1 unchanged sentence
Trading Arrangements
−Removed: 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).
−Removed: 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.
−Removed: 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
−Removed: form of Special RSUs.
−Removed: 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.
−Removed: Recipients will be eligible to earn dividend equivalent rights with respect to the Special RSUs.
−Removed: The Special RSUs will cliff vest on January 1, 2026.
−Removed: 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.
−Removed: If a recipient ceases to provide services in connection with a Change of Control, all of the Special RSUs will vest in full.
−Removed: 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.
−Removed: 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.
+Added: 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).
3.1 – Third Amended and Restated Certificate of Incorporation of Kinetik Holdings Inc.
18 unchanged sentences
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022).
−Removed: 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).
10.2 – 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).
−Removed: 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.
−Removed: 2 to the Registrant’s Current Report on Form 8-K filed on April 1, 2025).
+Added: 10.3 – 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).
+Added: – Revolving Credit Agreement, dated May 30, 2025, by and among Kinetik Holdings LP and PNC Bank, National Association, as administrative agent, and the banks and other financial institutions party thereto, as lenders (incorporated by reference Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed on June 3, 2025) .
+Added: – Loan Credit Agreement, dated May 30, 2025, by and among Kinetik Holdings LP and Toronto Dominion (Texas) LLC, as administrative agent, and the banks and other financial institutions party thereto, as lenders (incorporated by reference Exhibit 10.
+Added: 2 to the Registrant’s Current Report on Form 8-K filed on June 3, 2025) .
– Kinetik Holdings Inc.
−Removed: Separation and Release Agreement , dated as of February 28, 2025, by and between the Company and Todd Carpenter .
+Added: Separation and Release Agreement, dated as of June 30, 2025, by and between the Company and Anne Psencik.
+Added: – Kinetik Holdings Inc.
+Added: Consulting Agreement, dated as of June 30, 2025, by and between the Company and Anne Psencik.
+Added: – F orm of Spe cial Restricted Stock Unit Agreement.
+Added: – F orm o f Dividend Equivalent Right Election Form.
+Added: – F or m of Special Restricted Stock Unit Agreement (Directors).
– K inetik Holdings Inc.
−Removed: Consulting Agreement , dated as of February 28, 2025, by and between the Company and Todd Carpenter.
+Added: Amended and Restated Executive Severance Plan.
31.1* – Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
2 unchanged sentences
32.2** – Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C.
−Removed: 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:
+Added: 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.
7 unchanged sentences
** Furnished herewith.
+Added: *** Schedules and exhibits to this Exhibit have been omitted pursuant to Regulation S-K Item 601(b)(2).
+Added: The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
+Added: † Management contracts or compensatory plans or arrangements.
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.
−Removed: May 8, 2025 /s/ Jamie Welch
+Added: August 7, 2025 /s/ Jamie Welch
Chief Executive Officer, President and Director
(Principal Executive Officer)
−Removed: May 8, 2025 /s/ Steven Stellato
+Added: August 7, 2025 /s/ Steven Stellato
Steven Stellato
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.