What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-08 · 135 added, 147 removed, 219 unchanged (56% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis addresses the results of our operations for the three and six months ended June 30, 2025, as compared to our results of operations for the same period in 2024.

The following discussion and analysis addresses the results of our operations for the three and nine months ended September 30, 2025, as compared to our results of operations for the same period in 2024.

Please read the following discussion of our financial condition and results of operations in conjunction with the financial statements and notes thereto included elsewhere in this report.

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Our Operations and Segments

We have two reportable segments which are strategic business units with various products and services.

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

We have two reportable segments with revenue streams from various products and services.

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

The Pipeline Transportation segment consists of three EMI pipelines originating in the Permian Basin with various access points to the U.S.

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The Midstream Logistics segment provides gas gathering and processing services with over 4,300 miles of low and high-pressure steel pipeline located throughout the Delaware Basin, including over 2,300 miles of gas pipeline acquired through the Durango Acquisition, over 200 miles of gas pipeline acquired through the Barilla Draw Acquisition, and over 630,000 horsepower of compression capacity.

Gas processing assets are centralized at seven processing complexes with total cryogenic processing capacity of approximately 2.2 Bcf/d and over 2.4 Bcf/d once the Kings Landing Project is complete in the third quarter of 2025.

Gas processing assets are centralized at eight processing complexes with total cryogenic processing capacity totaling over 2.4 Bcf/d.

Crude Oil Gathering, Stabilization and Storage Services.

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Recent Developments

Term Loan Credit Agreement

On May 30, 2025, the Partnership entered into a term loan credit agreement, which provides a $1.15 billion senior unsecured credit facility maturing on May 30, 2028 (the “Term Loan Credit Agreement”).

Revolving Credit Agreement

On May 30, 2025, the Partnership entered into a revolving credit agreement that provides a $1.60 billion senior unsecured revolving credit facility, which includes a $200 million sublimit for the issuance of letters of credit, and a $300 million sublimit for swingline loans (the “Revolving Credit Agreement”).

All borrowing under this revolving credit facility will mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement.

Repayment of Existing Credit Facilities

On May 30, 2025, in connection with entry into the Term Loan Credit Agreement and Revolving Credit Agreement, the Company repaid all outstanding borrowings and extinguished (1) the term loan credit agreement, dated June 8, 2022, by and among the Partnership and PNC Bank, National Association, as administrative agent, and the banks and other financial institutions party thereto, as lenders (the “2022 Term Loan Credit Agreement”) and (2) the revolving credit agreement, dated June 8, 2022, by and among the Partnership and Bank of America, N.A., as administrative agent, and the banks and other financial institutions party thereto, as lenders (the “2022 Revolving Credit Agreement”).

The Company recorded a loss on debt extinguishment of $0.6 million for the extinguishment of the 2022 Term Loan Credit Agreement and 2022 Revolving Credit Agreement.

Accounts Receivable Securitization Facility

On April 1, 2025, the Partnership entered into an amendment to its accounts receivable securitization facility dated April 2, 2024 (as amended, the “Amended A/R Facility”) to, among other things, increase the facility limit to $250.0 million and extend the scheduled termination date to March 31, 2026.

On August 30, 2025, Altus Midstream Processing LP, a Delaware limited partnership (“Altus”) and indirect subsidiary of the Company, Kinetik EC Holdco LLC, a Delaware limited liability company and indirect subsidiary of the Company (“Kinetik EC” and, together with Altus, the “Kinetik Sellers”), and, solely for the purposes set forth therein, Kinetik Holdings LP, a subsidiary of the Company, entered into a Purchase and Sale Agreement with Rattler Midstream Operating LLC, a Delaware limited liability company (“Rattler”), Rattler OMOG LLC, a Delaware limited liability company (“Rattler OMOG” together with Rattler, the “Diamondback Sellers” and, the Diamondback Sellers together with the Kinetik Sellers, the “Sellers”), Plains BK Holdco LLC, a Delaware limited liability company (“Buyer”), and, solely for the purposes set forth therein, each of Plains All American Pipeline, L.P., a Delaware limited partnership, and Rattler Midstream LP, a Delaware limited partnership, pursuant to which the Sellers have agreed to sell all of their respective partnership interests in EPIC, collectively representing 55% of the outstanding interests in EPIC, to Buyer for a total purchase price of approximately $1.8 billion (the “EPIC Sale”), consisting of approximately $1.6 billion of cash (subject to customary adjustments, including deductions for outstanding indebtedness) to be paid at closing (the “Purchase Price”) and an additional $192.5 million of contingent cash in the form of 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 (the “Earn Out”).

On October 31, 2025, the Company consummated the EPIC Sale and received $504.2 million of upfront cash consideration in exchange for its 27.5% interest in EPIC.

In addition, the Company can receive approximately $96 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.

Factors Affecting Our Business

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The volatility and uncertainty of natural gas, crude oil and NGL prices impact drilling, completion and other investment decisions by producers and ultimately supply to our systems.

Although ongoing armed conflicts might generate commodity price upward pressure, and our operations could benefit in an environment of higher natural gas, NGLs and condensate prices, the instability of the international political environment and human and economic hardship resulting from the conflicts would have a highly uncertain impact on the U.S.

In addition, the instability of the international political environment and human and economic hardship resulting from the armed conflicts would have a highly uncertain impact on the U.S.

economy, which in turn, might affect our business and operations adversely.

Moreover, the impact of new and proposed tariffs by the Trump Administration and foreign governments is highly uncertain.

Moreover, the impact of tariffs imposed by the Trump Administration and foreign governments is highly uncertain.

Our product sales revenue is exposed to commodity price fluctuations.

Therefore, commodity price decline and sustained periods of low natural gas, NGL, and condensate prices could have an adverse effect on our product revenue stream.

The Company continues to monitor commodity prices closely and may enter into commodity price hedges from time to time as necessary to mitigate the volatility risk.

The Company continues to monitor commodity prices closely and may enter into commodity price hedges to mitigate the volatility risk.

In addition, the Company, when economically appropriate, enters into fee-based and NGL arbitrage arrangements that insulate the Company from commodity price volatility.

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Inflation and Interest Rates

The annual rate of inflation in the United States was 2.7% in June 2025 as measured by the Consumer Price Index.

In light of the recent economic activity, unemployment levels and tariffs proposed and implemented by the Trump Administration, the Federal Open Market Committee (the “FOMC”) decided to maintain the target range for the federal funds rate at 4.25 % - 4.50% during its meeting in July 2025.

During the meeting, the FOMC noted although recent economic indicators suggest that growth of economic activity moderated in the first half of the year and labor market conditions remain solid, uncertainty about the economic outlook remains elevated and inflation remains somewhat elevated.

The FOMC also noted that it is attentive to the risks to both sides of its dual mandate and is committed achieve maximum employment and inflation of 2.00% over the long run.

The annual rate of inflation in the United States was 3.0% in September 2025 as measured by the Consumer Price Index.

In light of the recent economic activity and labor market conditions, the Federal Open Market Committee (the “FOMC”) decided to lower the target range for the federal funds rate to 3.75% - 4.00 % during its meeting in October 2025.

During the meeting, the FOMC noted that the economic activity has been expanding at a moderate pace;

job gains have slowed, the unemployment rate has edged up but remains low, and inflation has moved up and remains somewhat elevated.

The FOMC also noted that it remains attentive to the risks to both sides of its dual mandate, judges that downside risks to employment have risen in recent months and seeks to achieve maximum employment and inflation at the rate of 2.00%.

The Company will continue to monitor the FOMC’s monetary policy and interest rate movement.

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

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

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

2025 2024 % Change 2025 2024 % Change

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Operating costs and expenses:

Cost of sales (exclusive of depreciation and amortization) (1)

Cost of sales (excluding depreciation and amortization) (1)

235,391 144,586 63 % 615,452 444,786 38 %

Operating expense 68,045 44,068 54 % 131,648 87,474 50 %

Operating expenses

76,137 55,804 36 % 207,785 143,278 45 %

Ad valorem taxes 7,099 5,896 20 % 20,449 18,400 11 %

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Depreciation and amortization expenses 95,409 87,583 9 % 281,845 236,250 19 %

(Gain) loss on disposal of assets, net (25) (76) (67 %) (65) 4,090 (102 %)

Loss (gain) on disposal of assets, net

50 — 100 % (15) 4,090 (100 %)

Total operating costs and expenses 444,182 323,488 37 % 1,217,448 941,650 29 %

1 unchanged sentence

Other income (expense):

Interest and other income 2,732 309 NM 3,517 400 NM

Interest and other income 303 1,872 (84 %) 3,820 2,272 68 %

Loss on debt extinguishment — — — % (635) (525) 21 %

Gain on sale of equity method investments — 59,884 (100 %) — 59,884 (100 %)

Gain on sale of equity method investment

— 29,953 (100 %) — 89,837 (100 %)

Interest expense (61,721) (66,029) (7 %) (173,949) (167,545) 4 %

Equity in earnings of unconsolidated affiliates 58,289 53,244 9 % 174,472 169,668 3 %

Total other income, net 4,288 61,574 (93 %) 6,837 74,667 (91 %)

Total other (expense) income, net

(3,129) 19,040 (116 %) 3,708 93,707 (96 %)

Income before income taxes 16,658 91,914 (82 %) 120,230 249,270 (52 %)

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Net income including noncontrolling interest $ 15,549 $ 83,654 (81 %) $ 109,227 $ 228,009 (52 %)

(1) Costs of sales (excluding depreciation and amortization) is net of gas service fees totaling $73.6 million and $54.7 million for the three months ended June 30, 2025 and 2024, respectively, and $135.8 million and $99.2 million for the six months ended June 30, 2025 and 2024, respectively, for certain volumes, where we act as principal.

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

NM - Not meaningful

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

For the three months ended June 30, 2025, revenue increased $67.3 million, or 19%, to $426.7 million, compared to $359.5 million for the same period in 2024.

The increase was primarily driven by higher service and product revenue from the Durango Acquisition completed in June 2024 and the Barilla Draw Acquisition completed in January 2025.

Service revenue

Service revenue consists of service fees paid to us by our customers for providing comprehensive gathering, treating, processing and produced water disposal necessary to bring natural gas, NGLs and crude oil to market.

Service revenue for the three months ended June 30, 2025, increased by $16.2 million, or 17%, to $112.7 million, compared to $96.4 million for the same period in 2024.

This increase was driven by higher period-over-period gas gathering fees of $14.0 million.

Period-over-period gathered and processed gas volumes increased by 377.8 MMcf per day, or 20% and 181.2 MMcf per day, or 12%, respectively.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

For the three months ended September 30, 2025, revenue increased by $67.6 million, or 17%, to $464.0 million, compared to $396.4 million for the same period in 2024.

The increase was primarily driven by higher product revenues related to higher NGL and condensate volumes sold.

Service revenue for the three months ended September 30, 2025 was flat as compared to the same period in 2024.

However, period-over-period gathered and processed gas volumes increased by 307.1 MMcf per day, or 15% and 188.6 MMcf per day, or 11%, respectively.

As the total gathered and processed gas volumes where we function as the agent decreased period-over-period, the change in net gas gathering fees presented as revenues were flat versus the expected increase.

Of the increase, Durango’s operations accounted for 45.3 MMcf per day and 102.1 MMcf per day of gathered and processed gas volume, respectively.

Over 97% of service revenues are included in the Midstream Logistics segment for the three months ended June 30, 2025.

Over 97% of service revenues are included in the Midstream Logistics segment for the three months ended September 30, 2025.

Product revenue

Product revenue consists of commodity sales (including condensate, natural gas residue and NGLs).

Product revenue for the three months ended June 30, 2025, increased by $51.5 million, or 20%, to $311.6 million, compared to $260.1 million for the same period in 2024, primarily due to increased NGL, condensate and natural gas residue volumes sold and increased natural gas residue prices.

Period-over-period NGL and condensate volumes sold increased 3.8 million barrels, or 39%, of which, Durango’s operations accounted for 1.5 million barrels.

Period-over-period natural gas residue volumes sold increased 2.3 million MMBtu, or 23%, of which Durango’s operations accounted for most of the increase.

Period-over-period natural gas prices increased $0.75 per MMBtu, or 70%, which also contributed to the increase in product revenue.

These increases were partially offset by decreases in NGL and condensate prices of $8.45 per barrel, or 11%, and $2.81 per barrel, or 12%, respectively.

Product revenue for the three months ended September 30, 2025, increased by $67.2 million, or 23%, to $357.6 million, compared to $290.4 million for the same period in 2024, primarily driven by an increase in NGL and condensate volumes sold, partially offset by decreases in natural gas residue volumes sold and NGL and condensate prices.

Period-over-period NGL and condensate volumes sold increased 2.4 million barrels, or 22%.

The increase in volumes sold was partially offset by decreases in period-over-period NGL and condensate prices of $2.05 per barrel, or 10% and $8.87 per barrel, or 12%, respectively.

Period-over-period natural gas residue volumes sold decreased 4.0 million MMBtu, or 21%, partially offset by an increase in natural gas prices of $0.64 per MMBtu, or 67%.

Product revenues are included entirely in the Midstream Logistics segment.

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Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties.

For the three months ended June 30, 2025, cost of sales increased $10.2 million, or 7%, to $156.7 million, compared to $146.5 million for the same period in 2024.

The increase was primarily driven by the aforementioned period-over-period increases in NGL, condensate and natural gas residue volumes sold and higher natural gas residue prices, partially offset by decreases in NGL and condensate prices.

Over 99% of costs of sales (excluding depreciation and amortization) is included in the Midstream Logistics segment.

For the three months ended September 30, 2025, cost of sales increased by $90.8 million, or 63%, to $235.4 million, compared to $144.6 million for the same period in 2024.

The increase was primarily driven by the aforementioned period-over-period increases in NGL and condensate volumes sold and higher natural gas residue prices, partially offset by decreases in natural gas volumes sold and NGL and condensate prices.

The increase was also driven by a fair value adjustment to the Kings Landing earn out contingent liability of $5.7 million.

Costs of sales (excluding depreciation and amortization) is included in the Midstream Logistics segment.

Operating expenses

Operating expenses increased by $24.0 million, or 54%, to $68.0 million for the three months ended June 30, 2025, compared to $44.1 million for the same period in 2024.

Of the total increase, $13.5 million was driven by Durango’s operations that were acquired in June 2024, which had a full quarter of operations in 2025 compared to one week of operations in the same period of 2024, and $7.1 million was driven by the Barilla Draw operations acquired in January 2025.

Operating expenses increased by $20.3 million, or 36%, to $76.1 million for the three months ended September 30, 2025, compared to $55.8 million for the same period in 2024.

Of the total increase, $5.5 million was driven by Durango’s operations and the start-up of the Kings Landing plant, and $6.3 million was driven by Barilla Draw operations acquired in January 2025.

The remaining increase was primarily driven by increases in utility costs of $8.4 million.

Over 99% of operating expenses are included in the Midstream Logistics segment.

General and administrative expenses

General and administrative expenses decreased by $6.8 million, or 22% to $24.2 million for the three months ended June 30, 2025, compared to $31.1 million for the same period in 2024.

The decrease was mainly driven by lower share-based compensation of $5.4 million related to certain equity awards that were modified upon the retirement of a former employee and the vesting of certain RSUs in the first quarter of 2024.

The remaining decrease is related to lower professional fees associated with the prior year Durango Acquisition.

Depreciation and amortization expense

Depreciation and amortization expense increased by $18.7 million, or 25% to $93.8 million for the three months ended June 30, 2025, compared to $75.1 million for the same period in 2024.

Of the total increase, $12.5 million was driven by the Durango Acquisition that was completed during June of 2024 and $2.4 million is from the Barilla Draw Acquisition completed in January 2025.

The remaining increase of $3.8 million was driven by assets placed into service since the second quarter of 2024.

Depreciation and amortization expense increased by $7.8 million, or 9% to $95.4 million for the three months ended September 30, 2025, compared to $87.6 million for the same period in 2024.

Of the total increase, $2.4 million was from the Barilla Draw Acquisition completed in January 2025.

The remaining increase was driven by assets placed into service since the second quarter of 2024.

Other Income (Expenses)

Gain on sale of equity method investments

The gain on a sale of equity method investment decreased by $59.9 million, or 100%, for the three months ended June 30, 2025, compared to the same period in 2024.

The decrease was related to the GCX divestiture consummated in the second quarter of 2024.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

For the six months ended June 30, 2025, revenue increased $169.2 million, or 24%, to $870.0 million, compared to $700.9 million for the same period in 2024.

Gain on sale of equity method investment

The gain on sale of equity method investment decreased by $30.0 million, or 100%, for the three months ended September 30, 2025, compared to the same period in 2024.

The decrease was related to the GCX divestiture consummated in the second quarter of 2024 and the related earn out that was realized during the third quarter of 2024.

Income Tax Expense

Income tax expense decreased by $7.2 million, or 87% to $1.1 million for the three months ended September 30, 2025, compared to $8.3 million for the same period in 2024.

The decrease is primarily driven by lower income before income taxes for the three months ended September 30, 2025

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025, revenue increased by $236.8 million, or 22%, to $1.33 billion, compared to $1.10 billion for the same period in 2024.

The increase was primarily driven by higher service and product revenue from the Durango Acquisition completed in June 2024 and the Barilla Draw Acquisition completed in January 2025.

Service revenue

Service revenue consists of service fees paid to us by our customers for providing comprehensive gathering, treating, processing and water disposal services necessary to bring natural gas, NGLs and crude oil to market.

Service revenue for the six months ended June 30, 2025, increased by $42.0 million, or 21%, to $240.6 million, compared to $198.6 million for the same period in 2024.

Service revenue for the nine months ended September 30, 2025, increased by $42.2 million, or 14%, to $343.9 million, compared to $301.7 million for the same period in 2024.

The increase was primarily driven by higher period-over-period gas gathering fees of $37.4 million.

Total gathered and processed gas volumes increased 404.1 MMcf per day, or 22% and 217.0 MMcf per day, or 14%, respectively.

Period-over-period gathered and processed gas volumes increased 376.8 MMcf per day, or 20% and 210.8 MMcf per day, or 13%, respectively.

Of the increase, Durango’s operations accounted for 170.4 MMcf per day and 161.0 MMcf per day of gathered and processed gas volume, respectively.

Over 97% of service revenues are included in the Midstream Logistics segment for the six months ended June 30, 2025.

Over 97% of service revenues are included in the Midstream Logistics segment for the nine months ended September 30, 2025.

Product revenue

Product revenue consists of commodity sales (including condensate, natural gas residue and NGLs).

Product revenue for the six months ended June 30, 2025, increased by $127.4 million, or 26%, to $624.1 million, compared to $496.7 million for the same period in 2024, primarily due to increased NGL, condensate and natural gas residue volumes sold and increased natural gas residue prices.

Period-over-period NGL and condensate volumes sold increased 7.1 million barrels, or 37%, of which, Durango’s operations accounted for 2.9 million barrels.

Period-over-period natural gas residues volumes sold increased 0.9 million MMBtu, or 4%, of which Durango’s operations accounted for 4.1 million MMBtu.

Period-over-period natural gas prices increased $0.77 per MMBtu, or 51%, which also contributed to the increase in product revenue.

These increases were partially offset by decreases in NGL and condensate prices of $6.11 per barrel, or 8%, and $1.29 per barrel, or 6%, respectively.

Product revenue for the nine months ended September 30, 2025, increased by $194.6 million, or 25%, to $981.7 million, compared to $787.1 million for the same period in 2024, primarily due to increased NGL and condensate volumes sold and increased natural gas residue prices.

Period-over-period NGL and condensate volumes sold increased 9.5 million barrels, or 32%, of which, Durango’s operations accounted for 3.4 million barrels, partially offset by decreases in NGL and condensate prices of $1.53 per barrel, or 7% and $8.70 per barrel, or 12%, respectively.

The increase in product revenue was also driven by period-over-period increases in natural gas residue prices of $0.74 per MMBtu, or 58%, partially offset by a decrease in period-over-period natural gas residue volumes sold of 8.3 million MMBtu, or 18%.

Product revenues are included entirely in the Midstream Logistics segment.

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For the six months ended June 30, 2025, cost of sales increased $79.9 million, or 27%, to $380.1 million, compared to $300.2 million for the same period in 2024.

As discussed above, the increase was primarily driven by period to period increases in NGL, condensate and natural gas residue volumes sold and higher natural gas residue prices, partially offset by decreases in NGL and condensate prices.

Over 99% of cost of sales (exclusive of depreciation and amortization) is included entirely in the Midstream Logistics segment.

For the nine months ended September 30, 2025, cost of sales increased by $170.7 million, or 38%, to $615.5 million, compared to $444.8 million for the same period in 2024.

As discussed above, the increase was primarily driven by period-over-period increases in NGL and condensate volumes sold and higher natural gas residue prices, partially offset by decreases in NGL and condensate prices and natural gas residue volumes sold.

The increase was also driven by a fair value adjustment to Kings Landing earn out contingent liability of $5.7 million.

Over 100% of cost of sales (excluding depreciation and amortization) is included entirely in the Midstream Logistics segment.

Operating expenses

Operating expenses increased by $44.2 million, or 50%, to $131.6 million for the six months ended June 30, 2025, compared to $87.5 million for the same period in 2024.

Of the total increase, $27.7 million was driven by Durango’s operations that were acquired in June of 2024, which had a full six months of operations in 2025 compared to one week of operations in the same period in 2024, and $9.7 million was driven by the Barilla Draw operations acquired in January 2025.

Operating expenses increased by $64.5 million, or 45%, to $207.8 million for the nine months ended September 30, 2025, compared to $143.3 million for the same period in 2024.

Of the total increase, $33.2 million was driven by Durango’s operations that were acquired in late June 2024, which had a full nine months of operations in 2025 compared to one quarter of operations in the same period in 2024, and $16.0 million was driven by the Barilla Draw operations acquired in January 2025.

The remaining increase was primarily driven by increases in utility costs of $14.2 million.

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Depreciation and amortization expense

Depreciation and amortization expense increased by $37.8 million, or 25% to $186.4 million for the six months ended June 30, 2025, compared to $148.7 million for the same period in 2024.

Of the total increase, $25.8 million was driven by the Durango Acquisition that was completed in June of 2024 and $4.8 million is from the Barilla Draw Acquisition completed in January 2025.

Depreciation and amortization expense increased by $45.6 million, or 19%, to $281.8 million for the nine months ended September 30, 2025, compared to $236.3 million for the same period in 2024.

Of the total increase, $26.8 million was driven by the Durango Acquisition that was completed in late June 2024 and $7.2 million is from the Barilla Draw Acquisition completed in January 2025.

The remaining increase of $11.6 million was driven by assets placed in service since the second quarter of 2024.

Other Income (Expenses)

Gain on sale of equity method investments

Gain on sale of equity method investments decreased by $59.9 million, or 100%, for the six months ended June 30, 2025, compared to the same period in 2024.

The decrease was related to the GCX Sale consummated in the second quarter of 2024.

Gain on sale of equity method investment decreased by $89.8 million, or 100%, for the nine months ended September 30, 2025, compared to the same period in 2024.

The decrease was related to the GCX divestiture, which was consummated in the second quarter of 2024.

Interest expense

Interest expense increased by $10.7 million, or 11%, to $112.2 million for the six months ended June 30, 2025, compared to $101.5 million for the same period in 2024.

The increase in interest expense was primarily driven by a decrease in realized and unrealized gains on interest rate swaps totaling $16.4 million.

The increase was partially offset by an increase in capitalized interest of $5.9 million related to the ongoing Kings Landing Project.

Interest expense increased by $6.4 million, or 4%, to $173.9 million for the nine months ended September 30, 2025, compared to $167.5 million for the same period in 2024.

The increase in interest expense was primarily driven by a decrease in net realized and unrealized gains on interest rate swaps totaling $8.1 million and an increase in interest expenses of $5.2 million due to higher outstanding debt balances.

The increase was partially offset by an increase in capitalized interest of $7.4 million related to the Kings Landing Project.

Refer to Note—12 Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements regarding the Company’s strategy in managing interest rate risk.

Income Tax Expense

Income tax expense decreased by $10.3 million, or 48% to $11.0 million for the nine months ended September 30, 2025, compared to $21.3 million for the same period in 2024.

The decrease is primarily driven by lower income before income taxes for the nine months ended September 30, 2025.

Key Performance Metrics

Adjusted EBITDA

Adjusted EBITDA is defined as net income including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income and gain from sale of investments recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges.

Adjusted EBITDA is defined as net income including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income and gain from sale of investments recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, fair value adjustments to contingent liabilities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges.

Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

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The following table presents a reconciliation of the GAAP financial measure of net income including noncontrolling interest to the non-GAAP financial measure of Adjusted EBITDA.

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

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

2025 2024 % Change 2025 2024 % Change

9 unchanged sentences

Share-based compensation 14,229 15,171 (6 %) 44,577 52,868 (16 %)

(Gain) loss on disposal of assets, net

Loss (gain) on disposal of assets, net

50 — 100 % (15) 4,090 (100 %)

2 unchanged sentences

6,485 — 100 % — — — %

Contingent liability fair value adjustment

5,700 1,400 NM 5,700 1,400 NM

Integration costs

6,650 2,540 162 % 12,621 5,091 148 %

Acquisition transaction costs

— 3,232 (100 %) — 3,232 (100 %)

Acquisition / divestiture transaction costs

812 31 NM 812 3,538 (77 %)

Other one-time cost or amortization 3,916 3,717 5 % 15,708 8,448 86 %

3 unchanged sentences

— 29,953 (100 %) — 89,837 (100 %)

Equity income from EMI's 58,705 55,955 5 % 116,183 116,424 — %

Equity in earnings of unconsolidated affiliates

58,289 53,244 9 % 174,472 169,668 3 %

Adjusted EBITDA $ 242,634 $ 265,683 (9 %) $ 735,584 $ 733,644 — %

NM - not meaningful

Adjusted EBITDA increased by $8.5 million, or 4%, to $242.9 million for the three months ended June 30, 2025, compared to $234.4 million for the same period in 2024.

As discussed in the Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q, $39.6 million of the increase was due to increased total operating revenue of $67.3 million, offset by increased cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expense totaling $27.7 million.

The increase was also driven by an increase in other income of $2.4 million and higher proportionate EBITDA from our EMI pipelines of $2.2 million.

These increases were partially offset by an increase in unrealized gain in commodity hedging activities of $29.5 million, a decrease in stock based compensation of $5.4 million and decreases in integration, transaction and other one-time costs or amortization of $0.7 million.

Adjusted EBITDA increased by $25.0 million, or 5%, to $492.9 million for the six months ended June 30, 2025, compared to $468.0 million for the same period in 2024.

As discussed in the Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report Form 10-Q, $47.7 million of the increase was due to increased total operating revenue of $169.2 million, offset by increased cost of sales (exclusive of depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses totaling $121.5 million.

The increase in Adjusted EBITDA was also driven by increases in integration, transaction and other one-time costs or amortization of $7.0 million, other income of $2.9 million and proportionate EBITDA from our EMI pipelines of $1.3 million.

These increases were partially offset by an increase in unrealized gain in commodity hedging activities of $26.5 million and a decrease in stock based compensation of $7.3 million.

For the three months ended September 30, 2025, Adjusted EBITDA decreased by $23.0 million, or 9%, to $242.6 million, compared to $265.7 million for the same period in 2024.

As discussed in Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report, the decrease was primarily driven by increased cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expense totaling $112.8 million, partially offset by an increase in operating revenue of $67.6 million.

Further offsetting the increases in expenses were period over period net changes in unrealized gain / loss in commodity hedging activities of $15.3 million, and higher fair value adjustments to contingent liabilities of $4.3 million.

Adjusted EBITDA increased by $1.9 million, to $735.6 million for the nine months ended September 30, 2025, compared to $733.6 million for the same period in 2024.

As discussed in Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report Form 10-Q, the increase was due to increased total operating revenue of $236.8 million, offset by increased cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses totaling $234.3 million.

The increase was also driven by increases related to integration, transaction and other one-time costs or amortization of $12.1 million and higher fair value adjustments to contingent liabilities of $4.3 million, partially offset by a decrease in stock based compensation of $8.3 million and an increase in unrealized gain in commodity hedging activities of $11.2 million.

Segment Adjusted EBITDA

Segment Adjusted EBITDA is defined as segment net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income and gain from sale of investments recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges.

The following table presents Segment Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.

Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a reconciliation of Segment Adjusted EBITDA to net income before income taxes.

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

The following table presents Segment Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024.

Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for a reconciliation of Segment Adjusted EBITDA to net income before income taxes.

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

2025 2024 % Change 2025 2024 % Change

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(ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items.

Midstream Logistics Segment Adjusted EBITDA increased by $3.6 million, or 2%, to $151.2 million for the three months ended June 30, 2025, compared to $147.6 million for the same period in 2024.

The increase was primarily due to the increased total operating revenue of $73.8 million, offset by increased cost of sales (exclusive of depreciation and amortization) of $16.2 million and higher operating expense, ad valorem taxes and general and administrative expenses of $26.5 million.

The increase was also driven by increases in other income of $2.4 million and integration, transaction and other one-time costs or amortization of $1.0 million.

These increases were partially offset by an increase in unrealized gain on commodity hedging of $29.5 million.

The reasons for the fluctuations are discussed in Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q.

Midstream Logistics Segment Adjusted EBITDA increased by $20.9 million, or 7%, to $311.4 million for the six months ended June 30, 2025, compared to $290.5 million for the same period in 2024.

The increase was primarily due to the increased total operating revenue of $181.5 million, offset by increased cost of sales (exclusive of depreciation and amortization) of $92.0 million, and higher operating expense, ad valorem taxes and general and administrative expenses of $50.2 million.

The increase was also driven by increases in other income of $2.9 million and integration, transaction and other one-time costs or amortization of $5.2 million.

These increases were partially offset by an increase in unrealized gain on commodity hedging of $26.5 million.

The reasons for the fluctuations are discussed in Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q.

Pipeline Transportation Segment Adjusted EBITDA increased by $3.2 million, or 3%, to $96.8 million for the three months ended June 30, 2025, compared to $93.5 million for the same period in 2024.

The increase was primarily driven by higher operating revenue of $1.2 million and higher proportionate EMI EBITDA of $2.2 million.

The increase was partially offset by increased cost of sales (exclusive of depreciation and amortization) of $0.3 million.

Midstream Logistics Segment Adjusted EBITDA decreased by $22.3 million, or 13%, to $151.4 million for the three months ended September 30, 2025, compared to $173.6 million for the same period in 2024.

The decrease was primarily due to increased cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses of $111.9 million, partially offset by an increase in total operating revenue of $67.5 million.

The reasons for the fluctuations are discussed in Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q.

Pipeline Transportation Segment Adjusted EBITDA increased by $1.6 million, or 1%, to $190.7 million for the six months ended June 30, 2025, compared to $189.1 million for the same period in 2024.

The increase was primarily driven by higher proportionate EMI EBITDA of $1.3 million.

Midstream Logistics Segment Adjusted EBITDA decreased by $1.4 million, to $462.8 million for the nine months ended September 30, 2025, compared to $464.2 million for the same period in 2024.

The decrease was primarily due to increased cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses of $241.6 million, partially offset by increased total operating revenue of $236.4 million.

Further offsetting the increases in expenses were higher fair value adjustments to contingent liabilities fair of $4.3 million and higher integration, transaction and other one-time costs or amortization of $8.9 million, partially offset by an increase in unrealized gains in commodity hedging activities of $11.2 million.

The reasons for the fluctuations are discussed in Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q.

Pipeline Transportation Segment Adjusted EBITDA was $95.5 million and $286.1 million for the three and nine months ended September 30, 2025, respectively, which were consistent with the corresponding 2024 periods.

Contractual Obligations

We have contractual obligations for principal and interest payments on our 2028 Notes, 2030 Notes, and under the Term Loan Credit Agreement, Revolving Credit Agreement and the Amended A/R Facility.

We have contractual obligations for principal and interest payments on our 2028 Notes, 2030 Notes, and under the Term Loan Credit Agreement, the Revolving Credit Agreement and the Amended A/R Facility.

See Note 7 —Debt and Financing Costs in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

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Liquidity and Capital Resources

The Company’s primary use of capital since inception has been for the initial construction of gathering and processing assets, as well as the acquisitions of businesses and EMI pipelines and associated subsequent construction costs.

For 2025, the Company’s primary spending requirements are related to the business acquisitions and other budgeted capital expenditures for the construction and maintenance of gathering and processing assets, the Company’s contractual debt obligations, quarterly cash dividends and repurchase of its Class A Common Stock pursuant to the Board approved share repurchase program from time to time.

During the six months ended June 30, 2025, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the revolving credit facility and A/R Facility, and cash generated from operations.

The Company’s primary use of capital since inception has been for the initial construction of gathering and processing assets, as well as the acquisition of businesses and EMI pipelines and associated subsequent construction costs.

For 2025, the Company’s primary spending requirements are related to business acquisitions and other budgeted capital expenditures for the construction and maintenance of gathering and processing assets, the Company’s contractual debt obligations, quarterly cash dividends and repurchases of its Class A Common Stock pursuant to the Repurchase Program from time to time.

During the nine months ended September 30, 2025, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the revolving credit facility and A/R Facility, and cash generated from operations.

Based on the Company’s current financial plan, the Company believes that cash from operations and distributions from the EMI pipelines and remaining borrowing capacity on our credit facilities will generate cash flows in excess of capital expenditures and the amount required to fund the Company’s planned quarterly dividend over the next 12 months.

The following table presents a summary of the Company’s key liquidity indicators at the dates presented:

June 30, 2025

September 30, 2025

(In thousands)

Total Capacity Outstanding Borrowings Available Borrowing Capacity

Total Capacity Outstanding Borrowings Letters of Credit

Available Borrowing Capacity

A/R Facility $ 250,000 $ 178,600 $ — $ 71,400

Revolving Line of Credit 1,600,000 783,000 12,600 804,400

Letter of Credit (12,600) — (12,600)

Total $ 1,850,000 $ 961,600 $ 12,600 $ 875,800

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(In thousands)

Total Capacity Outstanding Borrowings Available Borrowing Capacity

Total Capacity Outstanding Borrowings Letters of Credit

Available Borrowing Capacity

A/R Facility $ 150,000 $ 140,200 $ — $ 9,800

Revolving Line of Credit 1,250,000 590,000 12,600 647,400

Letter of Credit (12,600) — (12,600)

Total $ 1,400,000 $ 730,200 $ 12,600 $ 657,200

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Our senior unsecured notes are fixed rate borrowings;

however, we have some exposure to the risk of changes in interest rates, primarily as a result of the variable rate borrowings under the term loan and revolving credit facilities and the A/R Facility.

however, we have some exposure to the risk of changes in interest rates, primarily as a result of the variable rate borrowings under the term loan, revolving credit facilities and the A/R Facility.

We use interest rate swaps to mitigate the impact of changes in interest rates on cash flows.

See Note 12—Derivatives and Hedging Activities in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report for detailed discussion.

As of June 30, 2025, we had $1.05 billion of our 6.625% senior unsecured notes due 2028 and $1.00 billion of our 5.875% senior unsecured notes due 2030 outstanding.

As of September 30, 2025, we had $1.05 billion of our 6.625% senior unsecured notes due 2028 and $1.00 billion of our 5.875% senior unsecured notes due 2030 outstanding.

On May 30, 2025, the Partnership entered into the Term Loan Credit Agreement.

The proceeds were used to repay and terminate the 2022 Term Loan Credit Agreement.

As of June 30, 2025, we had an outstanding borrowing of $1.15 billion under the Term Loan Credit Agreement.

As of September 30, 2025, we had an outstanding borrowing of $1.15 billion under the Term Loan Credit Agreement.

Revolving Credit Agreement

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All borrowings under the Revolving Credit Agreement mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement.

As of June 30, 2025, we had an outstanding borrowing of $565.0 million and remaining borrowing capacity of $1.02 billion.

As of September 30, 2025, we had an outstanding borrowing of $783.0 million and remaining borrowing capacity of $804.4 million.

On April 1, 2025, the Partnership entered into an amendment to its A/R Facility to, among other things, increase the facility limit to $250.0 million and extend the scheduled termination date to March 31, 2026.

As of June 30, 2025, we had an outstanding borrowing of $189.3 million and remaining borrowing capacity of $60.7 million.

As of September 30, 2025, we had an outstanding borrowing of $178.6 million and remaining borrowing capacity of $71.4 million.

Capital Requirements and Expenditures

Our operations can be capital intensive, requiring investments to expand, upgrade, maintain or enhance existing operations and to meet environmental and operational regulations.

During the six months ended June 30, 2025 and 2024, capital spending for property, plant and equipment totaled $201.8 million and $97.4 million, respectively, intangible asset purchases totaled $15.6 million and $2.8 million, respectively, and contributions to EMI totaled $1.0 million and $3.3 million, respectively.

The increase in capital spending was mainly related to the Kings Landing Project, which is expected to be completed in the third quarter of 2025.

During the nine months ended September 30, 2025 and 2024, capital spending for property, plant and equipment totaled $358.4 million and $155.8 million, respectively, intangible asset purchases totaled $30.9 million and $7.7 million, respectively, and contributions to EMI totaled $1.2 million and $3.3 million, respectively.

The increase in capital spending was mainly related to the Kings Landing Project, which was completed in the third quarter of 2025.

Management believes its existing gathering, processing and transmission infrastructure capacity and future planned projects are capable of fulfilling its midstream contracts to service its customers.

The Company anticipates its existing capital resources will be sufficient to fund the future capital expenditures for EMI pipelines and the Company’s existing infrastructure assets over the next 12 months.

The Company anticipates its existing capital resources will be sufficient to fund future capital expenditures for EMI pipelines and the Company’s existing infrastructure assets over the next 12 months.

For further information on EMIs, refer to Note 6—Equity Method Investments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

The following tables present cash flows from operating, investing and financing activities during the periods presented:

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

Cash provided by operating activities $ 494,030 $ 493,356

Cash (used in) provided by investing activities

Cash used in investing activities

$ (562,930) $ (65,909)

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Operating activities .

Net cash provided by operating activities increased by $26.7 million for the six months ended June 30, 2025 compared with the same period in 2024.

Net cash provided by operating activities increased by $0.7 million for the nine months ended September 30, 2025, compared with the same period in 2024.

The change in the operating cash flows reflected (i) a decrease in net income including noncontrolling interest of $118.8 million;

(ii) an increase in adjustments related to non-cash items of $39.9 million, which was mainly driven by a decrease in gain related to sale of equity method investment of $59.9 million and an increase in depreciation and amortization expense of $37.8 million, partially offset by a decrease in distribution from unconsolidated affiliates of $25.7 million, and a favorable derivative fair value adjustment of $15.4 million compared to an unfavorable derivative fair value adjustment of $6.6 million in the same period in 2024;

(ii) an increase in adjustments related to non-cash items of $80.8 million, which was mainly driven by a decrease in gain related to sale of equity method investment of $89.8 million and an increase in depreciation and amortization expense of $45.6 million, partially offset by a decrease in distributions from unconsolidated affiliates of $18.5 million, and a favorable derivative fair value adjustment of $14.4 million compared to an unfavorable derivative fair value adjustment of $8.9 million in the same period in 2024;

and (iii) an increase in working capital of $38.6 million.

Investing activities .

Net cash used in investing activities was $391.6 million for the six months ended June 30, 2025 compared to net cash provided by investing activities of $43.3 million in the same period in 2024.

The change was primarily driven by net cash used in the Barilla Draw Acquisition of $176.2 million and higher capital spending for property, plant and equipment of $104.5 million and intangible assets of $12.8 million.

Cash provided by investing activities for the six months ended June 30, 2024 was primarily driven by proceeds from sale of equity method investment of $494.4 million, partially offset by net cash paid for the Durango acquisition of $349.3 million and capital spending for property, plant and equipment and intangible assets of $100.1 million.

Net cash used in investing activities increased by $497.0 million for the nine months ended September 30, 2025 to $562.9 million, compared to $65.9 million used in the same period in 2024.

The increase was primarily driven by proceeds from the sale of GCX in 2024 that totaled $524.4 million and offset almost all of 2024’s capital investment expenditures.

Additionally, we incurred higher capital spending for property, plant and equipment of $202.5 million and intangible assets of $23.1 million, mainly related to the Kings Landing Project, partially offset by a decrease in cash used in business and EMI acquisitions of $251.1 million.

Financing activities .

Net cash provided by financing activities was $92.8 million for the six months ended June 30, 2025, which was primarily comprised of net proceeds from the long-term debt, revolving credit facility and A/R Facility of $412.2 million, partially offset by cash dividends of $246.8 million paid to the holders of Class A Common Stock and Common Units and share repurchases of $72.6 million, compared with net cash used in financing activities of $314.5 million for the six months ended June 30, 2024, which was primarily comprised of net payments on the Company’s long-term debt, revolving credit facility and A/R Facility of $159.8 million and cash dividends of $154.7 million paid to the holders of Class A Common Stock and Common Units.

During the six months ended June 30, 2025, the Company made cash dividend payments of $246.8 million to holders of Class A Common Stock and Common Units and $0.7 million was reinvested in shares of Class A Common Stock by the Reinvestment Holders.

On July 15, 2025, the Board declared a cash dividend of $0.78 per share on the Company’s Class A Common Stock which will be payable to stockholders on August 1, 2025.

The Company, through its ownership of the general partner of the Partnership, declared a distribution of $0.78 per Common Unit from the Partnership to the holders of Common Units, which will be payable on August 1, 2025.

Net cash provided by financing activities was $73.0 million for the nine months ended September 30, 2025, which was primarily comprised of net proceeds from the issuance of long-term debt, revolving credit facility and A/R Facility of $619.3 million, partially offset by cash dividends of $373.8 million paid to the holders of Class A Common Stock and Common Units and cash paid to repurchase Class A Common Stock totaling $172.6 million, compared with net cash used in financing activities of $411.5 million for the nine months ended September 30, 2024, which was primarily comprised of net payments to the Company’s long-term debt, revolving credit facility and A/R Facility of $138.6 million and cash dividends of $272.9 million paid to the holders of Class A Common Stock and Common Units.

During 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 $1.1 million was reinvested in shares of Class A Common Stock by the Reinvestment Holders.

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

As described in these Condensed Consolidated Financial Statements, as the context requires, dividends paid to holders of Class A Common Stock and distributions paid to holders of Common Units may be referred to collectively as “dividends.”

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

For six months ended June 30, 2025, the Company repurchased 1.7 million shares of its outstanding Class A Common Stock at a total cost of $72.6 million.

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 held as treasury stock.

There was $321.7 million available under the Repurchase Program as of September 30, 2025.

Off-Balance Sheet Arrangements

As of June 30, 2025, there were no off-balance sheet arrangements.

As of September 30, 2025, there were no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

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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 2. Management’s Discussion and Analysis