Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Arrangements
During the three months ended March 31, 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).
Special RSUs
On May 7, 2025, the Board of Directors (the “Board”) of the Company, upon recommendation of the Compensation Committee, approved a compensation strategy whereby certain executives of the Company (including the Company’s named executive officers) will receive a portion of their base pay for the remainder of 2025 in the form of restricted stock units that will be settled in Company common stock (the “Special RSUs”) evidenced by a Form of Special RSU Agreement.
Specifically, the CEO will receive 100% of his remaining base salary in the form of Special RSUs, EVPs will receive at least 50% of their base salaries in the form of Special RSUs, and SVPs will receive at least 40% of their base salaries in the
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form of Special RSUs. VPs will be eligible at their discretion to convert a percentage of their base salary and independent members of the Board will be eligible to elect to convert their remaining 2025 quarterly cash payments into Special RSUs evidenced by a Form of Special RSU Agreement for independent directors. Recipients will be eligible to earn dividend equivalent rights with respect to the Special RSUs.
The Special RSUs will cliff vest on January 1, 2026. If a recipient of Special RSUs ceases to provide service to or employment with the Company for any reason, other than in connection with a Change of Control (as defined in the Special RSU award agreement), a pro-rata portion of the recipient’s Special RSUs will vest, calculated based on (i) the number of days the recipient was providing services to the Company between May 1, 2025 and the date of the termination, divided by (ii) the total number of days between May 1, 2025 and January 1, 2026. If a recipient ceases to provide services in connection with a Change of Control, all of the Special RSUs will vest in full. In certain limited circumstances measured as of January 1, 2026, recipients may receive a true-up grant based on the approval of the Compensation Committee.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to Form of Special RSU Agreement and the Form of Special RSU Agreement for independent directors, copies of which will be filed on the Company's next Quarterly Report on Form 10-Q.
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ITEM 6. EXHIBITS
EXHIBIT NO. DESCRIPTION
3.1 – Third Amended and Restated Certificate of Incorporation of Kinetik Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022).
3.2 – Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Kinetik Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2023).
3.3 – Amended and Restated Bylaws of Kinetik Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022).
4.1 – Amended and Restated Stockholders Agreement, dated October 21, 2021, by and among APA Corporation, Apache Midstream LLC, Altus Midstream Company, New BCP Raptor Holdco, LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC, and BCP Raptor Holdco, LP. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022).
4.2 – Second Amended and Restated Registration Rights Agreement, dated February 22, 2022, by and among Altus Midstream Company, Apache Midstream LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC and the other holders party thereto. (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022).
4.3 – Indenture, dated June 8, 2022, by and among Kinetik Holdings Inc., as parent, Kinetik Holdings LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022) .
4.4 – Form of 5.875% Senior Notes Due 2030 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022) .
4.5 – Indenture, dated December 6, 2023, by and among Kinetik Holdings Inc., Kinetik Holdings LP and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023).
4.6 – Form of 6.625% Sustainability-Linked Senior Notes (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023).
4.7 – Registration Rights Agreement, dated as of June 24, 2024, by and among Kinetik Holdings Inc. and Durango Midstream LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 28, 2024).
10.1 – Third Amended and Restated Agreement of Limited Partnership of Altus Midstream LP, dated as of October 22, 2021. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022).
10.2 – Purchase Agreement dated March 14, 2025 by and among Kinetik Holdings Inc., Kinetik Holdings LP and MUFG Securities Americas Inc., as representative of the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 14, 2025).
10.3 – Amendment No. 1 to Receivables Purchase Agreement, dated as of April 1, 2025, by and among Kinetik Receivables LLC, as the seller, Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., as the servicer, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as structuring agent, and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 1, 2025).
10.4 – Joinder Agreement, dated April 1, 2025 by and among Frontier Field Services, LLC, Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., and PNC Bank, National Association (incorporated by reference to Exhibit 10. 2 to the Registrant’s Current Report on Form 8-K filed on April 1, 2025).
10.5**
– Kinetik Holdings Inc. Separation and Release Agreement , dated as of February 28, 2025, by and between the Company and Todd Carpenter .
10.6**
– K inetik Holdings Inc. Consulting Agreement , dated as of February 28, 2025, by and between the Company and Todd Carpenter.
31.1*
– Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) .
31.2*
– Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) .
32.1** – Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C. 1350 .
32.2** – Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C. 1350 .
101* – The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 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.
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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: May 8, 2025 /s/ Jamie Welch
Jamie Welch
Chief Executive Officer, President and Director
(Principal Executive Officer)
Dated: May 8, 2025 /s/ Steven Stellato
Steven Stellato
Executive Vice President, Chief Accounting and
Chief Administrative Officer
(Principal Financial Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.