What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-08 · 229 added, 218 removed, 840 unchanged (35% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

13 unchanged sentences

Depreciation and amortization expenses 95,409 87,583 281,845 236,250

(Gain) loss on disposal of assets, net

Loss (gain) on disposal of assets, net

50 — ( 15 ) 4,090

7 unchanged sentences

Equity in earnings of unconsolidated affiliates 58,289 53,244 174,472 169,668

Total other income, net 4,288 61,574 6,837 74,667

Total other (expense) income, net

( 3,129 ) 19,040 3,708 93,707

Income before income taxes 16,658 91,914 120,230 249,270

9 unchanged sentences

Diluted 62,428 60,424 62,120 59,852

(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.

(1) Includes amounts associated with related parties of nil and $ 17.2 million for the nine months ended September 30, 2025 and 2024, respectively.

No operating revenue associated with related parties for the three months ended September 30, 2025 and 2024.

(2) Includes amounts associated with related parties of $ 6.6 million and $ 12.8 million for the three months ended September 30, 2025 and 2024, respectively, and $ 18.3 million and $ 48.7 million for the nine months ended September 30, 2025 and 2024, respectively.

(3) Costs of sales (excluding depreciation and amortization) is net of gas service revenues totaling $ 88.3 million and $ 60.2 million for the three months ended September 30, 2025 and 2024, respectively, $ 224.1 million and $ 159.4 million for the nine months ended September 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.

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, December 31,

September 30, December 31,

(In thousands, except shares data)

41 unchanged sentences

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

$ 0.0001 par, 1,500,000,000 shares authorized, 64,106,232 and 59,929,611 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

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

$ 0.0001 par, 1,500,000,000 shares authorized, 97,557,604 and 97,783,034 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Deferred consideration

1 unchanged sentence

Accumulated deficit ( 1,997,681 ) ( 2,976,612 )

Treasury stock at cost, ( 1,652,929 and nil shares as of June 30, 2025 and December 31, 2024, respectively)

Total equity ( 1,775,686 ) ( 2,976,596 )

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

6 unchanged sentences

Amortization of contract costs 5,054 4,965

Contingent liabilities fair value adjustment 5,700 1,400

Distributions from unconsolidated affiliates 205,204 223,670

19 unchanged sentences

Investments in unconsolidated affiliates ( 1,206 ) ( 3,273 )

Net cash paid for acquisition of interest in unconsolidated affiliates — ( 85,417 )

Distributions from unconsolidated affiliates 2,853 2,789

2 unchanged sentences

Net cash paid for acquisition ( 175,481 ) ( 341,183 )

Net cash (used in) provided by investing activities ( 391,604 ) 43,302

Net cash used in investing activities

( 562,930 ) ( 65,909 )

CASH FLOWS FROM FINANCING ACTIVITIES:

12 unchanged sentences

Net change in cash 4,131 15,928

CASH, BEGINNING OF PERIOD 3,606 4,510

CASH, END OF PERIOD $ 10,733 $ 12,549

KINETIK HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

CASH, BEGINNING OF PERIOD 3,606 4,510

CASH, END OF PERIOD $ 7,737 $ 20,438

SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES

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Deferred Consideration

Shares Amount Shares Amount Shares (1)

Shares Amount Shares Amount Shares Amount

(In thousands)

For the Quarter Ended June 30, 2024

Balance at March 31, 2024 $ 3,624,670 59,712 $ 6 93,943 $ 9 — $ — $ — $ ( 973,451 ) $ — $ ( 973,436 )

Durango Acquisition 423,200 — — 3,840 — 7,680 1 — — — 1

Redemption of Common Units — — — — — — — — — — —

For the Quarter Ended September 30, 2024

Balance at June 30, 2024 $ 4,289,591 59,736 $ 6 97,783 $ 9 7,680 $ 1 $ — $ ( 1,206,909 ) $ — $ ( 1,206,893 )

Issuance of common stock through dividend and distribution reinvestment plan — 11 — — — — — 444 — 444

6 unchanged sentences

— — — — — — — — ( 45,341 ) — ( 45,341 )

Balance at September 30, 2024 $ 4,783,180 59,751 $ 6 97,783 $ 9 7,680 $ 1 $ — $ ( 1,720,721 ) $ — $ ( 1,720,705 )

For the Quarter Ended September 30, 2025

Balance at June 30, 2025 $ 4,376,104 63,545 $ 6 92,777 $ 9 7,680 $ 1 $ 288,295 $ ( 1,781,415 ) $ ( 72,554 ) $ ( 1,565,658 )

For the Quarter Ended June 30, 2025

Balance at March 31, 2025 $ 5,450,555 60,922 $ 6 97,039 $ 9 7,680 $ 1 $ 66,966 $ ( 2,616,635 ) $ — $ ( 2,549,653 )

Issuance of deferred consideration for Durango Acquisition — — — 7,680 1 ( 7,680 ) ( 1 ) — — — —

Redemption of Common Units ( 127,895 ) 2,900 — ( 2,900 ) — — — 127,895 — — 127,895

1 unchanged sentence

Repurchase of Class A Common Stock — ( 2,372 ) — — — — — — — ( 100,000 ) ( 100,000 )

Retirement of treasury stock — — — — — — — — ( 172,554 ) 172,554 —

Share-based compensation — 24 — — — — — 14,229 — — 14,229

5 unchanged sentences

— — — — — — — — ( 48,977 ) — ( 48,977 )

Balance at June 30, 2025 $ 4,376,104 63,545 $ 6 92,777 $ 9 7,680 $ 1 $ 288,295 $ ( 1,781,415 ) $ ( 72,554 ) $ ( 1,565,658 )

Balance at September 30, 2025 $ 4,400,882 64,106 $ 6 97,557 $ 10 — $ — $ 221,979 $ ( 1,997,681 ) $ — $ ( 1,775,686 )

KINETIK HOLDINGS INC.

4 unchanged sentences

Deferred Consideration

Shares Amount Shares Amount Shares (1)

Shares Amount Shares Amount Shares Amount

(In thousands)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Balance at December 31, 2023 $ 3,157,807 57,097 $ 6 94,089 $ 9 — $ — $ 192,678 $ ( 723,516 ) $ — $ ( 530,823 )

9 unchanged sentences

— — — — — — — — ( 133,868 ) — ( 133,868 )

Balance at June 30, 2024 $ 4,289,591 59,736 $ 6 97,783 $ 9 7,680 $ 1 $ — $ ( 1,206,909 ) $ — $ ( 1,206,893 )

For the Six Months Ended June 30, 2025

Balance at September 30, 2024 $ 4,783,180 59,751 $ 6 97,783 $ 9 7,680 $ 1 $ — $ ( 1,720,721 ) $ — $ ( 1,720,705 )

For the Nine Months Ended September 30, 2025

Balance at December 31, 2024 $ 5,955,662 59,930 $ 6 97,783 $ 9 7,680 $ 1 $ — $ ( 2,976,612 ) $ — $ ( 2,976,596 )

Issuance of deferred consideration for Durango Acquisition — — — 7,680 1 ( 7,680 ) ( 1 ) — — — —

Redemption of Common Units ( 358,376 ) 7,906 — ( 7,906 ) — — — 358,376 — — 358,376

1 unchanged sentence

Repurchase of Class A Common Stock — ( 4,025 ) — — — — — — — ( 172,554 ) ( 172,554 )

Retirement of treasury stock — — — — — — — — ( 172,554 ) 172,554 —

Share-based compensation — 273 — — — — — 44,577 — — 44,577

5 unchanged sentences

— — — — — — — — ( 144,640 ) — ( 144,640 )

Balance at June 30, 2025 $ 4,376,104 63,545 $ 6 92,777 $ 9 7,680 $ 1 $ 288,295 $ ( 1,781,415 ) $ ( 72,554 ) $ ( 1,565,658 )

(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.

Balance at September 30, 2025 $ 4,400,882 64,106 $ 6 97,557 $ 10 — $ — $ 221,979 $ ( 1,997,681 ) $ — $ ( 1,775,686 )

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

7 unchanged sentences

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.

DESCRIPTION OF THE ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company is a holding company, whose only significant assets are ownership of the non-economic general partner interest and an approximate 40 % limited partner interest in Kinetik Holdings LP, a Delaware limited partnership (the “Partnership”).

15 unchanged sentences

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.

There were no significant updates or revisions to our accounting policies during the nine months ended September 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.

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 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.

For the three and nine months ended September 30, 2025, the Company recorded cost of sales of $ 6.6 million and $ 18.3 million, respectively, with these affiliates.

For the three and nine months ended September 30, 2024, the Company recorded cost of sales of $ 12.8 million and $ 39.3 million, respectively, with these affiliates.

Recently issued accounting pronouncements not yet adopted

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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.

The Company plans to adopt ASU 2023-09 in the Annual Report on Form 10-K for the year ended December 31, 2025.

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”).

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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:

As of September 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

3 unchanged sentences

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.

On January 14, 2025, the Company completed the previously announced bolt-on acquisition with Permian Resources Corporation, who directly owned 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 $ 175.5 million of cash consideration.

Assets acquired consisted of natural gas and crude gathering pipelines and compression equipment of $ 165.0 million, intangible right-of-way assets of $ 10.5 million and operating lease right of use assets of $ 15.7 million.

Acquired gathering pipelines and compression were valued based on replacement cost along with economic obsolescence adjustments.

3 unchanged sentences

This transaction was accounted for as a business combination in accordance with ASC 805 Business Combination (“ASC 805”).

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.

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.

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.

During 2025, the Company recorded measurement period adjustments totaling $ 2.9 million related to working capital settlements 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.

For the three and nine months ended September 30, 2025, excluding intercompany revenue and cost of sales, Barilla Draw recorded revenues of $ 7.6 million and $ 22.3 million, respectively, and net income of $ 1.9 million and $ 5.1 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.

Durango Seller is entitled to an earn out up to $ 75.0 million in cash (the “Kings Landing Earn Out”), contingent upon the Kings Landing gas processing complex in Eddy County, New Mexico (the “Kings Landing Project”), which was placed into service in September 2025.

The Kings Landing Earn Out 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.

4 unchanged sentences

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.

For the three and nine months ended September 30, 2025, excluding intercompany revenue and cost of sales, Durango recorded revenues of $ 49.0 million and $ 141.6 million, respectively, and net loss of $ 5.1 million and $ 0.1 million, respectively.

For the three and nine months ended September 30, 2024, Durango recorded revenues of $ 35.8 million and $ 38.9 million, and net income of $ 1.4 million and $ 1.6 million, respectively, excluding intercompany revenue and cost of sales.

Decrease in net income was primarily driven by decreases in NGL and condensate prices and a fair value adjustment to the Kings Landing Earn Out contingent liability of $ 5.7 million recognized during the third quarter of 2025.

REVENUE RECOGNITION

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The following table presents a disaggregation of the Company’s revenue:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Total revenues $ 463,969 $ 396,362 $ 1,333,970 $ 1,097,213

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.

There have been no significant changes to the Company’s contracts with customers during the three and nine months ended September 30, 2025, aside from the addition of certain gas gathering and processing agreements associated with the Durango Acquisition in 2024 and the 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.

The Company recognized $ 0.2 million and $ 1.0 million in revenues from MVC deficiency payments for the three and nine months ended September 30, 2025, respectively, and nil for the three and nine months ended September 30, 2024.

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:

Fiscal Year (In thousands)

1 unchanged sentence

Thereafter 176,428

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.

Our contractually committed revenue, for the purposes of the table above, is limited to customer contracts that have fixed pricing and fixed volume terms and conditions, including contracts with payment obligations associated with MVCs.

Contract Liabilities

The following table provides information about contract liabilities from contracts with customers as of June 30, 2025:

The following table provides information about contract liabilities from contracts with customers as of September 30, 2025:

(In thousands)

2 unchanged sentences

Cash received in advance and not recognized as revenue 17,049

Balance at June 30, 2025 26,766

Balance at September 30, 2025 38,865

Current portion 5,835

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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.

As of September 30, 2025 and December 31, 2024, the Company had contract acquisition cost assets of $ 63.3 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.

The Company amortizes these assets as cost of sales on a straight-line basis over the life of the associated long-term customer contract.

The Company recognized costs of sales associated with these assets of $ 1.7 million and $ 1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 5.1 million and $ 5.0 million for the nine months ended September 30, 2025 and 2024, respectively.

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, at carrying value, is as follows:

June 30, December 31,

September 30, December 31,

(In thousands)

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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.

The Company recorded $ 58.4 million and $ 48.7 million of depreciation expense for the three months ended September 30, 2025 and 2024, respectively, and $ 177.5 million and $ 135.3 million for the nine months ended September 30, 2025 and 2024, respectively.

There were no impairment triggering events for property, plant and equipment during the three and nine months ended September 30, 2025 and 2024.

INTANGIBLE ASSETS, NET

Intangible assets, net, are comprised of the following:

June 30, December 31,

September 30, December 31,

(In thousands)

3 unchanged sentences

Total amortizable intangible assets, net $ 584,619 $ 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.

As of September 30, 2025, the remaining customer contract amortization terms range from four months to sixteen years with weighted average amortization periods of approximately seven years and the right-of-way assets remaining amortization terms range from ten months to fourteen years with weighted average amortization periods of approximately seven years .

The remaining weighted average amortization period for the intangible assets as of September 30, 2025 was approximately seven 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.

The Company recorded $ 37.0 million and $ 38.9 million of amortization expense for the three months ended September 30, 2025 and 2024, respectively, and $ 104.4 million and $ 100.9 million for the nine months ended September 30, 2025 and 2024, respectively.

There was no impairment recognized on intangible assets for the three and nine months ended September 30, 2025 and 2024.

EQUITY METHOD INVESTMENTS

As of June 30, 2025, the Company owned investments in the following long-haul pipeline entities in the Permian Basin.

As of September 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.

1 unchanged sentence

The table below presents the ownership percentages and investment balances held by the Company for each entity:

June 30, December 31,

September 30, December 31,

(In thousands)

3 unchanged sentences

27.5 % 87,984 82,172

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.

$ 2,085,499 $ 2,117,878

(1) The Company owned 27.5 % of EPIC as of September 30, 2025.

In August 2025, the Company entered into a Purchase and Sale Agreement to sell all of its equity interest in EPIC and such transaction was closed in October 2025.

The unamortized net basis included in the EMI pipeline balances were $ 39.3 million and $ 40.3 million as of September 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.

Unamortized basis differences are amortized or accreted on a straight-line basis into equity income of unconsolidated affiliates over the useful lives of the underlying pipeline assets.

In addition, there was capitalized interest of $ 23.2 million and $ 23.9 million as of September 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:

The following table presents the activity in the Company’s EMIs for the nine months ended September 30, 2025:

Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP Total

2 unchanged sentences

Contributions and acquisitions

1,206 — — 1,206

Distributions (1)

2 unchanged sentences

132,811 30,349 11,312 174,472

Balance at June 30, 2025 $ 1,590,058 $ 425,532 $ 89,662 $ 2,105,252

Balance at September 30, 2025 $ 1,576,289 $ 421,226 $ 87,984 $ 2,085,499

(1) Distributions consisted of a return on investment of $ 205.2 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.

(2) For the nine months ended September 30, 2025, equity income was net of amortization and accretion of basis differences and capitalized interests, which represents undistributed earnings, amortization of $ 5.9 million from PHP, $ 0.5 million from Breviloba, LLC, and accretion of $ 4.7 million from EPIC.

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,

The following table represents selected data for the Company’s ongoing EMI pipelines (on a 100 percent basis) for the three and nine months ended September 30, 2025 and 2024.

Three Months Ended September 30,

Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP

3 unchanged sentences

Net income (loss) 84,518 30,277 2,673 83,783 27,558 ( 5,159 )

Six Months Ended June 30,

Nine Months Ended September 30,

Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP

9 unchanged sentences

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.

Capitalized debt issuance cost and original debt discount were included in the Condensed Consolidated Balance Sheet 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.

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 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.

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The obligations under the Revolving Credit Agreement are guaranteed by the Company.

The aggregate fees and expenses paid directly to lenders and third parties in connection with the Revolving Credit 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.

The aggregate fees and expenses paid directly to lenders and third parties in connection with the Revolving Credit Agreement, totaled $ 6.9 million, which were capitalized as debt issuance costs, were included in “Deferred charges and other assets” on the Condensed Consolidated Balance Sheet and amortized over the term of the revolving credit facility to interest expense using straight-line 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, 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.

2 unchanged sentences

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.

On May 30, 2025, in connection with entry into the Term Loan Credit Agreement and the Revolving Credit Agreement, the Company repaid all outstanding borrowings under and extinguished (1) the 2022 term loan credit agreement, dated June 8, 2022 and (2) the 2022 revolving credit agreement, dated June 8, 2022.

The Company recorded a loss on debt extinguishment of $ 0.6 million for the extinguishment of these existing credit facilities.

Accounts Receivable Securitization Facility

2 unchanged sentences

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.

These receivables are held by Kinetik Receivables and pledged to secure the collectability of the sold receivables and are accounted for as secured borrowings.

The amount available for borrowing 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 September 30, 2025, eligible accounts receivable of $ 178.6 million were pledged to the Amended A/R Facility as collateral and $ 71.4 million was available to be invested by the purchasers.

Pursuant to Amendment No.

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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.

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 Sheet 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 were immaterial as of September 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.

These capitalized costs were included in the Condensed Consolidated Balance Sheet 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.

2 unchanged sentences

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,

Interest on the 2028 Notes is payable semi-annually in arrears on June 15 and December 15 of each year.

The following table summarizes the Company’s debt obligations as of September 30, 2025 and December 31, 2024:

September 30, December 31,

(In thousands)

16 unchanged sentences

Total long-term debt, net $ 3,956,330 $ 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.

(1) The effective interest rate was 5.08 % and 5.55 % as of September 30, 2025 and December 31, 2024, respectively.

(2) The effective interest rate of the Term Loan Credit Agreement was 5.89 % as of September 30, 2025.

The effective interest rate of the 2022 Term Loan Credit Agreement was 6.25 % as of December 31, 2024.

(3) The weighted average effective interest rate of the Revolving Credit Agreement was 5.89 % as of September 30, 2025.

The weighted average effective interest rate of the 2022 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.

Unamortized debt issuance costs associated with the revolving line of credit were $ 8.9 million and $ 3.8 million as of September 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.

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,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

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 Term Loan Credit Agreement and the 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.

As of September 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.

Our letters of credit obligations totaled $ 12.6 million as of September 30, 2025 and December 31, 2024.

As of September 30, 2025, the Revolving Credit Facility has a borrowing capacity of $ 804.4 million 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.

The fair value of the Company and its subsidiaries’ consolidated debt as of September 30, 2025 and December 31, 2024 was $ 4.19 billion and $ 3.52 billion, respectively.

On September 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.

ACCRUED EXPENSES

The following table provides the Company’s current accrued expenses on June 30, 2025 and December 31, 2024:

June 30, December 31,

The following table provides the Company’s current accrued expenses on September 30, 2025 and December 31, 2024:

September 30, December 31,

(In thousands)

6 unchanged sentences

Total accrued expenses $ 228,378 $ 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.

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.

Components of lease costs are included in the Condensed Consolidated Statements of Operations as “general and administrative expense” for real-estate leases and “operating expenses” for non-real estate leases.

Total operating lease costs were $ 15.2 million and $ 10.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 40.3 million and $ 28.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Short-term lease costs were $ 1.1 million and $ 1.2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 2.4 million and $ 7.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Variable lease cost was immaterial for the three and nine months ended September 30, 2025 and 2024.

The following table presents other supplemental lease information:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Right-of-use assets obtained in exchange for new operating lease liabilities

$ 17,003 $ 437 $ 34,735 $ 42,974

Weighted-average remaining lease term — operating leases (in years) 2.24 1.77 2.24 1.77

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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.

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.

During the nine months ended September 30, 2025, 7.9 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 97.6 million Common Units and an equal number of Class C Common Stock issued and outstanding as of September 30, 2025, including the 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 $ 4.40 billion as of September 30, 2025.

As of September 30, 2025, there were 64.1 million and 97.6 million shares, respectively, of Class A Common Stock and Class C Common Stock issued and outstanding (collectively, “Common Stock”).

Share Repurchase Program

In February 2023, the Board of Directors (the “Board”) approved a share repurchase program (“Repurchase Program”), authorizing discretionary purchases of the Company’s Class A Common Stock up to $ 100.0 million in 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.

2 unchanged sentences

The repurchases will depend on market conditions and may be discontinued at any time without prior notice.

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 no t repurchase any of its shares during the three months ended March 31, 2025.

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.

During the three and nine months ended September 30, 2025, the Company repurchased 2.4 million shares at a total cost of $ 100.0 million and 4.0 million shares at a total cost of $ 172.6 million, respectively.

Furthermore, during the third quarter of 2025, the Company retired the entirety of the 4.0 million shares of treasury stock it repurchased during the first nine months of 2025.

On August 1, 2025, the Company made cash dividend payments of $ 126.9 million to holders of Class A Common Stock and Common Units and reinvested $ 0.4 million in shares of Class A Common Stock.

For the nine months ended September 30, 2025, the Company made cash dividend payments of $ 373.8 million to holders of Class A Common Stock and Common Units and reinvested $ 1.1 million in shares of Class A Common Stock.

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

The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024:

September 30, 2025

Level 1 Level 2 Level 3 Total

22 unchanged sentences

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.

The Company recorded a contingent liability related to the Kings Landing Earn Out using Level 3 inputs, including projected spending and completion probability of the project.

Long-term debt’s carrying value can vary from fair value.

1 unchanged sentence

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.

There were no transfers between Levels 1, 2 or 3 of the fair value hierarchy during the nine months ended September 30, 2025 and 2024.

DERIVATIVES AND HEDGING ACTIVITIES

1 unchanged sentence

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

4 unchanged sentences

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 %.

As of September 30, 2025, the Company had 11 interest rate swap contracts with a notional amount of $ 1.18 billion that pays a fixed rate ranging from 3.02 % to 4.18 %.

Of the 11 interest rate swap contracts, nine will reach maturity on December 31, 2025 and the remaining two will reach maturity on December 31, 2026.

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,

September 30, December 31,

(In thousands)

2 unchanged sentences

Derivative liabilities - current $ 94 $ 1,206

Derivatives liabilities - noncurrent 332 —

Total derivative liabilities $ 426 $ 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,

The following table presents interest rate swap derivative activities for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(In thousands)

Realized (loss) gain on interest rate swaps

Realized gain on interest rate swaps

$ 750 $ 3,994 $ 406 $ 11,899

Favorable fair value adjustment

(Unfavorable) favorable fair value adjustment

$ ( 29 ) $ ( 8,342 ) $ 1,038 $ 9,129

8 unchanged sentences

These contracts are effective over the next 1 to 18 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

The following table presents detailed information of commodity swaps outstanding as of September 30, 2025 (in thousands, except volumes):

September 30, 2025

Commodity Unit Notional Volume

Net Fair Value

Natural Gas MMBtus 900,000 $ 38

NGL Gallons 142,674,000 3,770

5 unchanged sentences

The following table presents the fair value of derivative assets and liabilities related to commodity swaps:

June 30, December 31,

September 30, December 31,

(In thousands)

9 unchanged sentences

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,

The following table presents commodity swap derivatives activities for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(In thousands)

Realized loss on commodity swaps

Realized gain (loss) on commodity swaps

$ 5,533 $ ( 2,790 ) $ 220 $ ( 20,002 )

Favorable (unfavorable) fair value adjustment

(Unfavorable) favorable fair value adjustment

$ ( 952 ) $ 6,027 $ 13,351 $ ( 18,067 )

5 unchanged sentences

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:

The table below summarizes Class A Share and Class C Share activities for the nine months ended September 30, 2025:

Number of Shares

2 unchanged sentences

2,359,102 31.18

Outstanding and unvested shares at June 30, 2025

Outstanding and unvested shares at September 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,

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 nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Grant-date fair value of vested Class A Shares $ — $ 834 $ 73,545 $ 1,346

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.

No vesting or forfeiture occurred for Class C Shares for the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025, there were $ 8.3 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 0.42 years.

3 unchanged sentences

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:

The table below summarizes RSUs activities for the nine months ended September 30, 2025:

Number of Shares

3 unchanged sentences

293,944 46.40

Outstanding and unvested shares at June 30, 2025 (2)

Outstanding and unvested shares at September 30, 2025 (1)

965,663 $ 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,

(1) The weighted average grant-date fair market value per unit of outstanding and unvested shares at September 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 nine months ended September 30, 2025 and 2024.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Grant-date fair value of vested RSUs $ 1,021 $ 372 $ 13,618 $ 11,243

As of June 30, 2025, there were $ 24.5 million of unrecognized compensation costs related to the RSUs.

As of September 30, 2025, there were $ 17.7 million of unrecognized compensation costs related to the RSUs.

These costs are expected to be recognized over a weighted average period of 1.42 years.

6 unchanged sentences

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:

The table below summarizes PSU activities for the nine months ended September 30, 2025:

Number of Shares

2 unchanged sentences

Granted 148,794 40.66

Outstanding and unvested shares at June 30, 2025 (1)

Outstanding and unvested shares at September 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.

(1) The weighted average grant-date fair market value per unit of outstanding and unvested shares at September 30, 2025 includes modifications made during 2025.

No vesting or forfeiture occurred for PSUs for the three and nine months ended September 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:

4 unchanged sentences

Expected term

As of June 30, 2025, there were $ 10.6 million of unrecognized compensation costs related to the PSUs.

As of September 30, 2025, there were $ 9.2 million of unrecognized compensation costs related to the PSUs.

These costs are expected to be recognized over a weighted average period of 1.53 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.

With respect to the above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $ 14.2 million and $ 15.2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 44.6 million and $ 52.9 million for the nine months ended September 30, 2025 and 2024, respectively.

In addition, during the first nine months 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.

As a result of the modifications, the Company is to recognize $ 2.9 million in additional stock-based compensation cost, which is amortized over the remaining term of respective equity awards.

The Company is subject to U.S.

1 unchanged sentence

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,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Effective tax rate 6.66 % 8.99 % 9.15 % 8.53 %

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.

The effective tax rate for the three and nine months ended September 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 nine months ended September 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.

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,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

21 unchanged sentences

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.

As of September 30, 2025 and December 31, 2024, there were no accruals for loss contingencies.

The Company is a party to various legal actions arising in the ordinary course of its business.

2 unchanged sentences

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.

There were no litigation-related accrued reserves as of September 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.

Given the counterparties’ sufficient creditworthiness and the valid claims, we hold, no allowance has currently been established for these items as we have legally enforceable agreements with these parties.

Environmental Matters

4 unchanged sentences

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.

The estimated environmental matter-related liability was $ 24.0 million as of September 30, 2025 and December 31, 2024.

The estimated environmental matter-related liability was classified as a noncurrent liability and included in “Other liabilities” in the Condensed Consolidated Balance Sheet as of September 30, 2025 as the Company expects the matter to be settled beyond the next 12 months.

Contingent Liabilities

1 unchanged sentence

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.

Pursuant to the Durango MIPA, Durango (the “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.

1 unchanged sentence

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.

As of closing of the Durango Acquisition, the Company recorded an initial contingent liability based on the project’s completion probability and projected spend.

The estimated contingent liability associated with the Kings Landing Project was $ 10.4 million and $ 4.7 million as of September 30, 2025 and December 31, 2024, respectively.

The Company recorded a change in fair value of the contingent liability of $ 5.7 million in “Costs of sales (excluding depreciation and amortization)” in the Condensed Statement of Operations for the three and nine months ended September 30, 2025.

This contingent liability was settled in late October.

Permian Gas Acquisition

2 unchanged sentences

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.

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.

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 four years ;

therefore, no contingent consideration liability is accrued as of September 30, 2025 and December 31, 2024.

Midstream Logistics and Pipeline Transportation are our operating segments representing the Company’s segments for which discrete financial information are available and 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.

3 unchanged sentences

• 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.

The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal.

• Pipeline Transportation:

2 unchanged sentences

The current operating pipelines transport crude oil, natural gas and NGLs.

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.

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, fair value adjustments to contingent liabilities, 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.

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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.

Corporate and Other activities contain the Company’s executive and administrative functions, including more than 78 % of the Company’s general and administrative expenses and all of the Company’s debt service costs.

The Company regularly provides management reports to the CODM that include cost of sales, operating, general and administrative expenses related to the segments, which are all considered to be significant.

The following tables present the Segment Adjusted EBITDA of the Company’s reportable segments and reconciliations of the segment profits to consolidated income before income tax expenses for the three and six months ended June 30, 2025 and 2024:

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the three months ended June 30, 2025

For the three months ended September 30, 2025

(In thousands)

20 unchanged sentences

Other interest income — — 166 — 166

Gain on disposal of assets, net

Commodity hedging unrealized gain 37,743 — — — 37,743

Equity in earnings of unconsolidated affiliates — 58,289 — — 58,289

6 unchanged sentences

— — 14,229 — 14,229

Loss on debt extinguishment — — 635 — 635

Loss on disposal of assets, net

Commodity hedging unrealized loss

6,485 — — — 6,485

Contingent liabilities fair value adjustment 5,700 — — — 5,700

Integration costs 6,552 — 98 — 6,650

Acquisition / divestiture transaction costs

— — 812 — 812

Other one-time costs or amortization ( 12 ) — 3,928 — 3,916

3 unchanged sentences

Elimination Consolidated

For the three months ended June 30, 2024

For the three months ended September 30, 2024

(In thousands)

19 unchanged sentences

Other interest income — — 572 — 572

Gain on disposal of assets, net

Gain on sale of equity method investment — 29,953 — — 29,953

6 unchanged sentences

Share-based compensation — — 15,171 — 15,171

Loss on debt extinguishment — — 525 — 525

Contingent liabilities fair value adjustment 1,400 — — — 1,400

Integration costs 1,208 — 1,332 2,540

3 unchanged sentences

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

(In thousands)

22 unchanged sentences

Commodity hedging unrealized gain

13,131 — — — 13,131

Equity in earnings of unconsolidated affiliates — 174,472 — — 174,472

7 unchanged sentences

Loss on debt extinguishment — — 635 — 635

Contingent liabilities fair value adjustment 5,700 — — — 5,700

Integration costs 10,999 — 1,622 — 12,621

Acquisition / divestiture transaction costs

— — 812 — 812

Other one-time costs or amortization 3,702 — 12,006 — 15,708

2 unchanged sentences

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

(In thousands)

20 unchanged sentences

Other interest income — — 1,459 — 1,459

Commodity hedging unrealized gain 1,935 — — — 1,935

Gain on sale of equity method investment — 89,837 — — 89,837

9 unchanged sentences

4,090 — — — 4,090

Commodity hedging unrealized loss

6,883 — — — 6,883

Loss on debt extinguishment — — 525 — 525

Contingent liabilities fair value adjustment 1,400 — — — 1,400

Integration costs 1,792 — 3,299 — 5,091

10 unchanged sentences

(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.

(4) Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, fair value adjustments to contingent liabilities, 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;

1 unchanged sentence

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.

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:

The following tables present other segment expenses that are not included in the segment profit measurements above for the three and nine months ended September 30, 2025 and 2024:

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the three months ended June 30, 2025

For the three months ended September 30, 2025

(In thousands)

2 unchanged sentences

$ 171,824 $ 2 $ — $ 171,826

For the three months ended June 30, 2024

For the three months ended September 30, 2024

Income tax expenses $ — $ — $ 8,260 $ 8,260

2 unchanged sentences

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

(In thousands)

2 unchanged sentences

$ 388,988 $ 245 $ — $ 389,233

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Income tax expenses $ — $ — $ 21,261 $ 21,261

1 unchanged sentence

$ 158,171 $ 5,378 $ — $ 163,549

June 30, December 31,

September 30, December 31,

Total assets:

7 unchanged sentences

Total assets $ 7,202,073 $ 6,814,937

(1) Corporate and Other represents those results that:

(1) Corporate and Other activities represents those results that:

(i) are not specifically attributable to an operating segment;

1 unchanged sentence

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.

(2) The Pipeline Transportation segment includes investments in unconsolidated affiliates of $ 2.09 billion and $ 2.12 billion as of September 30, 2025 and December 31, 2024, respectively.

(3) Excludes capital assets acquired in business combinations and 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.

(4) Excludes contributions or acquisitions made in the Company’s EMIs that are included in the Pipeline Transportation segment.

See Note 6—Equity Method Investment s in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.

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.

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.

On October 31, 2025, the Company consummated the previously announced EPIC Sale with affiliates of Diamondback Energy, Inc (together with the Company, the “Sellers”) and affiliates of Plains All American Pipeline, L.P.

(the “Buyer”) to sell, collectively, 55.5 % outstanding interests in EPIC.

The Company received $ 504.2 million of upfront cash consideration in exchange for its respective 27.5 % interest in EPIC.

In addition, the Company can receive approximately $ 96.0 million attributable to an earn out, payable upon the approval by the board of directors of the general partner of EPIC of one or more capital projects that achieve certain capacity expansion criteria.

On October 15, 2025, the Board declared a cash dividend of $ 0.78 per share on the Company’s Class A Common Stock payable to stockholders of record as of October 27, 2025 on October 31, 2025.

Subsequent to the quarter ended September 30, 2025, the Company repurchased 0.1 million shares of its outstanding Class A Common Stock for a total cost of $ 3.5 million.

The Company has repurchased 4.1 million shares of its outstanding Class A Common Stock for a total cost of $ 176.0 million under its Repurchase Program, of which 4.1 million shares held as treasury stock was retired, year to date as of November 5, 2025.

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.

What changed 10-Q

Item 1. Financial Statements