.7 million.
Adjusted EBITDA increased by $25.0 million, or 5%, to $492.9 million for the six months ended June 30, 2025, compared to $468.0 million for the same period in 2024. As discussed in the Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report Form 10-Q, $47.7 million of the increase was due to increased total operating revenue of $169.2 million, offset by increased cost of sales (exclusive of depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses totaling $121.5 million. The increase in Adjusted EBITDA was also driven by increases in integration, transaction and other one-time costs or amortization of $7.0 million, other income of $2.9 million and proportionate EBITDA from our EMI pipelines of $1.3 million.
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These increases were partially offset by an increase in unrealized gain in commodity hedging activities of $26.5 million and a decrease in stock based compensation of $7.3 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 and gain from sale of investments 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 non-recurring charges. The following table presents Segment Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024. Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a reconciliation of Segment Adjusted EBITDA to net income before income taxes.
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 % Change 2025 2024 % Change
(In thousands, except percentages)
Midstream Logistics $ 151,207  $ 147,558  2 % $ 311,405  $ 290,543  7 %
Pipeline Transportation 96,769  93,537  3 % 190,650  189,058  1 %
Corporate and Other(1)
(5,043) (6,692) (25 %) (9,105) (11,639) (22 %)
Total Segment Adjusted EBITDA
$ 242,933  $ 234,403  4 % $ 492,950  $ 467,962  5 %
(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 $3.6 million, or 2%, to $151.2 million for the three months ended June 30, 2025, compared to $147.6 million for the same period in 2024. The increase was primarily due to the increased total operating revenue of $73.8 million, offset by increased cost of sales (exclusive of depreciation and amortization) of $16.2 million and higher operating expense, ad valorem taxes and general and administrative expenses of $26.5 million. The increase was also driven by increases in other income of $2.4 million and integration, transaction and other one-time costs or amortization of $1.0 million. These increases were partially offset by an increase in unrealized gain on commodity hedging of $29.5 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 to this Quarterly Report on Form 10-Q.
Midstream Logistics Segment Adjusted EBITDA increased by $20.9 million, or 7%, to $311.4 million for the six months ended June 30, 2025, compared to $290.5 million for the same period in 2024. The increase was primarily due to the increased total operating revenue of $181.5 million, offset by increased cost of sales (exclusive of depreciation and amortization) of $92.0 million, and higher operating expense, ad valorem taxes and general and administrative expenses of $50.2 million. The increase was also driven by increases in other income of $2.9 million and integration, transaction and other one-time costs or amortization of $5.2 million. These increases were partially offset by an increase in unrealized gain on commodity hedging of $26.5 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 to this Quarterly Report on Form 10-Q.
Pipeline Transportation Segment Adjusted EBITDA increased by $3.2 million, or 3%, to $96.8 million for the three months ended June 30, 2025, compared to $93.5 million for the same period in 2024. The increase was primarily driven by higher operating revenue of $1.2 million and higher proportionate EMI EBITDA of $2.2 million. The increase was partially offset by increased cost of sales (exclusive of depreciation and amortization) of $0.3 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 to this Quarterly Report on Form 10-Q.
Pipeline Transportation Segment Adjusted EBITDA increased by $1.6 million, or 1%, to $190.7 million for the six months ended June 30, 2025, compared to $189.1 million for the same period in 2024. The increase was primarily driven by higher proportionate EMI EBITDA of $1.3 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 to this Quarterly Report on Form 10-Q.

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Contractual Obligations
We have contractual obligations for principal and interest payments on our 2028 Notes, 2030 Notes, and under the Term Loan Credit Agreement, 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 on Form 10-Q.
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 acquisitions of businesses and EMI pipelines and associated subsequent construction costs. For 2025, the Company’s primary spending requirements are related to the business acquisitions and other budgeted capital expenditures for the construction and maintenance of gathering and processing assets, the Company’s contractual debt obligations, quarterly cash dividends and repurchase of its Class A Common Stock pursuant to the Board approved share repurchase program from time to time.
During the six months ended June 30, 2025, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the revolving credit facility and A/R Facility, and cash generated from operations. Based on the Company’s current financial plan, the Company believes that cash from operations and 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
June 30, 2025
(In thousands)
Total Capacity Outstanding Borrowings Available Borrowing Capacity
A/R Facility $ 250,000  $ 189,300  $ 60,700 
Revolving Line of Credit 1,600,000  565,000  1,035,000 
Letter of Credit (12,600) —  (12,600)
Total $ 1,837,400  $ 754,300  $ 1,083,100 
Cash and cash equivalents 10,733 
Total liquidity $ 1,093,833 
December 31, 2024
(In thousands)
Total Capacity Outstanding Borrowings Available Borrowing Capacity
A/R Facility $ 150,000  $ 140,200  $ 9,800 
Revolving Line of Credit 1,250,000  590,000  660,000 
Letter of Credit (12,600) —  (12,600)
Total $ 1,387,400  $ 730,200  $ 657,200 
Cash and cash equivalents 3,606 
Total liquidity $ 660,806 
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 and revolving credit facilities and the 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 June 30, 2025, 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.
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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 June 30, 2025, 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 June 30, 2025, we had an outstanding borrowing of $565.0 million and remaining borrowing capacity of $1.02 billion.
A/R Facility
On April 1, 2025, the Partnership entered into an amendment to its A/R Facility to, among other things, increase the facility limit to $250.0 million and extend the scheduled termination date to March 31, 2026. As of June 30, 2025, we had an outstanding borrowing of $189.3 million and remaining borrowing capacity of $60.7 million.
Capital Requirements and Expenditures
Our operations can be capital intensive, requiring investments to expand, upgrade, maintain or enhance existing operations and to meet environmental and operational regulations. During the six months ended June 30, 2025 and 2024, capital spending for property, plant and equipment totaled $201.8 million and $97.4 million, respectively, intangible asset purchases totaled $15.6 million and $2.8 million, respectively, and contributions to EMI totaled $1.0 million and $3.3 million, respectively. The increase in capital spending was mainly related to the Kings Landing Project, which is expected to be completed in the third quarter of 2025. Management believes its existing gathering, processing and transmission infrastructure capacity and future planned projects are capable of fulfilling its midstream contracts to service its customers.
The Company anticipates its existing capital resources will be sufficient to fund the 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 on Form 10-Q.
Cash Flow
The following tables present cash flows from operating, investing and financing activities during the periods presented:
Six Months Ended June 30,
2025 2024
(In thousands)
Cash provided by operating activities $ 305,907  $ 279,222 
Cash (used in) provided by investing activities
$ (391,604) $ 43,302 
Cash provided by (used in) financing activities
$ 92,824  $ (314,485)
Operating activities. Net cash provided by operating activities increased by $26.7 million for the six months ended June 30, 2025 compared with the same period in 2024. The change in the operating cash flows reflected (i) a decrease in net income including noncontrolling interest of $50.7 million; (ii) an increase in adjustments related to non-cash items of $39.9 million, which was mainly driven by a decrease in gain related to sale of equity method investment of $59.9 million and an increase in depreciation and amortization expense of $37.8 million, partially offset by a decrease in distribution from unconsolidated affiliates of $25.7 million, and a favorable derivative fair value adjustment of $15.4 million compared to an unfavorable derivative fair value adjustment of $6.6 million in the same period in 2024; and (iii) an increase in working capital of $37.5 million.
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Investing activities. Net cash used in investing activities was $391.6 million for the six months ended June 30, 2025 compared to net cash provided by investing activities of $43.3 million in the same period in 2024. The change was primarily driven by net cash used in the Barilla Draw Acquisition of $176.2 million and higher capital spending for property, plant and equipment of $104.5 million and intangible assets of $12.8 million. Cash provided by investing activities for the six months ended June 30, 2024 was primarily driven by proceeds from sale of equity method investment of $494.4 million, partially offset by net cash paid for the Durango acquisition of $349.3 million and capital spending for property, plant and equipment and intangible assets of $100.1 million.
Financing activities. Net cash provided by financing activities was $92.8 million for the six months ended June 30, 2025, which was primarily comprised of net proceeds from the long-term debt, revolving credit facility and A/R Facility of $412.2 million, partially offset by cash dividends of $246.8 million paid to the holders of Class A Common Stock and Common Units and share repurchases of $72.6 million, compared with net cash used in financing activities of $314.5 million for the six months ended June 30, 2024, which was primarily comprised of net payments on the Company’s long-term debt, revolving credit facility and A/R Facility of $159.8 million and cash dividends of $154.7 million paid to the holders of Class A Common Stock and Common Units.
Dividend
During the six months ended June 30, 2025, the Company made cash dividend payments of $246.8 million to holders of Class A Common Stock and Common Units and $0.7 million was reinvested in shares of Class A Common Stock by the Reinvestment Holders.
On July 15, 2025, the Board declared a cash dividend of $0.78 per share on the Company’s Class A Common Stock which will be payable to stockholders on August 1, 2025. The Company, through its ownership of the general partner of the Partnership, declared a distribution of $0.78 per Common Unit from the Partnership to the holders of Common Units, which will be payable on August 1, 2025. 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 a share repurchase program (“Repurchase Program”), authorizing discretionary purchases of the Company’s Class A Common Stock up to $100 million in the aggregate. In May 2025, the Board approved a $400 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 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.
For six months ended June 30, 2025, the Company repurchased 1.7 million shares of its outstanding Class A Common Stock at a total cost of $72.6 million.

Off-Balance Sheet Arrangements
As of June 30, 2025, 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 on our Annual Report on Form 10-K for the year ended December 31, 2024. 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, 2024 filed with the Commission on March 3, 2025.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosure 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 and developments related to global geopolitical issues, foreign and domestic trade policies under the Trump Administration and response thereto 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 the first half of 2025.
Commodity Price Risk
The results of the Company’s operations may be affected by the market prices of oil and natural gas. A portion of the Company’s revenue is directly tied to local crude, natural gas, NGLs and condensate prices in the Permian Basin. Fluctuations in commodity prices also impact operating cost elements both directly and indirectly. For example, commodity prices directly impacts 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 on Form 10-Q for additional discussion regarding our hedging strategies and objectives.
Interest Rate Risk
As of June 30, 2025, the Company had interest bearing debt, net of deferred financing costs, with principal amounts of $3.93 billion. We are not exposed to changes in interest rates with respect to our senior unsecured notes due in 2028 and 2030 as these are fixed-rate obligations. The interest rates for the Revolving Credit Agreement, the Term Loan Credit Agreement and the Amended A/R Facility are variable, which exposes the Company to the risk of increased interest expense in the event of increases in interest rates. Accordingly, results of operations, cash flows, financial condition and the ability to make cash distributions could be adversely affected by significant increases in interest rates. A 1.0% increase or decrease in interest rates would change our annualized interest expense by approximately $19.0 million for the Revolving Credit Agreement, the Term Loan Credit Agreement and the Amended A/R Facility, based on our outstanding borrowings at June 30, 2025.
To mitigate interest rate risk exposure, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. As of June 30, 2025, the Company has nine interest rate swap contracts with notional amounts of $675.0 million maturing on December 31, 2025 that pay a fixed rate ranging from 3.02% to 4.18%. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional discussion regarding our hedging strategies and objectives.
Credit Risk
The Company is subject to credit risk resulting from nonpayment or nonperformance by, or the insolvency or liquidation of, third-party customers. Any increase in nonpayment and nonperformance by, or the insolvency or liquidation of, the Company’s customers could adversely affect the Company’s results of operations.

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ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of June 30, 2025, 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 accounting officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 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 June 30, 2025.
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
Except as described above, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended June 30, 2025, that have materially affected, or is 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 Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS
Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.
Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. For example, effective on June 4, 2025, the U.S. government imposed a 50% tariff on steel and aluminum imports except on imports from the U.K. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. These actions have caused substantial uncertainty and volatility in financial markets and may result in retaliatory measures on U.S. goods. Retaliatory measures might affect export of oil and gas products and have an adverse impact on domestic production and prices, which might affect our results of operations adversely.
Our business requires access to steel and other materials to construct and maintain our pipelines and other midstream assets. Any imposition of or increase in tariffs on imports of steel or other materials, as well as corresponding price increases for such materials available domestically, could increase our construction costs and our costs to maintain our assets. To the extent that we are unable to pass all or any such cost increases on to our customers, such cost increases could adversely affect our returns on investment. Higher material costs could also diminish our ability to develop new projects at acceptable returns, particularly during times of economic uncertainty, and limit our ability to pursue growth opportunities.
Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately reduced demand for our and our customers’ products and services. Such conditions could have a material adverse impact on our business, results of operations and cash flows. Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms and cost of capital. Changes in tariffs and trade restrictions can be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes, tariffs, trade agreements or policies, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate. If we are unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on our business and results of operations.
For other risk factors, please refer to Part II, Item 1A — “Risk Factors” in the Company’s Annual Report Form 10-K for the year ended December 31, 2024 filed on March 3, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchase of Class A Common Stock
Period
Total Number of Shares Purchased(1)
Average Price per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plan(1)
Maximum number (or approximate dollar value) of Shares that May Yet be Purchased under the Plans (in thousands)(1)
April 1 to April 30, 2025 —  $ —  —  $ 94,243 
May 1 to May 31, 2025 349,879  $ 45.02  349,879  $ 478,491 
June 1 to June 30, 2025 1,303,050  $ 43.59  1,303,050  $ 421,689 
(1)In February 2023, our Board of Directors approved the Stock Repurchase Program (“Repurchase Program”) for the repurchase of up to $100.0 million of our outstanding Class A common stock. In May 2025, our Board of Directors 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.
(2)Average price paid per share included commission to repurchase shares.

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ITEM 5. OTHER INFORMATION
Trading Arrangements
During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).

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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
10.4
10.5
10.6*†
10.7*†
10.8*†
10.9*†
10.10*†
10.11*†
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 June 30, 2025, 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.
*** Schedules and exhibits to this Exhibit have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
† Management contracts or compensatory plans or arrangements.
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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: August 7, 2025   /s/ Jamie Welch
  Jamie Welch
  Chief Executive Officer, President and Director
(Principal Executive Officer)
Dated: August 7, 2025   /s/ Steven Stellato
  Steven Stellato
 
Executive Vice President, Chief Accounting and
Chief Administrative Officer
(Principal Financial Officer and Principal Accounting Officer)

49
EX-10.6 2 kinetik-separationandrel.htm EX-10.6 kinetik-separationandrel
Exhibit 10.6 4938-5539-0778 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement”) is entered into by and between Kinetik Holdings Inc., a Delaware corporation (the “Company”), and Anne Psencik (“Employee”). Employee and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” WHEREAS, Employee is a participant in the Kinetik Holdings Inc. Executive Severance Plan (the “Severance Plan”); WHEREAS, Employee retired from the Company effective as of June 30, 2025 (the “Separation Date”); WHEREAS, the Company desires to treat Employee’s retirement as an eligible “Qualifying Termination” pursuant to the terms of the Severance Plan; WHEREAS, Employee has outstanding equity awards under the Kinetik Holdings Inc. 2019 Omnibus Compensation Plan (the “LTIP”); WHEREAS, the Parties have agreed that Employee shall receive the sum of $887,356 paid in accordance with the terms of the Severance Plan, and the other consideration described in this Agreement, which severance payment and benefits are conditioned upon Employee’s execution, delivery and non-revocation of this Agreement; and WHEREAS, the Parties wish to resolve any and all claims that Employee has or may have against the Company and the Company Parties (as defined below), including any claims that Employee has or may have arising from or relating to Employee’s employment, or the end of Employee’s employment, with any Company Party. NOW, THEREFORE, in consideration of the promises and benefits set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Employee and the Company, the Parties hereby agree as follows: 1. Separation from Employment; Resignations. The Parties acknowledge and agree that Employee’s employment with the Company ended as of the Separation Date and that, as of the Separation Date, Employee was no longer employed by any Company Party. The Parties further acknowledge and agree that, as of the Separation Date, Employee automatically resigned (i) as Chief Strategy Officer of the Company and (ii) as an officer of the Company and each of their respective Affiliates (as defined below) for which Employee served as an officer. 2. Separation Payments and Benefits. Provided that Employee: (x) executes this Agreement on or after the Separation Date and returns a signed copy of it to the Company, care of Alexandra Hernandez, so that it is received no later than the close of business on the date that is twenty-one (21) days after Employee receives this Agreement, and it is not subsequently revoked by Employee in accordance with Section 5; and (y) abides by each of Employee’s other obligations and commitments set forth in this Agreement, then:


 
2 4938-5539-0778 (a) Employee shall receive a payment in the amount of $887,356 to be paid in a lump sum no later than the Company’s first regularly scheduled pay date that occurs on or after the date that is 45 calendar days following Separation Date; and (b) Employee’s outstanding and unvested equity awards previously granted pursuant to the LTIP (the “Outstanding Awards”) shall continue to be eligible to vest following the Separation Date and may become payable in accordance with their terms and the terms of the Consulting Agreement by and between Employee and the Company effective as of the Separation Date (the “Consulting Agreement”), subject to Employee’s continued service pursuant to the Consulting Agreement and continued compliance with the terms of this Agreement and the Consulting Agreement. Employee acknowledges and agrees that the consideration described in this Section 2 represents the entirety of the amounts Employee is eligible to receive as severance pay and benefits from the Company or any other Company Affiliate, including under the LTIP and the Severance Plan. 3. Complete Release of Claims. (a) In exchange for the consideration received by Employee herein, which consideration Employee was not entitled to but for Employee’s entry into this Agreement, Employee hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s ownership of any interest in any Company Party, Employee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Employee executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti- discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the Occupational Safety and Health Act, as amended; (E) any federal, state or local wage and hour law; (F) the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); (G) the Family and Medical Leave Act of 1993; (H) the Securities Exchange Act of 1934; (I) the Investment Advisers Act of 1940; (J) the Investment Company Act of 1940; (K) the Private Securities Litigation Reform Act of 1995; (L) the Sarbanes-Oxley Act of 2002; (M) the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010; (N) any other local, state or federal law, regulation or ordinance, including any and all claims under the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); or (i) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’


 
3 4938-5539-0778 fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Employee may have under any employment contract, severance plan, incentive compensation plan, or equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the Severance Plan, other than the Consulting Agreement or the LTIP (solely with respect to the Outstanding Awards); and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Employee has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2 of this Agreement. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable charge or claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission, the Financial Industry Regulatory Authority, the Securities Exchange Commission, the National Labor Relations Board, the Department of Labor, the Occupational Health and Safety Administration, or other federal, state or local government agency or commission (collectively “Governmental Agencies”) or participating in (or cooperating with) any investigation or proceeding conducted by a Governmental Agency or communicating with any Governmental Agency; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of such Governmental Agency proceeding or subsequent legal actions. This Agreement does not limit Employee’s right to receive an award for information provided to a Government Agency. Further, in no event shall the Released Claims include (i) any claim based on facts occurring after the date that this Agreement is executed by Employee or (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that cannot be waived pursuant to ERISA. Nothing herein will prevent Employee from seeking workers’ compensation or unemployment insurance benefits. For purposes of this Agreement, “Affiliate” shall mean, with respect to any Person (as defined below), any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended from time to time. For purposes of this Agreement, “Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company, or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization, or other entity of any nature.


 
4 4938-5539-0778 (b) Employee warrants and represents that (i) Employee is the sole owner of each and every claim, cause of action, and right compromised, settled, released or assigned pursuant to Section 3 of this Agreement and has not previously assigned, sold, transferred, conveyed, or encumbered same; (ii) Employee has the full right, power, capacity, and authority to enter into and execute this Agreement; and (iii) Employee fully understands this Agreement releases any and all past claims regardless of whether Employee is now aware of such claims. 4. Employee’s Representations. (a) Employee represents that Employee has received all leaves (paid and unpaid) that Employee was owed or could be owed by the Company or any other Company Party as of the date that Employee executes this Agreement. Employee further represents that (with the exception of any unpaid base salary and benefits earned in the pay period in which the Separation Date occurred and the Outstanding Awards, if still unpaid or outstanding) Employee has received all wages, bonuses and other compensation, been provided all benefits and been afforded all rights and been paid all sums that Employee is owed or has been owed by the Company or any other Company Party, including all vested payments or shares arising out of all incentive plans and any other bonus arrangements. (b) This is an important legal document, and the Company hereby advises Employee in writing to consult with legal counsel prior to executing this Agreement. By executing and delivering this Agreement, Employee expressly acknowledges that: (i) Employee has carefully read this Agreement; (ii) No material changes have been made to this Agreement since it was first provided to Employee and Employee has had sufficient time (and at least 21 days) to consider this Agreement before the execution and delivery hereof to Company, and Employee further agrees that no changes to this Agreement after the time it was first provided to Employee, whether material or immaterial, re-started the period for Employee to consider whether to enter into this Agreement; (iii) Employee is receiving, pursuant to this Agreement, consideration in addition to anything of value to which Employee is already entitled, and Employee is not otherwise entitled to such additional consideration as set forth in this Agreement, but for Employee’s entry into this Agreement; (iv) Employee has been advised in writing to discuss this Agreement with an attorney of Employee’s choice and Employee has had an adequate opportunity to do so prior to executing this Agreement; (v) Employee fully understands the final and binding effect of this Agreement; the only promises made to Employee to sign this Agreement are those stated herein; and Employee is signing this Agreement knowingly, voluntarily and of Employee’s own free will, and that Employee understands and agrees to each of the terms of this Agreement;


 
5 4938-5539-0778 (vi) The only matters relied upon by Employee and causing Employee to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement; and (vii) No Company Party has provided any tax or legal advice regarding this Agreement and Employee has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Employee’s own choosing such that Employee enters into this Agreement with full understanding of the tax and legal implications thereof. 5. Revocation Right. Employee may revoke the delivery (and therefore the effectiveness) of this Agreement within the seven-day period beginning on the date Employee executes this Agreement (such seven day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed by Employee and must be received by the Company, care of Alexandra Hernandez, and delivered via e-mail to ahernandez@kinetik.com, before 11:59 p.m., central time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, the release of claims set forth in Section 3 above will be of no force or effect, Employee will not receive the consideration set forth in Section 2 above, and the remainder of this Agreement will be in full force and effect. This Agreement shall become effective and irrevocable as of the eighth (8th) day after Employee executes this Agreement. 6. Affirmation of Restrictive Covenants. Employee acknowledges and agrees that Employee has continuing obligations to the Company and its Affiliates, including obligations with respect to confidentiality, non-competition, non-solicitation, and non-disparagement, pursuant to award agreements, the Severance Plan, or other agreements entered into between the Parties (the “Restrictive Covenants”). In entering into this Agreement, Employee specifically acknowledges the validity, binding effect, and enforceability of such restrictive covenants and expressly reaffirms Employee’s commitment to abide by (and agrees that Employee will abide by) the terms of such Restrictive Covenants. 7. No Waiver. No failure by any Party hereto at any time to give notice of any breach by any other Party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 8. Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas without reference to the principles of conflicts of law thereof. 9. Severability. To the extent permitted by applicable law, the Parties agree that any term or provision (or part thereof) of this Agreement that renders such term or provision (or part thereof) or any other term or provision of this Agreement (or part thereof) invalid or unenforceable in any respect shall be modified to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of the Parties’ bargain hereunder.


 
6 4938-5539-0778 10. Withholding of Taxes and Other Employee Deductions. The Company may withhold from any payments made pursuant to Section 2 hereof all federal, state, local, and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling. 11. Counterparts. This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. 12. Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and each other Company Party that is not a signatory hereto, as each other Company Party that is not a signatory hereto shall be a third-party beneficiary of Employee’s release of claims, representations and covenants set forth in this Agreement. 13. Section 409A. Notwithstanding anything herein to the contrary this Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or otherwise shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are compliant with Section 409A, and in no event shall Employee be reimbursed by the Company for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. 14. Amendment; Entire Agreement. This Agreement may not be changed orally but only by an agreement in writing agreed to and signed by Employee and the Company. This Agreement (and, as referenced herein, the Consulting Agreement, the Severance Plan, and the LTIP) constitutes the entire agreement of the Parties with regard to the subject matters hereof. Notwithstanding the foregoing, this Agreement complements (and does not supersede or replace) any other agreements between the Company or any of its Affiliates and Employee that impose restrictions on Employee with regard to confidentiality, non-competition, non-solicitation, or non- disparagement (including the Restrictive Covenants). There are no oral agreements between Employee and the Company. No promises or inducements have been offered except as set forth in this Agreement. Employee and the Company acknowledge that, in executing this Agreement, neither Party has relied upon any representations or warranties of any other Party. No promise or agreement which is not expressed in this Agreement has been made by the Company to Employee or by Employee to the Company in executing this Agreement. Each Party agrees that any omissions of fact concerning the matters covered by this Agreement are of no consequence in the decision to execute this Agreement.


 
7 4938-5539-0778 15. Interpretation. The section headings in this Agreement have been inserted for purposes of convenience and shall not be used for interpretive purposes. The words “herein”, “hereof”, “hereunder,” and words of similar import, when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word “including” following any general statement, term, or matter shall not be construed to limit such statement, term, or matter to the specific items or matters set forth immediately following such word or to similar items, or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” References in this Agreement to any agreement, instrument, or other document mean such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement. No provision, uncertainty or ambiguity in or with respect to this Agreement shall be construed or resolved against any Party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties. 16. Return of Property. Employee acknowledges and agrees that Employee has returned to the Company all documents, files (including electronically stored information), and other materials constituting or reflecting confidential or proprietary information of the Company or any other Company Party, and any other property belonging to the Company or any other Company Party, including all computer files, electronically stored information, and other materials, and Employee has not maintained a copy of any such materials in any form. 17. Assignment. This Agreement is personal to Employee and may not be assigned by Employee. The Company may assign its rights and obligations under this Agreement without Employee’s consent, including to any other Company Party and to any successor (whether by merger, purchase, or otherwise) to all or substantially all of the equity, assets, or businesses of the Company. [Signatures begin on the following page]


 
SIGNATURE PAGE TO SEPARATION AND RELEASE AGREEMENT 4938-5539-0778 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth beneath their signatures below. KINETIK HOLDINGS INC. By: /s/ Jamie Welch_________________________ Name: Jamie Welch _________________________ Title: CEO & President _______________________ Date: 6/30/2025 _____________________________ ANNE PSENCIK /s/ Anne Psencik ____________________________ Anne Psencik Date: 6/30/2025 _____________________________


 
EX-10.7 3 kinetik-consultingagreem.htm EX-10.7 kinetik-consultingagreem
Exhibit 10.7 4916-1543-6346 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is made and effective as of June 30, 2025 (the “Effective Date”) by and between Kinetik Holdings Inc., (the “Company”), a Delaware corporation, and Anne Psencik (“Consultant”). The Company and Consultant are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.” WHEREAS, the Company desires to retain Consultant as an independent contractor to provide the services described herein for the period provided in this Agreement; and WHEREAS, Consultant is willing to serve as an independent contractor and to provide such services, subject to the terms and conditions hereinafter provided. NOW THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Engagement of Consultant; Term. The Company agrees to engage Consultant commencing as of the Effective Date, as an independent contractor, and Consultant agrees to render consulting services from the Effective Date through July 1, 2028 (such date, the “Expiration Date”), at which time this Agreement will terminate immediately without further action or notice required by either Party, unless this Agreement is earlier terminated or extended as set forth herein. The Company shall have the right to direct Consultant to perform no further Services after delivery of a notice of termination. Notwithstanding the foregoing, the Company may terminate this Agreement immediately upon written notice to Consultant if such termination is for Cause. As used herein, “Cause” shall exist in the event of: (x) Consultant’s material breach of this Agreement, material lack of cooperation, material failure to act in accordance with the Services (as defined below) or obligations of this Agreement, or material breach of any restrictive covenants contained within any agreement between Consultant and the Company or any of its affiliates, (y) any act or omission by Consultant that causes, or would reasonably be expected to cause, material financial or reputational harm to the Company, or (z) any material misrepresentation made by Consultant herein; provided, for purposes of the outstanding equity awards (the “Outstanding Awards”) previously granted to Consultant under the Kinetik Holdings Inc. 2019 Omnibus Compensation Plan (the “LTIP”), “Cause” shall be as defined as provided for in any applicable award agreements for such Outstanding Awards in addition to the circumstances in (x), (y) and (z), above. The period between the Effective Date and the expiration or termination of Consultant’s services hereunder is referred to as the “Term.” 2. Services. During the Term, Consultant shall provide such litigation support services in connection with the litigation the Company is engaged in related to Targa Resources and Energy Transfer (the “Services”) as may be requested of Consultant from time to time by the Company’s President & Chief Executive Officer (the “CEO”), the General Counsel (the “GC”), or such other authorized Company representative as may be designated by the CEO from time to time (the “Designee”). Such Services shall be provided on a monthly average of 60 hours or less. The Services shall include Consultant providing services, consultation and advice with respect to legal matters of the Company and its affiliates (collectively, the “Company Group”). Consultant shall liaise directly with the CEO, General Counsel, or any Designee from time to time regarding


 
4916-1543-6346 2 the status of, and other aspects related to, the Services. Consultant shall devote Consultant’s time and efforts as may be required to perform the Services in a proper and expeditious manner and shall perform the Services in accordance with all applicable law and regulations. The Parties intend that, in the performance of the Services, communications received and made by Consultant with respect to legal matters of the Company Group, including communications with the Company Group’s legal counsel, shall be privileged and confidential. The Company has determined that Consultant is uniquely qualified to perform the Services, and Consultant agrees that, during the Term, Consultant will not provide any services to any other person or entity that otherwise prevent or limit Consultant’s ability to perform the Services, including for the avoidance of doubt any of the services described in Section 7. Consultant shall coordinate the furnishing of Services in such a way as to generally conform to the business schedules of the Company, and such Services shall, to the extent requested by the Company, be performed remotely. Upon the Company’s reasonable request, Consultant will perform Services at the Houston office and the Company will reimburse Consultant’s travel expenses to Houston in accordance with Section 3(b). 3. Fees and Expenses. (a) During the Term, in consideration of Consultant providing the Services through the Expiration Date, and the rights granted to the Company in this Agreement, the Company shall pay Consultant annualized fees of: ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) (the “Fee”), which such Fee shall be paid to Consultant in substantially equal monthly installments pursuant to the Company’s normal accounts payable practices in arrears on the first day of each month following the calendar month with respect to which such Fee payment is applicable. The CEO, in his sole and absolute discretion, shall have the ability to provide Consultant with one or more payments of up to an additional $300,000 in aggregate (the “Bonus Payment”) during the Term in the event the CEO determines the Services requested by the Company exceed the expectations of the Services originally requested of the Consultant. Such additional payment(s) will be paid to Consultant concurrent with the next monthly Fee installment following the CEO’s determination such additional amounts are warranted. (b) The Company shall reimburse Consultant for Consultant’s reasonable out- of-pocket business-related expenses actually incurred in the performance of Consultant’s duties under this Agreement so long as Consultant timely submits all documentation for such expenses, as required by Company policy in effect from time to time. Any such reimbursement of expenses shall be made by the Company upon or as soon as practicable following receipt of such documentation (but in any event no later than the later of (i) 30 days from remittance by Consultant or (ii) the close of accounting quarter in which such expenses are remitted). In no event shall any reimbursement be made to Consultant for any expenses incurred after the date of termination of this Agreement. (c) Subject to the terms of the Separation and Release Agreement entered into between Consultant and the Company on June 30, 2025 (the “Separation Agreement”), Consultant shall continue to be eligible to vest in Consultant’s Outstanding Awards during the Term, and Consultant’s period of service for vesting purposes in connection with the LTIP shall be calculated inclusive of the Term as if Consultant had continued performing services as an employee through the applicable vesting dates. Except as provided in this Section 3(c), the vesting and payment of such awards, if at all, shall be exclusively governed by and in accordance with the terms of the


 
4916-1543-6346 3 individual award agreements and the LTIP. For avoidance of doubt, if this Agreement is terminated for Cause, all unvested Outstanding Awards shall be forfeited immediately as of such date of termination. Notwithstanding the foregoing, for purposes of determining whether Consultant has resigned with “Good Reason” in connection with any Outstanding Award (as defined in the Outstanding Awards and only if applicable to such Outstanding Award), such resignation shall only constitute “Good Reason” if the Company fails to perform its obligations in accordance with this Agreement or the Separation Agreement. For the avoidance of doubt, any diminution in title or responsibilities, or reduction in salary, bonus or equity incentive opportunities that occurred or occurs in connection with the termination of Consultant’s employment with the Company and the entering into of the Separation Agreement or this Agreement occurred with Consultant’s consent and shall expressly not constitute Good Reason for purposes of the Outstanding Awards. Further, in the event this Agreement and Consultant’s Services are terminated by the Company other than for Cause, prior to the Expiration Date, the Outstanding Awards shall be accelerated in full and deemed vested. Settlement, in such case, shall be in accordance with the terms of the applicable award agreement for such Outstanding Award. (d) Consultant acknowledges and agrees Consultant shall not be entitled to any additional payment or benefits from the Company other than the Fee, any Bonus Payment, expense reimbursements pursuant to Section 3(b) and any vesting or other payments made or that Consultant becomes entitled to pursuant to the LTIP, as applicable. Consultant acknowledges and agrees that (i) the Company is not required to withhold federal, state or foreign income, gross receipts, or similar taxes from payments to Consultant hereunder or to otherwise comply with any state, federal or foreign law concerning the collection of income, gross receipts, or similar taxes at the source of payment of wages, and (ii) the Company is not required under the Federal Unemployment Tax Act or the Federal Insurance Contribution Act to pay or withhold taxes for unemployment compensation or for social security on behalf of Consultant with respect to payments made by the Company hereunder. The Company shall issue Consultant an IRS Form 1099-NEC, and Consultant shall be solely responsible for all federal, state, and local taxes in connection with the payments made by the Company hereunder. Consultant shall be solely responsible for making all applicable tax filings and remittances with respect to amounts paid to Consultant pursuant to this Agreement and shall indemnify and hold harmless the Company Group, and the foregoing entities’ respective representatives for all claims, damages, costs and liabilities arising from Consultant’s failure to do so. (e) In the event the Consultant’s services (or this Agreement) are terminated by the Company in accordance with Section 1 (other than a termination for Cause) prior to the Expiration Date, Consultant shall be entitled to the Fee that otherwise would have been paid to Consultant had the Consulting Agreement remained effective through July 1, 2028, less any portion of the Fee that has previously been paid to Consultant. Such remaining Fee shall be payable in a single lump sum upon the Company’s first regular pay date following such termination. 4. Independent Contractor. At all times during the Term, the Parties acknowledge and agree that Consultant is an independent contractor of the Company. In no event shall Consultant be deemed to be an employee of the Company or any other member of the Company Group, and Consultant shall not at any time be entitled to any employment rights from the Company or any other member of the Company Group, be deemed to be an agent of the Company or any other member of the Company Group, or have any power to bind or commit the Company


 
4916-1543-6346 4 or any other member of the Company Group or otherwise act on their behalf. Consultant acknowledges and agrees that, as a non-employee, Consultant is not eligible for any benefits sponsored by the Company or any other member of the Company Group. In the event Consultant becomes eligible for any benefits sponsored by the Company or any other member of the Company Group, Consultant hereby waives any and all right to participate in or access such benefits. Consultant shall not at any time communicate or represent to any third party, or cause or knowingly permit any third-party to assume, that Consultant is an employee or agent of the Company or any of its affiliates or, unless otherwise authorized in writing by the CEO, has any authority to bind the Company or any other member of the Company Group, or acts on behalf of the Company or any other member of the Company Group. It is not the purpose or intention of this Agreement or the Parties to create, and the same shall not be construed as creating, any partnership, partnership relation, joint venture, agency, or employment relationship. 5. Intellectual Property. All results and proceeds of the Services performed under this Agreement (collectively, the “Deliverables”) and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services or other work performed in connection with the Services or this Agreement (collectively, and including the Deliverables, “Work Product”), and all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein, shall be owned exclusively by the Company. Consultant acknowledges and agrees that any and all Work Product that may qualify as “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed “work made for hire” for the Company and all copyrights therein shall automatically and immediately vest in the Company. To the extent that any Work Product does not constitute “work made for hire,” Consultant hereby irrevocably assigns to the Company and its successors and assigns, for no additional consideration, Consultant’s entire right, title, and interest in and to such Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof. To the extent any copyrights are assigned under this Section 5, Consultant hereby irrevocably waives in favor of the Company, to the extent permitted by applicable law, any and all claims Consultant may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply. As between Consultant and the Company, the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to Consultant by the Company (“Company Materials”), and all Intellectual Property Rights therein. Consultant has no right or license to reproduce or use any Company Materials except solely during the Term to the extent necessary to perform the Services. All other rights in and to the Company Materials are expressly reserved by the Company. Consultant has no right or license to use the Company’s trademarks, service marks, trade names, logos, symbols, or brand names. 6. Confidential Information and Affirmation of Restrictive Covenants.


 
4916-1543-6346 5 (a) Consultant acknowledges that Consultant has had and will have access to information that is treated as confidential, privileged, and proprietary by the Company Group, including, without limitation, the existence and terms of this Agreement, information subject to the legal privilege, trade secrets, technology, and information pertaining to business operations and strategies of the Company Group, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that Consultant accesses or develops in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this Section 6. Consultant agrees, at all times, both during the Term and after termination of this Agreement, to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. Consultant shall notify the Company immediately in the event Consultant becomes aware of any loss or disclosure of any Confidential Information. Consultant acknowledges that, in connection with the Services, Consultant shall have access to information that is subject to legal privilege, including the attorney-client privilege, attorney work product privilege, and litigation privilege, and Consultant agrees that, such privilege shall belong to the Company Group, and Consultant shall, at all times, maintain the confidentiality of any legally privileged information. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through Consultant’s breach of this Agreement; or (ii) is communicated to Consultant by a third party that had no confidentiality obligations with respect to such information. (b) Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law, or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Consultant agrees to provide written notice of any such order to the Company within five (5) days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion. (c) Notwithstanding any other provision of this Agreement, Consultant will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Consultant files a lawsuit for retaliation by the Company or any other member of the Company Group for reporting a suspected violation of law, Consultant may disclose the Company Group’s trade secrets to Consultant’s attorney and use the trade secret information in the court proceeding if Consultant: (i) file any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement shall prohibit or restrict Consultant from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental agency (including the Department of Justice, Department of Labor, Securities and Exchange Commission, any Inspector General, and any other governmental agency, commission or regulatory authority)


 
4916-1543-6346 6 regarding a possible violation of any law or (ii) making disclosures that are protected under the whistleblower provisions of applicable law. Nothing herein will require any individual or entity to disclose to any Party that is has made such a disclosure. (d) Consultant acknowledges and agrees that Consultant has continuing obligations to the Company and other members of the Company Group, including obligations with respect to confidentiality, non-competition, non-solicitation, and non-disparagement, pursuant to award agreements, the Kinetik Holdings Inc. Executive Severance Plan, or other agreements entered into between the Parties (the “Restrictive Covenants”). In entering into this Consulting Agreement, Consultant specifically acknowledges the validity, binding effect, and enforceability of such restrictive covenants and expressly reaffirms Consultant’s commitment to abide by (and agrees that Consultant will abide by) the terms of such Restrictive Covenants. 7. Competitive Activities. (a) Through the performance of Services hereunder, Consultant shall have access to Confidential Information. As a material inducement for the Company to provide Consultant with Confidential Information and enter into this Agreement, Consultant hereby agrees that during the Term or the twelve (12) month period following the Effective Date, whichever is later, Consultant shall not, directly or indirectly, for Consultant or on behalf of or in conjunction with any other person or entity, absent prior written consent of the Company’s Chief Executive Officer: i. engage in the Business anywhere in the Restricted Area in competition, or anticipated competition, with the Company Group in any capacity, which prohibition shall prevent Consultant from directly or indirectly: (A) Actively Owning, managing, operating, or being an officer or director of, any business that is engaged, or planning to engage in, the Business in the Restricted Area, (B) joining, becoming an employee or consultant of, or otherwise being affiliated with or providing services to, any person or entity engaged in, or planning to engage in, the Business in the Restricted Area, or (C) joining, becoming a director, officer, employee or consultant of, or otherwise becoming affiliated with or provide services to Targa Resources Corp and Energy Transfer LP or any of the foregoing entities’ respective affiliates, engaged in the Business within the Restricted Area; ii. appropriate any Business Opportunity of, or relating to, the Company Group in the Restricted Area; or iii. solicit, canvass, approach, encourage, entice or induce any customer or supplier of the Company Group with providing the Services or about whom or which Consultant learned or obtained Confidential Information for any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or iv. (A) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with the Company or any other member of the Company


 
4916-1543-6346 7 Group, (B) solicit or contact for purposes of discussing potential employment or engagement, any individual who was an employee or contractor of any member of the Company Group at any time during the ninety (90)-day period prior to such solicitation or contact, or (C) hire or engage any employee or contractor of any member of the Company Group or any individual who was an employee or contractor of any member of the Company Group at any time during the ninety (90)-day period prior to hire or engagement. (b) Nothing in Section 7(a) to the contrary shall restrict or prohibit Consultant from owning publicly traded securities as a passive investment in an amount not to exceed 5% of any company, in such form or manner as will not require any services by Consultant in the operation or management of the entities in which such securities are owned. (c) As used herein, the following shall have the meanings as set forth below: i. “Actively Owning” shall mean ownership of more than 5% of the outstanding equity of an entity. ii. “Business” shall mean the business and operations of natural gas gathering and processing in the Restricted Area or the transport of crude, natural gas or natural gas liquids from the Restricted Area. iii. “Business Opportunity” shall mean any commercial, investment or other business opportunity relating to the Business. iv. “Restricted Area” shall mean the geographic area containing the Permian Basin. (d) Consultant acknowledges and agrees that the limitations as to time, geographical area and scope of activity to be restrained by this Section 7 below are reasonable in all respects and acceptable to Consultant, and do not impose any greater restraint than is reasonably necessary to protect the Confidential Information and other legitimate business interests of the Company. Consultant further agrees that the performance by Consultant of the covenants and agreements contained herein, and the enforcement by the Company of the provisions contained herein, will cause no undue hardship to Consultant. 8. Consultant’s Representations and Warranties. Consultant represents and warrants to the Company that Consultant has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Consultant’s obligations in this Agreement, and entering into this Agreement with the Company and performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Consultant is subject. Consultant shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and Consultant shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner. Consultant agrees to perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services. Consultant expressly promises, acknowledges, and agrees that, in no event will Consultant violate any obligation that Consultant has to any prior employer or other third party during the Term or in the course of performing any Services, and in no event will


 
4916-1543-6346 8 Consultant use or disclose any confidential information belonging to any prior employer or other third party in the course of performing Services. Consultant promises, represents, and agrees that Consultant shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of the Company or any of its affiliates. 9. Indemnity; Advancement of Expenses. (a) In the event that Consultant is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by Consultant or the Company or its affiliates related to any contest or dispute between Consultant and the Company or any of its affiliates with respect to this Agreement or Consultant’s engagement hereunder, by reason of the fact that Consultant provided the Services, Consultant shall be indemnified and held harmless by the Company to the maximum extent permitted under applicable law from and against any liabilities, costs, claims, and expenses, including all costs and expenses (including attorneys’ fees) incurred in defense of any Proceeding, INCLUDING IN A PROCEEDING BASED ON CLAIMS ARISING OUT OF CONSULTANT’S NEGLIGENCE. Notwithstanding the foregoing, Consultant shall not be entitled to any such indemnification in the event the liability arises from Consultant’s gross negligence or willful misconduct. (b) The Company shall advance to Consultant all expenses incurred in connection with any Proceeding for which Consultant is entitled to indemnity pursuant to this Agreement within thirty (30) days after the receipt by the Company of a statement from Consultant requesting such advance, whether prior to or after final disposition of such Proceeding. Such statement shall reasonably evidence the expenses incurred by Consultant. Consultant agrees that Consultant shall not be entitled to retain, and Consultant shall reimburse the Company for all expenses advanced to Consultant, in the event that it shall be ultimately determined that Consultant is not entitled to be indemnified by the Company for such expenses under this Agreement or applicable law. The Company retains the sole right to approve the counsel selected by Consultant for which expense advancement is sought. Consultant shall submit the name and qualifications of the proposed counsel to the Company for approval, which such approval shall not be unreasonably withheld or delayed by the Company. If the Company does not approve the proposed counsel, Consultant shall select alternative counsel and seek the Company’s approval in the same manner until approved counsel has been identified. Consultant shall give the Company prompt written notice of any Proceeding for which indemnification or advancement of expenses may be sought and shall cooperate with the Company in the defense of any Proceeding. 10. Applicable Law; Venue. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the state of Texas without reference to the principles of conflicts of law thereof. Any dispute, controversy or claim between Consultant on the one hand, and the Company or any of its affiliates, on the other hand, arising out of or relating to this Agreement shall be resolved in state or federal court, as applicable, located in Houston, Texas. THE PARTIES EXPRESSLY, KNOWINGLY, AND VOLUNTARILY WAIVE THEIR RIGHTS TO A JURY TRIAL.


 
4916-1543-6346 9 11. Entire Agreement; Amendments. This Agreement constitutes the entire and final agreement between the Parties with respect to the subject matters hereof. Subject to Section 12 below, this Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the Parties. 12. Severability; Reformation. If any provision of this Agreement (or part thereof) as applied to either Party or to any circumstances shall be adjudged by a tribunal of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision (or part thereof) of this Agreement or the validity or enforceability of this Agreement, and all other provisions (and such provision after removal of the invalid or unenforceable portion thereof) shall remain in full force and effect. Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth in this Agreement are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. 13. Specific Performance. Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of any of the promises made by Consultant in Sections 5 through 7 of this Agreement, and because of the immediate and irreparable damage that would be caused to the Company Group for which it would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to, and not in lieu of, any other remedies available to such Company Group member. 14. Waiver. Any waiver of a provision of this Agreement shall be effective only if it is in a writing signed by the Party entitled to enforce such term and against which such waiver is to be asserted. No delay or omission on the part of either Party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement nor shall any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under this Agreement. 15. Assignment; Successors. This Agreement may not be assigned by either Party without the written consent of the other Party. Subject to the preceding sentence, this Agreement shall apply to, be binding in all respects upon and inure to the benefit of the Company’s successors and assigns. 16. Notices. All notices, requests, demands, claims and other communications permitted or required to be given hereunder must be in writing and shall be deemed duly given and received (a) if personally delivered, when so delivered, (b) if mailed, three (3) business days following the date deposited in the U.S. mail, certified or registered mail, return receipt requested,


 
4916-1543-6346 10 (c) if sent by e-mail, once received by the recipient’s e-mail server, or (d) if sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the day following being so sent: If to the Company, addressed to: Kinetik Holdings Inc. 2700 Post Oak Blvd. Suite 300 Houston, Texas 77056 Attn: Jamie Welch, President and CEO Email: jwelch@kinetik.com If to Consultant, addressed to: Anne Psencik ______________________ ______________________ 17. Certain Construction Rules. The Section headings contained in this Agreement are for convenience of reference only and shall in no way define, limit, extend or describe the scope or intent of any provisions of this Agreement. As used in this Agreement, unless otherwise provided to the contrary, (a) all references to days, months or years shall be deemed references to calendar days, months or years and (b) any reference to a “Section” shall be deemed to refer to a section of this Agreement. The words “hereof”, “herein”, and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and the term “including” shall not be deemed to limit the language preceding such term. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any Party, whether under any rule of construction or otherwise. This Agreement has been reviewed by each of the Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties. 18. Execution of Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original copy and all of which, when taken together, shall be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by .pdf or e-mail transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes. Electronic signature via DocuSign will also be deemed to be an original signature. 19. Code Section 409A. Notwithstanding anything to the contrary contained herein, this Agreement and the payments hereunder are intended to satisfy or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder (collectively, “Section 409A”). Accordingly, all


 
4916-1543-6346 11 provisions herein, or incorporated by reference herein, shall be construed and interpreted to satisfy or be exempt from the requirements of Section 409A. Further, for purposes of Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. [REMAINDER OF PAGE LEFT BLANK SIGNATURE PAGE FOLLOWS]


 
Signature Page to Consulting Agreement 4916-1543-6346 IN WITNESS WHEREOF, the Parties have duly executed this Consulting Agreement, effective for all purposes as provided above. KINETIK HOLDINGS INC. By: /s/ Jamie Welch______________________ Name: Jamie Welch _________________________ Title: CEO & President______________________ Date: 6/30/2025 ___________________________ CONSULTANT By: /s/ Anne Psencik______________________ Name: Anne Psencik ________________________ Title: Chief Strategy Officer __________________ Date: 6/30/2025 ___________________________


 
EX-10.8 4 kinetik-formofspecialrsu.htm EX-10.8 kinetik-formofspecialrsu
Exhibit 10.8 KINETIK HOLDINGS INC. AMENDED AND RESTATED 2019 OMNIBUS COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan, as amended from time to time (the “Plan”), Kinetik Holdings Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan or the Agreement, as applicable. Participant: ________________ Date of Grant: ________________ (the “Date of Grant”) Total Number of RSUs: ________________ Vesting Schedule: Subject to the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall vest and be settled according to the following schedule: Vesting Date RSUs Vesting [●] [●] provided, that you remain continuously employed by the Company or an Affiliate, as applicable, from the Date of Grant through such vesting date (the “Vesting Date”). Shares will be issued with respect to the RSUs as set forth in Section 4 of the Agreement (which Shares when issued will be transferable and nonforfeitable). In certain limited circumstances, the Committee may approve an additional one-time true up grant as of the Vesting Date. Change of Control Termination: Notwithstanding anything contained herein or in the Agreement to the contrary, upon your termination of employment by the Company without Cause (which, for the avoidance of doubt, does not include a termination due to death or Disability) or due to your resignation for Good Reason, in each case, within the 12-month period following the date of a Change of Control, then, [●].


 
Death; Disability: Notwithstanding anything contained herein or in the Agreement to the contrary, upon the termination of your employment with the Company and its Affiliates due to your death or Disability (as defined below), [●]. All Other Terminations: Notwithstanding anything contained herein or in the Agreement to the contrary, upon the termination of your employment with the Company and its Affiliates by the Company for any reason or upon your voluntary termination for any reason, including, for the avoidance of doubt, due to your Retirement or resignation for Good Reason (in each case, except in connection with a Change of Control Termination), then, [●]. Definitions: As used in this Agreement, the following capitalized terms have the meanings set forth below: “Cause” means “Cause” (or a term of like import) as defined under any employment or other service agreement between you and the Company or an Affiliate or a severance plan in which you are a participant, as applicable, or, in the absence of such an agreement or definition, shall mean (i) your failure or refusal to comply with a directive of the Board consistent with your then-current position after the Company has provided you with both written notice that such failure or refusal will be deemed to be “Cause” and a reasonable opportunity to perform; (ii) your drug or alcohol abuse that adversely affects your job performance; (iii) your conviction of or plea of nolo contendere to a felony or a crime of moral turpitude; (iv) your act of dishonesty adversely affecting the Company or any of its Affiliates; (v) your material violation of a company policy of the Company that has been supplied to you in writing; or (vi) your material breach of this Agreement or any restrictive covenants with the Company or any of its Affiliates to which you are subject. “Change of Control” means: (i) The occurrence of an event in which any one person or more than one person acting as a group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than a Stockholder (as defined in the Stockholders Agreement) or its Affiliate, acquires beneficial ownership of more than fifty percent (50%) of the voting power of the Company’s outstanding capital stock; (ii) There is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or


 
consolidation, the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then-outstanding voting securities of the person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof; or (iii) There is consummated a direct or indirect sale or other disposition, in one or a series of related transactions, of all or substantially all of the Company’s assets, other than to an entity, at least 50% of the combined voting power of the then-outstanding voting securities of such entity or the ultimate parent thereof, as applicable, are owned by stockholders of the Company immediately prior to such sale. Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the beneficial owners of the voting securities of the Company outstanding immediately prior to such transaction or series of transactions continue to have substantially the same proportionate beneficial ownership in an entity which owns, either directly or through a subsidiary, all or substantially all of the assets of the Company immediately following such transaction or series of transactions. “Disability” means “disability” (or a term of like import) as defined under any employment or other service agreement between you and the Company or an Affiliate or a severance plan in which you are a participant, as applicable, or, in the absence of such an agreement or definition, shall mean your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for at least 12 months. “Good Reason” means “Good Reason” (or a term of like import, including any unique term of like import such as “Tier 1 Executive Good Reason” but only to the extent that such unique term actually applies to you under the terms of the applicable agreement or plan) as defined under any employment or other service agreement between you and the Company or an Affiliate or a severance plan maintained by the Company or an Affiliate in which you are a participant, as applicable, or, in the absence of such an agreement, plan or definition, shall mean (i) a material diminution in your title and responsibilities; (ii) a material reduction in your base salary, bonus or target equity incentive opportunity; or (iii) a change in


 
the principal location of your services outside of the Houston metro area or, if elsewhere, the principal location of your services as of the date hereof (other than travel incident to your position). Notwithstanding the foregoing provisions of this definition or any other provision of this Agreement to the contrary, any assertion by you of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition giving rise to your termination of employment must have arisen without your written consent; (B) you must provide written notice to the Company of the existence of such condition(s) within 90 days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company’s receipt of such written notice; and (D) the date of your termination of employment must occur within 180 days after the initial occurrence of the condition(s) specified in such notice. For the avoidance of doubt, you shall only be deemed to have provided written consent to the occurrence of the condition giving rise to Good Reason for purposes of clause (A) of the preceding sentence if you explicitly (x) agreed in writing to the occurrence of such condition and (y) waive in writing your right to resign for Good Reason based on the occurrence of such condition. “Retirement” means “retirement” (or a term of like import) as defined under any employment or other service agreement between you and the Company or an Affiliate or a severance plan in which you are a participant, as applicable, or, in the absence of such an agreement or definition, shall mean the termination of your employment with the Company and its Affiliates due to your voluntary resignation on or after attaining age 65 and completing three or more full years of service with the Company (or any predecessor) or an Affiliate. “Stockholders Agreement” means the Amended and Restated Stockholders Agreement, dated as of October 21, 2021, entered into by the Company and the other parties thereto, as amended from time to time. By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.


 
[Signature Page Follows]


 
SIGNATURE PAGE TO RESTRICTED STOCK UNIT GRANT NOTICE IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above. KINETIK HOLDINGS INC. By: Name: Title: PARTICIPANT Name: ________________


 
A-1 EXHIBIT A RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Date of Grant by and between Kinetik Holdings Inc., a Delaware corporation (the “Company”), and ________________ (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. 1. Award. In consideration of the Participant’s past and/or continued employment with the Company or an Affiliate and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. Vesting and settlement of the RSUs shall occur at the times and subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in the Grant Notice, the Participant will have no right to receive any Stock (or cash in an amount equal to the Fair Market Value of Stock in the event of a Change of Control, as applicable) in respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company. 2. Vesting of RSUs. The RSUs shall vest in accordance with the vesting provisions set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with the vesting provisions set forth in the Grant Notice and been settled for shares of Stock (or cash in an amount equal to the Fair Market Value of Stock in the event of a Change of Control, as applicable), the Participant will have no right to receive any dividends or other distribution (or other rights of ownership) with respect to the shares of Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement (including Section 3). In the event of the termination of the Participant’s employment with the Company or an Affiliate prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to the Grant Notice), any unvested RSUs (and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. 3. Dividend Equivalents. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled pursuant to Section 4, the Company shall deliver to the Participant a number of shares of Stock (rounded to the nearest whole share) equal to the cash dividends that the Participant would have received if the Participant was the holder of record, as of such record date, of a number of shares of Stock equal to the number of RSUs granted pursuant to this Agreement that have not been settled pursuant to Section 4 as of such record date divided by the Reinvestment Price (as defined and determined under the Company’s Dividend and Distribution Reinvestment Agreement, as amended from time to time) on the applicable dividend payment date, such shares of Stock to be delivered on or promptly following the date that the Company pays such dividend; provided, however, that,


 
A-2 subject to compliance with the Kinetik Holdings Inc. Insider Trading Policy (as amended from time to time), the Participant may make a one-time election by delivering notice to the Company in accordance with Section 13 to receive dividend payments under this Section 3 occurring after the effective date of such election in the form of cash rather than shares of Stock. To the extent that the Participant makes a compliant election to receive dividend payments under this Section 3 in cash, from and after the effective date of such election, the Company shall pay to the Participant an amount in cash equal to the cash dividends that the Participant would have received if the Participant was the holder of record, as of each record date, of a number of shares of Stock equal to the number of RSUs granted pursuant to this Agreement that have not been settled pursuant to Section 4 as of such record date, such payment to be made on or promptly following the date that the Company pays such dividend. Notwithstanding the foregoing, in no event shall any dividend payment, whether in Stock or cash, under this Section 3 be paid later than 30 days following the date on which the Company pays such dividend to its stockholders generally. 4. Settlement of RSUs. As soon as administratively practicable following the vesting of the RSUs pursuant to the vesting provisions set forth in the Grant Notice, but in no event later than 60 days after the applicable vesting date, the Company shall deliver to the Participant (or the Participant’s permitted transferee, if applicable) the number of shares of Stock subject to the RSUs that vested and are being settled; provided, however, that in the event of a Change of Control, if insufficient shares of Stock remain available under the Plan to be delivered in settlement of the number of RSUs that vested, the Company shall deliver to the Participant a cash amount equal to the product of the Fair Market Value on the applicable vesting date and the number of shares of Stock that could not be delivered. Any fractional RSU that becomes vested hereunder shall be rounded down at the time shares of Stock are issued or cash is paid, as applicable, in settlement of such RSU. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to the Participant pursuant to this Agreement. All shares of Stock issued hereunder, if any, shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The value of shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind. 5. Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local or foreign tax purposes, the Participant shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements may include, at the Company’s election, the delivery of cash or cash equivalents, Stock (including previously owned Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of cash or shares of Stock otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through the withholding of shares of Stock that are otherwise issuable to the Participant pursuant to this Award (or through the surrender of previously owned shares of Stock by the Participant to the Company), the maximum number of shares of Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities, determined based on the greatest withholding


 
A-3 rates for federal, state, local and foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. For the avoidance of doubt, to the extent any cash payments are made to the Participant under this Agreement, taxes related thereto will be withheld from such payments. 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 of Stock (or cash, as applicable) and the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant acknowledges and agrees that none of the Board, the Committee, the Company or any Affiliate have made any representation or warranty as to the tax consequences to the Participant as a result of the receipt of the RSUs, the vesting of the RSUs or the forfeiture of any of the RSUs. 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. 6. Non-Transferability. During the lifetime of the Participant, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will, divorce or the laws of descent and distribution, unless and until the shares of Stock (or cash, as applicable) underlying the RSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 7. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Stock hereunder, if any, will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Stock hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance of Stock hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make


 
A-4 any representation or warranty with respect to such compliance as may be requested by the Company. 8. Legends. If a stock certificate is issued with respect to any shares of Stock delivered hereunder, such certificate shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the SEC, any applicable laws or the requirements of any stock exchange on which the Stock is then listed. If the shares of Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement. 9. Rights as a Stockholder. Neither the Participant nor any Person claiming under or through the Participant shall have rights as a stockholder of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until the Participant has become the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement. 10. Execution of Receipts and Releases. Any payments of cash or any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to vested RSUs. 11. No Right to Continued Employment or Awards. (a) For purposes of this Agreement, the Participant shall be considered to be employed by the Company as long as the Participant remains an employee of the Company or an Affiliate, or an employee of a corporation or other entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new award for this Award. Without limiting the scope of the preceding sentence, it is specifically provided that the Participant shall be considered to have terminated his or her employment with the Company at the time of the termination of the “Affiliate” status of the entity or other organization that employs the Participant. Nothing in the adoption of the Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, the Participant’s employment by the Company, or any such Affiliate, or any other entity, shall be on an at-will basis, and the employment relationship may be terminated at any time by either the Participant or the Company, or any such Affiliate or any other entity for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee or its delegate, and such determination shall be final, conclusive and binding for all purposes.


 
A-5 (b) The grant of the RSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company. 12. Legal and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant's covenants and agreements in this Agreement will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and its Affiliates shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the Company or any Affiliate in obtaining such an injunction, including, without limitation, reasonable attorneys' fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 12 shall be cumulative and in addition to any other remedies to which such party may be entitled. 13. Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder): Kinetik Holdings Inc. 2700 Post Oak Blvd., Suite 300 Houston, Texas 77056 Attn: Human Resources If to the Participant, at the Participant’s last known address on file with the Company. Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail. 14. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet


 
A-6 to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. 15. Agreement to Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation. 16. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby; provided, however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment or other service agreement between the Participant and the Company (or an Affiliate or other entity) or a severance plan in which the Participant participates, in each case, in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company. 17. Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues. 18. Clawback. Notwithstanding any provision in the Grant Notice, this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards and/or (b) any policy that has been or may be adopted or amended by the Board from time to time, including the Kinetik Holdings Inc. Clawback Policy, all cash or shares of Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy and only as it relates to the Company. 19. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.


 
A-7 20. Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant's beneficiaries, executors, administrators and the Person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution. 21. Headings. Headings are for convenience only and are not deemed to be part of this Agreement. 22. Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic or digital signature, subject to applicable law, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice. 23. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto (“Section 409A”), or an exemption therefrom, and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that the RSUs may not be exempt from Section 409A, then, if the Participant is deemed to be a “specified employee” within the meaning of Section 409A, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the RSUs upon his “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (a) the date that is six months following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the RSUs provided under this Agreement are exempt from or compliant with Section 409A and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.


 
EX-10.9 5 kntk-dividendequivalentr.htm EX-10.9 kntk-dividendequivalentr
Exhibit 10.9 KINETIK HOLDINGS INC. AMENDED AND RESTATED 2019 OMNIBUS COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT DIVIDEND EQUIVALENT RIGHT ELECTION FORM Please complete this Dividend Equivalent Right Election Form (the “Election Form”) and submit a signed copy through DocuSign to Kinetik Holdings Inc., a Delaware corporation (the “Company”), if you wish to make an election pursuant to this Election Form. You have received certain restricted stock unit awards (“RSUs”) under the Amended and Restated 2019 Omnibus Compensation Plan (the “Plan”). Pursuant to the RSU award agreements governing the outstanding annual RSUs awarded in 2023 (the “2023 RSUs”), the outstanding annual RSUs awarded in 2024 (the “2024 RSUs”), the outstanding annual RSUs awarded in 2025 (the “2025 RSUs”), and the outstanding special RSUs awarded in 2025 (the “Special RSUs” and, together with the 2023 RSUs, the 2024 RSUs, and the 2025 RSUs, the “Subject RSUs”), you are entitled to receive dividend equivalent rights (“DERs”) in the form of cash or in the form of shares of common stock of the Company (“Common Stock”) pursuant to the terms of each award agreement. Notwithstanding anything to the contrary in your award agreements with respect to the Subject RSUs, you may complete this form to elect the payment medium through which you receive payment for DERs. The terms of the various award agreements will continue to govern all other terms with respect to the DERs including payment timing and pricing. You may have made prior elections to receive payment of DERs in the form of cash or in the form of shares of Common Stock with respect to the Subject RSUs. If you do not wish to change your prior elections, if any, you do not need to complete this form or take any action. If you have not made a prior election and you do not return this form to the Company on or prior to [•], 2025, DERs payable with respect to the Subject RSUs will be paid according to the default terms of the applicable award agreement. Election Check one box below: Cash Election – I would like to receive an amount in cash equal to the cash dividends that I would have received if I were the holder of record, as of the record date of a dividend, of a number of shares of Common Stock equal to the number of Subject RSUs granted pursuant to the relevant award agreement that have not been settled. Share Election – I would like to receive a number of shares of Common Stock (rounded to the nearest whole share) equal to (x) the cash dividends that I would have received if I were the holder of record, as of the record date of a dividend, of a number of shares of Common Stock equal to the number of Subject RSUs granted pursuant to the relevant award agreement that have not been settled divided by (y) the relevant closing price or the


 
Reinvestment Price (as applicable and as defined in the relevant award agreement) less any tax withholding obligations. By submitting this Election Form through DocuSign, I acknowledge my understanding of, and agreement with, the terms and conditions in this Election Form, the Plan and the RSU award agreements underlying the Subject RSUs (including but not limited to the terms and conditions relating to the payment of DERs). I further acknowledge that this election is irrevocable and can only be changed in accordance with procedures established by the Company during such times as may be approved by the Company and consistent with the Company’s policy with respect to insider trading. PARTICIPANT


 
EX-10.10 6 kntk-formofspecialrsuagr.htm EX-10.10 kntk-formofspecialrsuagr
Exhibit 10.10 KINETIK HOLDINGS INC. AMENDED AND RESTATED 2019 OMNIBUS COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT NOTICE Under the terms of the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan, as amended from time to time (the “Plan”), Kinetik Holdings Inc., a Delaware corporation (the “Company”), grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms set forth herein, in the Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”), the Plan and the Director Compensation Deferral Form for the applicable calendar year, if any, entered into by and between the Company and you prior to the Date of Grant (as applicable, the “Deferral Form”), each of which is incorporated herein by reference. Capitalized terms used but not defined herein have the meanings in the Plan. Participant: ________________ Date of Grant: ________________ (the “Date of Grant”) Total Number of Restricted Stock Units: ________________ Vesting Schedule: Subject to the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall vest and be settled according to the following schedule: Vesting Date RSUs Vesting [●] [●] provided, that you continuously provided that you continue to serve on the Board of Directors of the Company (the “Board”) from the Date of Grant through such vesting date (the “Vesting Date”). Shares will be issued with respect to the RSUs as set forth in Section 4 of the Agreement (which Shares when issued will be transferable and nonforfeitable). In certain limited circumstances, the Committee may approve an additional one-time true up grant as of the Vesting Date. Change of Control Termination: Notwithstanding anything contained herein or in the Agreement to the contrary, if you cease service on the Board for any reason within the 12-month period following the date of a Change of Control, then, [●]. Death; Disability: Notwithstanding anything contained herein or in the Agreement to the contrary, if you cease service on the Board due to your death or Disability (as defined below), [●].


 
2 All Other Terminations: Notwithstanding anything contained herein or in the Agreement to the contrary, if you cease service on the Board for any reason, including, for the avoidance of doubt, upon your voluntary resignation (except in connection with a Change of Control Termination), then, [●]. Definitions: As used in this Agreement, the following capitalized terms have the meanings set forth below: “Change of Control” means: (i) The occurrence of an event in which any one person or more than one person acting as a group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than a Stockholder (as defined in the Stockholders Agreement) or its Affiliate, acquires beneficial ownership of more than fifty percent (50%) of the voting power of the Company’s outstanding capital stock; (ii) There is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then-outstanding voting securities of the person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof; or (iii) There is consummated a direct or indirect sale or other disposition, in one or a series of related transactions, of all or substantially all of the Company’s assets, other than to an entity, at least 50% of the combined voting power of the then-outstanding voting securities of such entity or the ultimate parent thereof, as applicable, are owned by stockholders of the Company immediately prior to such sale. Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the beneficial owners of the voting securities of the Company outstanding immediately prior to such transaction or series of transactions continue to have substantially the same proportionate beneficial ownership in an entity which owns, either directly or through a subsidiary, all or substantially all of the assets


 
3 of the Company immediately following such transaction or series of transactions. “Disability” means “disability” (or a term of like import) as defined under any service agreement between you and the Company or an Affiliate or a severance plan in which you are a participant, as applicable, or, in the absence of such an agreement or definition, shall mean your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for at least 12 months. “Stockholders Agreement” means the Amended and Restated Stockholders Agreement, dated as of October 21, 2021, entered into by the Company and the other parties thereto, as amended from time to time. By your signature below, you agree to be bound by the terms of the Plan, the Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and understand all provisions of the Agreement, the Plan and this Grant Notice. You agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which will be deemed to be an original, but all of which together will constitute the same agreement. [Signature Page Follows]


 
SIGNATURE PAGE TO RESTRICTED STOCK UNIT GRANT NOTICE IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes. KINETIK HOLDINGS INC. By: Name: Title: PARTICIPANT Name:


 
Exhibit A-1 EXHIBIT A RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant in the Grant Notice to which this Agreement is attached between Kinetik Holdings Inc., a Delaware corporation (the “Company”), and _________ (the “Participant”). Capitalized terms used but not specifically defined have the meanings specified in the Plan or the Grant Notice. 1. Award. In consideration of the Participant’s past and/or continued service to the Company or an Affiliate and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. Vesting and settlement of the RSUs shall occur at the times and subject to the terms and conditions set forth in the Grant Notice, this Agreement, the Plan and the Deferral Form. Unless and until the RSUs have been settled in the manner described herein, the Participant will have no right to receive any Stock (or cash in an amount equal to the Fair Market Value of Stock in the event of a Change of Control (as defined below), as applicable) in respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company. 2. Vesting of RSUs. The RSUs shall vest in accordance with the vesting provisions set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with the vesting provisions set forth in the Grant Notice and been settled for shares of Stock (or cash in an amount equal to the Fair Market Value of Stock in the event of a Change of Control, as applicable), the Participant will have no right to receive any dividends or other distribution (or other rights of ownership) with respect to the shares of Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement (including Section 3). In the event of the termination of the Participant’s service relationship with the Company or an Affiliate prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to the Grant Notice), any unvested RSUs (and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. 3. Dividend Equivalents. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled pursuant to Section 4, the Company shall deliver to the Participant a number of shares of Stock (rounded to the nearest whole share) equal to the cash dividends that the Participant would have received if the Participant was the holder of record, as of such record date, of a number of shares of Stock equal to the number of RSUs granted pursuant to this Agreement that have not been settled pursuant to Section 4 as of such record date divided by the Reinvestment Price (as defined and determined under the Company’s Dividend and Distribution Reinvestment Agreement, as amended from time to time) on the applicable dividend payment date, such shares of Stock to be delivered on or promptly following the date that the Company pays such dividend; provided, however, that, subject to compliance with the Kinetik Holdings Inc. Insider Trading Policy (as


 
A-2 amended from time to time), the Participant may make a one-time election by delivering notice to the Company in accordance with Section 13 to receive dividend payments under this Section 3 occurring after the effective date of such election in the form of cash rather than shares of Stock. To the extent that the Participant makes a compliant election to receive dividend payments under this Section 3 in cash, from and after the effective date of such election, the Company shall pay to the Participant an amount in cash equal to the cash dividends that the Participant would have received if the Participant was the holder of record, as of each record date, of a number of shares of Stock equal to the number of RSUs granted pursuant to this Agreement that have not been settled pursuant to Section 4 as of such record date, such payment to be made on or promptly following the date that the Company pays such dividend. Notwithstanding the foregoing, in no event shall any dividend payment, whether in Stock or cash, under this Section 3 be paid later than 30 days following the date on which the Company pays such dividend to its stockholders generally. 4. Settlement of RSUs. As soon as administratively practicable following the vesting of the RSUs pursuant to the vesting provisions set forth in the Grant Notice, but in no event later than 60 days after the applicable vesting date, the Company shall deliver to the Participant (or the Participant’s permitted transferee, if applicable) the number of shares of Stock subject to the RSUs that vested and are being settled; provided, however, that in the event of a Change of Control, if insufficient shares of Stock remain available under the Plan to be delivered in settlement of the number of RSUs that vested, the Company shall deliver to the Participant a cash amount equal to the product of the Fair Market Value on the applicable vesting date and the number of shares of Stock that could not be delivered. Any fractional RSU that becomes vested hereunder shall be rounded down at the time shares of Stock are issued or cash is paid, as applicable, in settlement of such RSU. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to the Participant pursuant to this Agreement. All shares of Stock issued hereunder, if any, shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The value of shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind. 5. Tax Consequences. The Participant acknowledges there may be adverse tax consequences on the receipt or settlement of this Award or disposition of the underlying shares (or cash, as applicable) and that the Participant has been advised, and 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 any of its Affiliates 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. The Participant further agrees to indemnify and hold the Company and its Affiliates harmless for any damages, costs, expenses, taxes, judgments or other actions or amounts resulting from any actions or inactions of the Participant regarding the tax consequences of this Award or the underlying shares. 6. Non-Transferability. During the lifetime of the Participant, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will, divorce or the laws of descent and distribution, unless and until the shares of Stock (or cash, as applicable) underlying the RSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her


 
A-3 successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 7. Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Stock hereunder, if any, will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Stock hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance of Stock hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. 8. Legends. If a stock certificate is issued with respect to any shares of Stock delivered hereunder, such certificate shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the SEC, any applicable laws or the requirements of any stock exchange on which the Stock is then listed. If the shares of Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement. 9. Rights as a Stockholder. Neither the Participant nor any person claiming under or through the Participant shall have rights as a stockholder of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until the Participant has become the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement. 10. Execution of Receipts and Releases. Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to the RSUs.


 
A-4 11. No Right to Continued Service or Awards. Nothing in the adoption of the Plan, nor the grant of the RSUs under the Grant Notice and this Agreement, will confer on the Participant the right to a continued service relationship with the Company or affect the right of the Company to terminate such service relationship. The grant of the RSUs is a one-time benefit and creates no contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company. 12. Legal and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants and agreements in this Agreement will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and its Affiliates shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the Company or any Affiliate in obtaining such an injunction, including, without limitation, reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 12 shall be cumulative and in addition to any other remedies to which such party may be entitled. 13. Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder): Kinetik Holdings Inc. 2700 Post Oak Blvd., Suite 300 Houston, Texas 77056 Attn: Director of Human Resources If to the Participant, at the Participant’s last known address on file with the Company. Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail. 14. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by


 
A-5 reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. 15. Agreement to Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation. 16. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company. 17. Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues. 18. Clawback. Notwithstanding any provision in the Grant Notice, this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards and/or (b) any policy that has been or may be adopted or amended by the Board from time to time, including the Kinetik Holdings Inc. Clawback Policy, all cash or shares of Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy and only as it relates to the Company. 19. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. 20. Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors,


 
A-6 administrators and the person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution. 21. Headings. Headings are for convenience only and are not deemed to be part of this Agreement. 22. Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic or digital signature, subject to applicable law, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice. 23. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to comply with the limitations and requirements of Section 409A of the Internal Revenue Code of 1986, as amended, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto (“Section 409A”), or an exemption therefrom, and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the RSUs provided under this Agreement are exempt from or compliant with Section 409A and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A. Each payment under this Agreement is considered a separate payment for Section 409A.


 
EX-10.11 7 kntk-amendedandrestatede.htm EX-10.11 kntk-amendedandrestatede
Exhibit 10.11 KINETIK HOLDINGS INC. AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN 1. Purpose. Kinetik Holdings Inc. (the “Company”) has adopted the Kinetik Holdings Inc. Executive Severance Plan (the “Plan”) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose employment is terminated on or after February 28, 2024 (the “Effective Date”). The Plan is amended and restated effective as of May 7, 2025. The Plan is intended to be maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees. 2. Definitions. For purposes of the Plan, the following terms shall have the respective meanings set forth below: (a) “Accrued Amounts” means (i) all accrued and unpaid Base Salary and all accrued but unused paid time off through the Date of Termination, which shall be paid within 10 business days following the Date of Termination (or earlier if required by applicable law); (ii) reimbursement for all incurred but unreimbursed expenses for which an Eligible Executive is entitled to reimbursement in accordance with the expense reimbursement policies of the Company in effect as of the Date of Termination, except that any reimbursement shall be made no later than the end of the second calendar year following the calendar year in which the Date of Termination occurs; (iii) any annual cash bonus that relates to a prior fiscal year of the Company that has been earned in accordance with the plan or other documentation governing such annual cash bonus but remains unpaid as of the Date of Termination, which shall be paid within 10 business days following the Date of Termination (or earlier if required by applicable law); and (iv) benefits to which an Eligible Executive may be entitled pursuant to the terms of any plan or policy sponsored by the Company or any of its Affiliates as in effect from time to time. (b) “Affiliate” means with respect to any person, any other person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. (c) “Base/Bonus Compensation” means, with respect to an Eligible Executive, the sum of (i) such Eligible Executive’s Base Salary and (ii) such Eligible Executive’s Target Annual Bonus. For the avoidance of doubt, when used to calculate a specified number of weeks of Base/Bonus Compensation, one week of Base/Bonus Compensation shall be equal to an Eligible Executive’s Base Salary and Target Annual Bonus multiplied by a fraction, the numerator of which is one and the denominator of which is 52. (d) “Base Salary” means the amount an Eligible Executive is entitled to receive as base salary on an annualized basis, calculated as of the Date of Termination; provided, however, that for calendar year 2025, Base Salary is calculated as of April 30, 2025, including 4917-4811-7818


 
2 any amounts that an Eligible Executive could have received in cash had he not elected to contribute to an employee benefit plan maintained by the Company, but excluding all annual cash incentive awards, bonuses, equity awards, and incentive compensation payable by the Company as consideration for an Eligible Executive’s services. Notwithstanding the foregoing, in the event of a reduction in an Eligible Executive’s Base Salary resulting in such Eligible Executive’s resignation for Good Reason, for purposes of determining such Eligible Executive’s Severance Payment or CIC Severance Payment, as applicable, such Eligible Executive’s Base Salary shall be deemed to be that in effect immediately prior to such reduction. (e) “Board” means the Board of Directors of Kinetik Holdings Inc. (f) “Cause” means “Cause” (or a term of like import) as defined under any employment or other service agreement between an Eligible Executive and the Company or an Affiliate or, in the absence of such an agreement or definition, shall mean (i) an Eligible Executive’s failure or refusal to comply with a directive of the Board consistent with such Eligible Executive’s then-current position after the Company has provided such Eligible Executive with both written notice that such failure or refusal will be deemed to be “Cause” and a reasonable opportunity to perform; (ii) an Eligible Executive’s drug or alcohol abuse that adversely affects such Eligible Executive’s job performance; (iii) an Eligible Executive’s conviction of or plea of nolo contendere to a felony or a crime of moral turpitude; (iv) an Eligible Executive’s act of dishonesty adversely affecting the Company or any of its Affiliates; (v) an Eligible Executive’s material violation of a company policy of the Company that has been supplied to such Eligible Executive in writing; or (vi) an Eligible Executive’s material breach of this Agreement or any restrictive covenants with the Company or any of its Affiliates to which such Eligible Executive is subject. (g) “CEO” means the Company’s President & Chief Executive Officer. (h) “Change in Control” means: (i) The occurrence of an event in which any one person or more than one person acting as a group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than a Stockholder (as defined in the Stockholders Agreement) or its Affiliate, acquires beneficial ownership of more than fifty percent (50%) of the voting power of the Company’s outstanding capital stock; (ii) There is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then-outstanding voting securities of the person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof; or (iii) There is consummated a direct or indirect sale or other disposition, in one or a series of related transactions, of all or substantially all of the Company’s assets, other than to an entity, at least 50% of the combined voting power of the then-


 
3 outstanding voting securities of such entity or the ultimate parent thereof, as applicable, are owned by stockholders of the Company immediately prior to such sale. Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the beneficial owners of the voting securities of the Company outstanding immediately prior to such transaction or series of transactions continue to have substantially the same proportionate beneficial ownership in an entity which owns, either directly or through a subsidiary, all or substantially all of the assets of the Company immediately following such transaction or series of transactions. (i) “Change in Control Period” means the period beginning on the date that a Change in Control occurs and ending on the date that is 24 months following the date that such Change in Control occurs. (j) “Code” means the Internal Revenue Code of 1986, as amended. (k) “Committee” means the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan. (l) “Company Group” means the Company and each of its direct and indirect subsidiaries. (m) “Confidential Information” means all trade secrets, non-public information, proprietary information, knowledge, data, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by or disclosed to an Eligible Executive, individually or in conjunction with others, during the period that the Eligible Executive is employed by the Company or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to any member of the Company Group’s businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, proposals, products, marketing, selling, budgets, licenses, prices, transactions, costs, recipes, production techniques, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks). Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e- mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be the sole and exclusive property of the Company Group, and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to the Plan. For purposes of the Plan, Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of a disclosure or wrongful act


 
4 of the Eligible Executive or any of the Eligible Executive’s agents; (ii) was available to the Eligible Executive on a non-confidential basis before its disclosure by a member of the Company Group; or (iii) becomes available to the Eligible Executive on a non-confidential basis from a source other than a member of the Company Group; provided, however, that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of the Company Group. (n) “Date of Termination” means the effective date of the termination of an Eligible Executive’s employment with the Company and its Affiliates, as applicable, such that the Eligible Executive is no longer employed by the Company or any of its Affiliates. (o) “Disability” means “Disability” (or a term of like import) as defined under any employment or other service agreement between an Eligible Executive and the Company or an Affiliate or, in the absence of such an agreement or definition, shall mean an Eligible Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. (p) “Eligible Executive” means any employee of the Company or an Affiliate of the Company who (i) is designated by the Committee as an “Eligible Executive” who is eligible to participate in the Plan; (ii) has executed and returned a Participation Agreement to the Company; (iii) is not covered under any other severance plan, policy, program or arrangement sponsored or maintained by the Company or any of its Affiliates; and (iv) is not a party to an employment or severance agreement with the Company or any of its Affiliates pursuant to which such employee is eligible for severance payments or benefits. The Committee shall have the sole discretion to determine whether an employee is an Eligible Executive. Eligible Executives shall be limited to a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA. (q) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. (r) “Good Reason” means (i) with respect to a Tier 1 Executive, Tier 1 Executive Good Reason (as defined below) or (ii) with respect to a Tier 2 Executive, (A) a material diminution in such Tier 2 Executive’s title and responsibilities; (B) a material reduction in such Tier 2 Executive’s Total Compensation; or (C) a change in the principal location of such Tier 2 Executive’s services outside of the Houston metro area or, if elsewhere, the principal location of such Tier 2 Executive’s services as of the date hereof (other than travel incident to such Tier 2 Executive’s position). Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (1) the condition described in this definition (including, for the avoidance of doubt, the condition described in Tier 1 Executive Good Reason with respect to a Tier 1 Executive) giving rise to such Eligible Executive’s termination of employment must have arisen without such Eligible Executive’s written consent; (2) such Eligible Executive must provide written notice to the Company of the existence of such condition(s) within 90 days after the initial occurrence of such condition(s); (3) the condition(s) specified in such notice must remain uncorrected for 30


 
5 days following the Company’s receipt of such written notice; and (4) the date of such Eligible Executive’s termination of employment must occur within 180 days after the initial occurrence of the condition(s) specified in such notice. For the avoidance of doubt, an Eligible Executive shall only be deemed to have provided written consent to the occurrence of the condition giving rise to Good Reason for purposes of clause (1) of the preceding sentence if such Eligible Executive explicitly (x) agrees in writing to the occurrence of such condition and (y) waives in writing such Eligible Executive’s right to resign for Good Reason based on the occurrence of such condition. (s) “Key Person” generally means an important employee of the Company or any of its Affiliates who is (i) considered to be within a select group of management or highly- compensated employees and (ii) critical to the operation of the business or who is essential to the functioning of a segment of the business (including by having specific skill sets and experiences of the Company and its Affiliates that cannot be easily replaced) and whose Qualifying Termination or termination of employment due to his or her death or Disability would likely have a significant negative impact on the business of the Company or its Affiliates given his or her responsibilities and knowledge. (t) “LTIP” means the Kinetik Holdings Inc. 2019 Omnibus Compensation Plan, as the same may be amended, restated or otherwise modified from time to time or any successor plan thereto. (u) “Medical Continuation Period” means (i) a period of 36 months for Tier 1 Executives and (ii) a period of 18 months for Tier 2 Executives. (v) “Participation Agreement” means the participation agreement delivered to each Eligible Executive by the Committee prior to his or her entry into the Plan evidencing the Eligible Executive’s agreement to participate in the Plan and to comply with all terms, conditions and restrictions within the Plan. (w) “Prohibited Period” means the period during which an Eligible Executive is employed by the Company or any of its Affiliates and continuing through the last day of (i) in the case of a Tier 1 Executive, the two-year period or (ii) in the case of a Tier 2 Executive, the 18-month period, as applicable, following the Eligible Executive’s Date of Termination. (x) “Pro-Rata Actual Bonus Amount” means an amount equal to the annual cash bonus that an Eligible Executive would have been entitled to receive for the fiscal year of the Company in which the Date of Termination occurs based on actual performance (as determined by the Committee or an authorized officer of the Company as of the Date of Termination in accordance with the plan or other documentation governing such annual cash bonus), multiplied by a fraction, the numerator of which is the number of days in such fiscal year during which such Eligible Executive was employed by the Company and its Affiliates, and the denominator of which is the total number of days for the fiscal year of the Company in which the Date of Termination occurs. (y) “Qualifying Termination” means the termination of an Eligible Executive’s employment with the Company and its Affiliates (i) by the Company without Cause


 
6 (which, for the avoidance of doubt, does not include a termination due to death or Disability); or (ii) due to an Eligible Executive’s resignation for Good Reason. (z) “Release Requirement” means the requirement that an Eligible Executive execute and deliver to the Company a general release of claims, in a form acceptable to the Company, on or prior to the date that is 21 days following the date upon which the Company delivers the release to an Eligible Executive (which shall occur no later than seven days following the Date of Termination) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is 45 days following such delivery date. Notwithstanding the foregoing or any other provision in the Plan to the contrary, the Release Requirement shall not be considered satisfied if the release described in the preceding sentence is revoked by the Eligible Executive within any time provided by the Company for such revocation. (aa) “Section 409A” means Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including any such regulations or guidance that may be amended or issued after the Effective Date. (bb) “Stockholders Agreement” means the Amended and Restated Stockholders Agreement, dated as of October 21, 2021, entered into by the Company and the other parties thereto, as amended from time to time. (cc) “Target Annual Bonus” means the target annual cash bonus that an Eligible Executive was eligible to earn for the fiscal year of the Company in which the Date of Termination occurs. (dd) “Tier” means an “Executive Tier” used for purposes of determining the level of severance benefits an Eligible Executive is eligible to receive. Each Eligible Executive shall be designated by the Committee as a Tier 1 Executive or a Tier 2 Executive. (ee) “Tier 1 Executive Good Reason” means (i) a material diminution in a Tier 1 Executive’s title, duties, responsibilities or level of authority (including, without limitation, following a Change in Control, the occurrence of any of the following (x) such Tier 1 Executive does not retain the same title or serve in the same or a better position at the surviving pro forma publicly traded parent entity in such Change in Control, based on the title and position that such Tier 1 Executive held immediately prior to such Change in Control, (y) the requirement that following such Change in Control such Tier 1 Executive report to anyone other than the board of the surviving pro forma publicly traded parent entity in such Change in Control (in the case of the CEO) or the chief executive officer of the pro forma publicly traded parent entity (in the case of any other Tier 1 Executives), or (z) the assignment to such Tier 1 Executive of duties, responsibilities and a level of authority that are materially diminished from or inconsistent with the duties, responsibilities and level of authority applicable to such Tier 1 Executive immediately prior to such Change in Control, including such Tier 1 Executive no longer serving as an executive officer of a publicly-traded company following such Change in Control); (ii) a material reduction in a Tier 1 Executive’s Total Compensation; or (iii) a change in the principal location of a Tier 1 Executive’s services outside of the Houston metro area or, if elsewhere, the principal location of


 
7 such Tier 1 Executive’s services as of the date hereof (other than travel incident to such Tier 1 Executive’s position). (ff) “Total Compensation” means, with respect to an Eligible Executive, such Eligible Executive’s annualized base salary, annual cash bonus opportunity, and target short-term or long-term equity incentive opportunity, as applicable. For calendar year 2025, Total Compensation shall mean, with respect to an Eligible Executive, such Eligible Executive’s annualized base salary, annual cash bonus opportunity, and target short-term or long-term equity incentive opportunity, as applicable in effect as of June 1, 2025. 3. Administration of the Plan. (a) Administration by the Committee. The Committee shall be responsible for the management and control of the operation and the administration of the Plan, including interpretation of the Plan, decisions pertaining to eligibility to participate in the Plan, computation of severance benefits, granting or denial of severance benefit claims and review of claims denials. The Committee has absolute discretion in the exercise of its powers and responsibilities. For this purpose, the Committee’s powers shall include the following authority, in addition to all other powers provided by the Plan: (i) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan; (ii) to interpret the Plan, the Committee’s interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan; (iii) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan, and to designate each Eligible Executive as either a Tier 1 Executive or a Tier 2 Executive; (iv) to make a determination as to the right of any person to a benefit under the Plan (including to determine whether and when there has been a termination of an Eligible Executive’s employment and the cause of such termination); (v) to appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan; (vi) to allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing; (vii) to sue or cause suit to be brought in the name of the Plan; and (viii) to obtain from the Company, its Affiliates and from Eligible Executives such information as is necessary for the proper administration of the Plan.


 
8 (b) Indemnification of the Committee. The Company shall, without limiting any rights that the Committee may have under the Company’s charter or bylaws, applicable law or otherwise, indemnify and hold harmless the Committee and each member thereof (and any other individual acting on behalf of the Committee or any member thereof) against any and all expenses and liabilities arising out of such person’s administrative functions or fiduciary responsibilities, excepting only expenses and liabilities arising out of the person’s own gross negligence or willful misconduct. Expenses against which such person shall be indemnified hereunder include the amounts of any settlement, judgment, attorneys’ fees, costs of court, and any other related charges reasonably incurred in connection with a claim, proceeding, settlement, or other action under the Plan. (c) Compensation and Expenses. The Committee shall not receive additional compensation with respect to services for the Plan. To the extent required by applicable law, but not otherwise, the Committee shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by the Committee incident to the administration, termination or protection of the Plan, including the cost of furnishing bond, shall be paid by the Company. (d) Plan Year. The plan year for the Plan shall be the 12-month period beginning each January 1; provided, however, that the first plan year for the Plan shall begin on the Effective Date and shall end on December 31, 2024. 4. Eligibility. Only individuals who are Eligible Executives may participate in the Plan. The Committee has full and absolute discretion to determine and select which employees of the Company and its Affiliates are Eligible Executives; provided, however, that the CEO shall have the authority to recommend to the Committee employees of the Company or an Affiliate of the Company (including Key Persons) who should be selected as Eligible Executives and designated as Tier 2 Executives. For the avoidance of doubt, the CEO shall not have the authority to recommend to the Committee that any employee of the Company or an Affiliate of the Company (including a Key Person) be designated as a Tier 1 Executive. Once an employee has been designated as an Eligible Executive, he or she shall automatically continue to be an Eligible Executive until he or she ceases to be an employee or is removed as an Eligible Executive by the Committee; provided, however, that if an employee is an Eligible Executive as of the date of a Change in Control, then he or she may not be removed as an Eligible Executive by the Committee during the 24-month period following the date of such Change in Control. The Plan shall supersede all prior practices, policies, procedures and plans relating to severance benefits from the Company and its Affiliates with respect to the Eligible Executives. 5. Plan Benefits. (a) Qualifying Termination. In the event an Eligible Executive’s employment ends due to a Qualifying Termination that occurs outside of the Change in Control Period, such Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive satisfies the Release Requirement and abides by the terms of Sections 7, 8, 9, 10 and 11 below and continues to abide by the terms of all other written agreements between such Eligible Executive and any member of the Company Group, such Eligible Executive shall also be entitled to receive the following:


 
9 (i) A payment (the “Severance Payment”) in an amount equal to, as applicable: • in the case of a Tier 1 Executive, the product of (x) nine weeks’ Base/Bonus Compensation multiplied by (y) the number of years the Eligible Executive has been continuously employed by the Company or an Affiliate from such Eligible Executive’s most recent date of hire (plus any years of continuous employment attributable to prior stints of employment with the Company or an Affiliate that preceded the most recent date of hire, if applicable), measured as of the Date of Termination (but in no event is the product to be less than nine weeks’ Base/Bonus Compensation); or • in the case of a Tier 2 Executive, the product of (x) seven weeks’ Base/Bonus Compensation multiplied by (y) the number of years the Eligible Executive has been continuously employed by the Company or an Affiliate from such Eligible Executive’s most recent date of hire (plus any years of continuous employment attributable to prior stints of employment with the Company or an Affiliate that preceded the most recent date of hire, if applicable), measured as of the Date of Termination (but in no event is the product to be less than eight weeks’ Base/Bonus Compensation). For purposes of calculating years of employment, any years of continuous employment that an Eligible Executive had with any company that is acquired by the Company or an Affiliate, whether in a stock or asset transaction, shall be counted, and an Eligible Executive’s most recent date of hire shall be deemed to be the applicable date of hire with any such company that is acquired by the Company or an Affiliate in the circumstances described above so long as such Eligible Executive’s employment is continuous from the acquired company to the Company or an Affiliate. Any partial years of employment shall be rounded up or down to the nearest whole year for purposes of calculating the Severance Payment. Notwithstanding anything to the contrary contained herein, in no event shall any Tier 1 Executive’s “Severance Payment” exceed 52 weeks’ Base/Bonus Compensation, and in no event shall any Tier 2 Executive’s “Severance Payment” exceed 39 weeks’ Base/Bonus Compensation. The Severance Payment shall be paid in a lump sum as soon as reasonably practicable following such Eligible Executive’s Date of Termination but in no event later than either (i) the Company’s first regularly scheduled pay date that is on or after the date that is 45 days after the Date of Termination or (ii) if agreed to in writing by the Eligible Executive, the Company’s last regularly scheduled pay date that is prior to March 15 of the calendar year following the year in which the Date of Termination occurs or, if earlier, the Company’s last regularly scheduled pay date that is on or prior to the date that is 180 days after the Date of Termination. (ii) The Medical Benefit (as described in Section 5(c) below). (b) CIC Termination. In the event an Eligible Executive’s employment with the Company ends due to a Qualifying Termination that occurs during the Change in Control


 
10 Period (a “CIC Termination”), such Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive satisfies the Release Requirement and abides by the terms of Sections 7, 8, 9, 10 and 11 below and continues to abide by the terms of all other written agreements between such Eligible Executive and any member of the Company Group, such Eligible Executive shall also be entitled to receive the following: (i) A payment (the “CIC Severance Payment”) in an amount equal to, as applicable: • in the case of a Tier 1 Executive, (x) two and one-half times such Eligible Executive’s Base/Bonus Compensation, plus (y) the Pro- Rata Actual Bonus Amount; or • in the case of a Tier 2 Executive, (x) two times such Eligible Executive’s Base/Bonus Compensation, plus (y) the Pro-Rata Actual Bonus Amount. The CIC Severance Payment shall be paid in a lump sum as soon as reasonably practicable following such Eligible Executive’s Date of Termination but in no event later than either (i) the Company’s first regularly scheduled pay date that is on or after the date that is 45 days after the Date of Termination or (ii) if agreed to in writing by the Eligible Executive, the Company’s last regularly scheduled pay date that is prior to March 15 of the calendar year following the year in which the Date of Termination occurs or, if earlier, the Company’s last regularly scheduled pay date that is on or prior to the date that is 180 days after the Date of Termination. For the avoidance of doubt, the CIC Severance Payment is in lieu of the Severance Payment described in Section 5(a) above. (ii) The Medical Benefit (as described in Section 5(c) below). (iii) The Matching Benefit (as described in Section 5(d) below). (iv) The Outplacement Benefit (as described in Section 5(e) below). (v) The Equity Acceleration Benefit (as described in Section 5(f) below). (c) Medical Benefit. In the event of a Qualifying Termination, a CIC Termination or the termination of an Eligible Executive’s employment due to death or Disability as described in Section 5(g) below, an Eligible Executive shall receive a payment in an amount equal to the full amount (including the employer and employee premium) that would be required to effect and continue coverage during the Medical Continuation Period for such Eligible Executive and such Eligible Executive’s spouse and eligible dependents, if any, under (i) in the case of the CEO, any group health plan that is separately and independently procured and paid for by the CEO or (ii) in the case of an Eligible Executive other than the CEO (or in the case of the CEO to the extent that the CEO does not separately and independently procure coverage under a different group health plan prior to the payment date described below), the Company’s


 
11 group health plans applicable to such Eligible Executive prior to such Eligible Executive’s Date of Termination (the “Medical Benefit”), in each case, which Medical Benefit shall be paid in a lump sum on the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after such Eligible Executive’s Date of Termination. Notwithstanding anything in the preceding provisions of this Section 5(c) to the contrary, if the Medical Benefit cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and an Eligible Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to such Eligible Executive without such adverse impact on the Company. (d) Matching Benefit. In the event of a CIC Termination, an Eligible Executive shall receive a payment in an amount equal to the sum of the Company’s (or its Affiliate’s) matching or other employer contributions under the 401(k) defined contribution plan and health savings account sponsored, maintained or provided by the Company in which such Eligible Executive participates as of immediately prior to the Date of Termination that such Eligible Executive would have received if such Eligible Executive’s employment continued for (i) in the case of a Tier 1 Executive, 30 months or (ii) in the case of a Tier 2 Executive, 18 months, as applicable, following the Date of Termination after taking into account, to the extent necessary, any reasonable assumptions undertaken in good faith by the Company for this purpose (the “Matching Benefit”). The Matching Benefit shall be paid in a lump sum on the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after such Eligible Executive’s Date of Termination. (e) Outplacement Benefit. In the event of a CIC Termination, an Eligible Executive shall be eligible to receive outplacement services (the “Outplacement Benefit”), including transition assistance, job search support, provision of an office space, financial planning, coaching and research support and reasonable costs incurred by an Eligible Executive that are associated with travel to procure such outplacement services, in each case, provided by a provider or providers of the Company’s choosing (with applicable costs paid by the Company directly to such provider or providers or, in the case of travel costs, reimbursed to such Eligible Executive following the receipt of documentation in accordance with the expense reimbursement policies of the Company in effect as of the Date of Termination, such Outplacement Benefit to be provided for up to two years following such Eligible Executive’s Date of Termination but only until such time as such Eligible Executive obtains reasonably comparable employment; provided, however, that the cost of such Outplacement Benefit shall not exceed, a total of $75,000 for any Tier 1 Executive and $35,000 for any Tier 2 Executive. (f) Equity Acceleration Benefit. In the event of a CIC Termination, all unvested equity-based awards granted under the LTIP that are held by an Eligible Executive as of immediately prior to the Date of Termination shall immediately become fully vested as of the Date of Termination; provided, however, that with respect to any equity-based award that is subject to performance-based vesting conditions, such equity-based award shall be calculated and settled, without proration, subject to and based on the greater of (x) target performance or (y) actual performance and achievement of the applicable performance metrics calculated through the date of the Change in Control. For the avoidance of doubt, to the extent any equity- based awards granted under the LTIP contain terms contrary to those set forth in this Section 5(f), the terms and conditions of the applicable document that provides the Eligible Executive


 
12 with the most favorable treatment (including with respect to any vesting provisions that relate to a Change in Control or a termination of employment following a Change in Control) shall control. (g) Termination as a Result of Death or Disability. In the event an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates, ends due to such Eligible Executive’s death or Disability, such Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive (or the executor of such Eligible Executive’s estate or such Eligible Executive’s legal guardian, as applicable) satisfies the Release Requirement and abides by the terms of Sections 7, 8, 9, 10 and 11 below, such Eligible Executive shall also be entitled to receive (i) the Medical Benefit and (ii) the Pro-Rata Actual Bonus Amount, which shall be paid in a lump sum on the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after such Eligible Executive’s Date of Termination. (h) Other Non-Qualifying Terminations of Employment. In the event that an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates terminates other than pursuant to a Qualifying Termination, a CIC Termination or as a result of death or Disability, then all compensation and benefits to such Eligible Executive shall terminate contemporaneously with such termination of employment, except that such Eligible Executive shall be entitled to the Accrued Amounts. (i) After-Acquired Evidence. Notwithstanding any provision of the Plan to the contrary, in the event that the Company determines that an Eligible Executive is eligible to receive the Severance Payment or the CIC Severance Payment, as applicable, and other severance benefits pursuant to Sections 5(c) through (f), as applicable, but, after such determination, the Company subsequently acquires evidence or determines that: (i) such Eligible Executive has failed to abide by the terms of Sections 7, 8, 9, 10 or 11; or (ii) a Cause condition existed prior to the Date of Termination that, had the Company been fully aware of such condition, would have given the Company the right to terminate such Eligible Executive’s employment for Cause, then the Company shall have the right to cease the payment or providing of the Severance Payment, the CIC Severance Payment and any other severance benefits, as applicable, and such Eligible Executive shall promptly return to the Company any payment of the Severance Payment, the CIC Severance Payment and any other severance benefits, as applicable, received by such Eligible Executive prior to the date that the Company determines that the conditions of this Section 5(i) have been satisfied. 6. Certain Excise Taxes. Notwithstanding anything to the contrary in the Plan, if an Eligible Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in the Plan, together with any other payments and benefits which such Eligible Executive has the right to receive from the Company or any of its Affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in the Plan shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by such Eligible Executive from the Company and its Affiliates will be one dollar ($1.00) less than three times such Eligible Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by such Eligible Executive shall


 
13 be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to such Eligible Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its Affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times such Eligible Executive’s base amount, then such Eligible Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Company to be responsible for, or have any liability or obligation with respect to, such Eligible Executives’ excise tax liabilities under Section 4999 of the Code. 7. Confidentiality. During the period in which an Eligible Executive participates in the Plan, the Eligible Executive shall be provided with, and will have access to, Confidential Information. In consideration of such Eligible Executive’s receipt of Confidential Information and access to such Confidential Information and in exchange for other valuable consideration provided hereunder, and as a condition to participation in the Plan, each Eligible Executive shall be subject to the covenants and restrictions in this Section 7 and in Sections 8, 9, 10, 11 and 12. (a) In General. Both during the period in which an Eligible Executive is employed by or affiliated with the Company and thereafter, except as expressly permitted by the Plan or by directive of the Board, the Eligible Executive shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company Group. Each Eligible Executive acknowledges and agrees that such Eligible Executive would inevitably use and disclose Confidential Information in violation of this Section 7 if such Eligible Executive were to violate any of the covenants set forth in Section 8. Each Eligible Executive shall follow all Company policies and protocols regarding the physical security of all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored). The covenants of this Section 7(a) shall apply to all Confidential Information, whether now known or later to become known to an Eligible Executive during the period that such Eligible Executive is employed by or affiliated with the Company or any other member of the Company Group. (b) Permitted Disclosures. Notwithstanding any provision of Section 7(a) to the contrary, an Eligible Executive may make the following disclosures and uses of Confidential Information: (i) disclosures to other employees of the Company Group who have a need to know the information in connection with the businesses of the Company Group; (ii) disclosures to customers and suppliers when, in the reasonable and good faith belief of the Eligible Executive, such disclosure is in connection with the Eligible Executive’s performance of his or her duties for the Company and is in the best interests of the Company; (iii) disclosures and uses that are


 
14 approved in writing by the Company; or (iv) disclosures to a person or entity that has (A) been retained by a member of the Company Group to provide services to one or more members of the Company Group and (B) agreed in writing to abide by the terms of a confidentiality agreement. (c) Return of Confidential Information. Upon the termination of the Eligible Executive’s employment with the Company and at any other time, in each case, upon written request of the Company, an Eligible Executive shall promptly destroy or surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information and any other Company Group property (including any Company Group-issued computer, mobile device or other equipment) in the Eligible Executive’s possession, custody or control and the Eligible Executive shall not retain any such documents or other materials or property of the Company Group. Within 10 days of any such request and if requested by the Company, the Eligible Executive shall certify to the Company in writing that all such documents, materials and property have been returned to the Company. (d) Additional Permitted Disclosures. Nothing in the Plan (whether in this Section 7 or otherwise) shall prohibit or restrict an Eligible Executive from lawfully (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to such Eligible Executive individually from any such Governmental Authorities; (iii) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law; or (v) making disclosures to such Eligible Executive’s retained attorneys for the purposes of seeking legal advice as to such Eligible Executive’s rights and obligations under the Plan and/or relating to legal recourse for possible violations of the Plan or any law by the Company. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an Eligible Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to such Eligible Executive’s attorney in relation to a lawsuit for retaliation against such Eligible Executive for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does the Plan require an Eligible Executive to obtain prior authorization from any member of the Company Group before engaging in any conduct described in this Section 7(d), or to notify any member of the Company Group that such Eligible Executive has engaged in any such conduct. 8. Non-Solicitation. (a) Access to Confidential Information and Development of Goodwill. The Company shall provide each Eligible Executive access to Confidential Information for use only during the period during which such Eligible Executive is employed by the Company, and each Eligible Executive acknowledges and agrees that the Company will be entrusting the Eligible


 
15 Executive, in his unique and special capacity, with developing the goodwill of the Company, and in consideration thereof and in consideration of the Company providing the Eligible Executive with access to Confidential Information and as an express incentive for the Company to allow the Eligible Executive to participate in the Plan, the Eligible Executive has voluntarily agreed to the covenants set forth in this Section 8. Each Eligible Executive further agrees and acknowledges that the limitations and restrictions set forth herein are reasonable in all respects and not oppressive, will not cause the Eligible Executive undue hardship, and are material and substantial parts of the Plan intended and necessary to protect the Confidential Information, goodwill and substantial and legitimate business interests. (b) Restrictions. During the Prohibited Period, an Eligible Executive shall not, without the prior written approval of the Company, directly or indirectly, for the Eligible Executive or on behalf of or in conjunction with any other person or entity of any nature, solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. (c) Enforcement. Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 7 and this Section 8, and because of the immediate and irreparable damage that would be caused to members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. 9. Ownership of Intellectual Property. The Company shall own, and, by agreeing to participate in the Plan, each Eligible Executive assigns, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know- how, ideas and information authored, created, contributed to, made or conceived or reduced to practice, in whole or in part, by the Eligible Executive during the period in which the Eligible Executive is or has been employed by or affiliated with the Company or any other member of the Company Group that either (a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount of the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and the Eligible Executive shall promptly disclose all Company Intellectual Property to the Company. All of each Eligible Executive’s works of authorship and associated copyrights created during the period in which the Eligible Executive is employed by or affiliated with the Company or any


 
16 other member of the Company Group and in the scope of the Eligible Executive’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Each Eligible Executive shall perform, during and after the period in which the Eligible Executive is or has been employed by or affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary by the Company to assist each member of the Company Group, at the Company’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property. 10. Non-Disparagement. Each Eligible Executive shall refrain, both during the Eligible Executive’s employment with the Company and thereafter, from publishing any oral or written statements about the Company, any member of the Company Group or any of their respective directors, officers, employees, consultants, agents or representatives that (a) are slanderous, libelous or defamatory, (b) disclose Confidential Information of or regarding the Company’s or any member of the Company Group’s business affairs, directors, officers, managers, members, employees, consultants, agents or representatives, or (c) place the Company, any member of the Company Group or any of their respective directors, officers, managers, members, employees, consultants, agents or representatives in a false light before the public. 11. Defense and Pursuit of Claims. An Eligible Executive shall, following the termination of his or her employment, cooperate with the Company Group and its counsel in any litigation or human resources matters in which such Eligible Executive may be a witness or potential witness or with respect to which such Eligible Executive may have knowledge of relevant facts or evidence. The Company shall reimburse such Eligible Executive for reasonable and necessary expenses incurred in the course of complying with this Section 11 provided that the Eligible Executive provides reasonable documentation of the same and obtains the Company’s prior approval for incurring such expenses. 12. Enforcement. Money damages would not be a sufficient remedy for any breach of Sections 7, 8, 9, 10 or 11 or any breach of the terms of any other written agreement between an Eligible Executive and any member of the Company Group, in each case, by such Eligible Executive, and any member of the Company Group shall be entitled to enforce the provisions of such Sections and the terms of such other written agreements as may be applicable by terminating payments or additional benefits then owing to the Eligible Executive and to specific performance, injunctive relief and other equitable relief, without bond, as remedies for such breach or any threatened breach. In addition, in the event of a breach by an Eligible Executive of Sections 7, 8, 9, 10 or 11 or the terms of any other written agreement between such Eligible Executive and any member of the Company Group, the Eligible Executive shall repay to the Company any and all payments received or paid or deemed paid by the Company for the benefit of the Eligible Executive pursuant to the Plan. Such remedies shall not be deemed the exclusive remedies for a breach of Sections 7, 8, 9, 10 or 11 or the terms of such other written agreements as may be applicable, but shall be in addition to all remedies available at law or in equity,


 
17 including the recovery of damages from the Eligible Executive and the Eligible Executive’s agents. This Section 12 and Sections 7, 8, 9, 10 or 11 and the terms of any other written agreements between the Eligible Executive and any member of the Company Group, and each provision and portion thereof, are severable and separate, and the unenforceability of any specific section (or portion thereof) shall not affect the enforceability of any other section (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and the Plan shall thereby be reformed. 13. Claims Procedure and Review. (a) Filing a Claim. Any Eligible Executive that the Committee determines is entitled to payment of severance benefits under the Plan is not required to file a claim for such benefits. Any Eligible Executive (i) who is not paid severance benefits hereunder and who believes that he or she is entitled to severance benefits hereunder or (ii) who has been paid severance benefits hereunder and believes that he or she is entitled to greater benefits hereunder may file a claim for severance benefits under the Plan in writing with the Committee. (b) Initial Determination of a Claim. If a claim for severance benefits hereunder is wholly or partially denied, the Committee shall, within a reasonable period of time but no later than 90 days after receipt of the claim (or 180 days after receipt of the claim if special circumstances require an extension of time for processing the claim), notify the claimant of the denial. Such notice shall (i) be in writing, (ii) be written in a manner calculated to be understood by the claimant, (iii) contain the specific reason or reasons for denial of the claim, (iv) refer specifically to the pertinent Plan provisions upon which the denial is based, (v) describe any additional material or information necessary for the claimant to perfect the claim (and explain why such material or information is necessary), and (vi) describe the Plan’s claim review procedures and time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. (c) Appeal of a Denied Claim. Within 60 days of the receipt by the claimant of this notice, the claimant may file a written appeal with the Committee. In connection with the appeal, the claimant may review Plan documents and may submit written issues and comments. The Committee shall deliver to the claimant a written decision on the appeal promptly, but not later than 60 days after the receipt of the claimant’s appeal (or 120 days after receipt of the claimant’s appeal if there are special circumstances which require an extension of time for processing). Such decision shall (i) be in writing, (ii) be written in a manner calculated to be understood by the claimant, (iii) include specific reasons for the decision, (iv) refer specifically to the Plan provisions upon which the decision is based, (v) state that the claimant is entitled to receive, on request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claimant’s claim for benefits, and (vi) a statement of the Participant’s right to bring an action under Section 502(a) of ERISA. If special circumstances require an extension of up to 180 days for an initial claim or 120 days for an appeal, whichever applies, the Committee shall send written notice of the extension. This notice shall indicate the special circumstances requiring the extension and state when the Committee expects to render


 
18 the decision. (d) The benefits claim procedure provided in this Section 13 is intended to comply with the provisions of 29 C.F.R. §2560.503-1. All provisions of this Section 13 shall be interpreted, construed, and limited in accordance with such intent. 14. General Provisions. (a) Taxes. The Company is authorized to withhold from all payments made hereunder amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Company may deem advisable to enable the Company and the Eligible Executive to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under the Plan. (b) No Mitigation. No Eligible Executive shall have any duty to mitigate the amounts payable under the Plan by seeking or accepting new employment or self-employment following a Qualifying Termination or CIC Termination. (c) Offset. The Company may set off against, and each Eligible Executive authorizes the Company to deduct from, any payments due to the Eligible Executive, or to his or her estate, heirs, legal representatives, or successors, any amounts which may be due and owing to the Company or an Affiliate of the Company by the Eligible Executive, whether arising under the Plan or otherwise; provided, however, that any such offset must be compliant with applicable law and no such offset may be made with respect to amounts payable that are subject to the requirements of Section 409A unless the offset would not result in a violation of the requirements of Section 409A. (d) Amendment and Termination. Prior to a Change in Control, the Plan may be amended or modified in any respect, and may be terminated, in any such case, by the Committee; provided, however, that the Plan may not be amended, modified or terminated in any manner that would in any way adversely affect the benefits or protections provided hereunder to any individual who is an Eligible Executive under the Plan at such time, (i) at the request of a third party who has indicated an intention or taken steps to effect a Change in Control and who effectuates a Change in Control, or (ii) otherwise in connection with, or in anticipation of, a Change in Control that actually occurs, and any such attempted amendment, modification or termination shall be null and void ab initio. Any action taken to amend, modify or terminate the Plan which is taken subsequent to the execution of an agreement providing for a transaction or transactions which, if consummated, would constitute a Change in Control shall conclusively be presumed to have been taken in connection with a Change in Control. For the duration of the 24-month period following a Change in Control, the Plan may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any individual who is an Eligible Executive under the Plan on the date a Change in Control occurs. (e) Successors. The Plan will be binding upon any successor to the Company, its assets, its businesses or its interest (whether as a result of the occurrence of a Change in Control or otherwise), in the same manner and to the same extent that the Company would be


 
19 obligated under the Plan if no succession had taken place. All payments and benefits that become due to an Eligible Executive under the Plan will inure to the benefit of his or her heirs, assigns, designees or legal representatives. (f) Transfer and Assignment. Neither an Eligible Executive nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable under the Plan prior to the date that such amounts are paid. (g) Unfunded Obligation. All benefits due to an Eligible Executive under the Plan are unfunded and unsecured and are payable out of the general assets of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Eligible Executives shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor. (h) Severability. If any provision of the Plan (or portion thereof) is held to be illegal or invalid for any reason, the illegality or invalidity of such provision (or portion thereof) will not affect the remaining provisions (or portions thereof) of the Plan, but such provision (or portion thereof) will be fully severable, and the Plan will be construed and enforced as if the illegal or invalid provision (or portion thereof) had never been included herein. (i) Section 409A. The Plan is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan, payments provided under the Plan may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under the Plan that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Any payments to be made under the Plan upon the termination of an Eligible Executive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Each installment payment under the Plan is intended to be a separate payment for purposes of Section 409A. Any reimbursements to be made under the Plan shall be made no later than the end of the second calendar year following the calendar year in which an Eligible Executive’s Date of Termination occurs. Notwithstanding any provision in the Plan to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if an Eligible Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of such Eligible Executive’s death or (ii) the date that is six months after such Eligible Executive’s Date of Termination (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to such Eligible Executive (or such Eligible Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under the Plan are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by any Eligible Executive on account of non-compliance with Section 409A. (j) Governing Law; Submission to Jurisdiction. All questions arising with


 
20 respect to the provisions of the Plan and payments due hereunder will be determined by application of the laws of the State of Texas, without giving effect to any conflict of law provisions thereof, except to the extent preempted by federal law (including ERISA, which is the federal law that governs the Plan, the administration of the Plan and any claims made under the Plan). Any action to obtain emergency, temporary or preliminary injunctive relief as permitted by Sections 8 and 12 will be brought only in the state and federal courts residing in, or with jurisdiction over, Harris County, Texas. The Eligible Executives recognize that such forum and venue is convenient. (k) Status. The Plan is intended to qualify for the exemptions under Title I of ERISA provided for plans that are unfunded and maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees. (l) Third-Party Beneficiaries. Each Affiliate of the Company shall be a third- party beneficiary of the Eligible Executive’s covenants and obligations under Sections 7, 8, 9, 10, 11 and 12 and the terms and provisions of any other written agreement between such Eligible Executive and the Company and shall be entitled to enforce such obligations as if a party hereto. (m) No Right to Continued Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between the Company or any of its Affiliates and any person, or to have any impact whatsoever on the at-will employment relationship between the Company or any of its Affiliates and the Eligible Executives. Nothing in the Plan shall be deemed to give any person the right to be retained in the employ of the Company or any of its Affiliates for any period of time or to restrict the right of the Company or any of its Affiliates to terminate the employment of any person at any time. (n) Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references to laws, regulations, contracts, documents, agreements and instruments refer to such laws, regulations, contracts, agreements and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Plan, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither the Plan nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, the Plan has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.


 
21 (o) Overpayment. If, due to mistake or any other reason, a person receives severance payments or benefits under the Plan in excess of what the Plan provides, such person shall repay the overpayment to the Company in a lump sum within 30 days of notice of the amount of overpayment. If such person fails to so repay the overpayment, then without limiting any other remedies available to the Company, the Company may deduct the amount of the overpayment from any other amounts which become payable to such person under the Plan or otherwise. (p) Clawback. Any amounts payable under the Plan are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Eligible Executive; provided, however, that the establishment or modification of any clawback policy by the Company on or after the date of a Change in Control shall only apply to amounts payable under the Plan to the extent required by applicable law. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with applicable laws, regulations, and securities exchange listing standards. (q) Agent for Service of Legal Process. Legal process may be served on the Committee, which is the plan administrator, at the following address: Compensation Committee of the Board of Directors, c/o Kinetik Holdings Inc., 2700 Post Oak Boulevard, Suite 300, Houston, Texas 77056. [Remainder of Page Intentionally Blank]


 
EX-31.1 8 kntkexhibit31110-q2025q2.htm EX-31.1 Document

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: August 7, 2025
/s/ Jamie Welch
Jamie Welch
Chief Executive Officer, President and Director



EX-31.2 9 kntkexhibit31210-q2025q2.htm EX-31.2 Document

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: August 7, 2025
/s/ Steven Stellato
Steven Stellato
Executive Vice President, Chief Accounting and Chief Administrative Officer


EX-32.1 10 kntkexhibit32110-q2025q2.htm EX-32.1 Document

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 June 30, 2025 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: August 7, 2025
/s/ Jamie Welch
Jamie Welch
Chief Executive Officer, President and Director




EX-32.2 11 kntkexhibit32210-q2025q2.htm EX-32.2 Document

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 June 30, 2025 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: August 7, 2025

/s/ Steven Stellato
Steven Stellato

Executive Vice President, Chief Accounting and Chief Administrative Officer