Kinetik Holdings Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands, except per share data) Operating revenues: Service revenue $ 103,338 $ 103,100 $ 343,918 $ 301,710 Product revenue 357,608 290,423 981,703 787,092 Other revenue 3,023 2,839 8,349 8,411 Total operating revenues (1) 463,969 396,362 1,333,970 1,097,213 Operating costs and expenses: Costs of sales (excluding depreciation and amortization) (2) (3) 235,391 144,586 615,452 444,786 Operating expenses 76,137 55,804 207,785 143,278 Ad valorem taxes 7,099 5,896 20,449 18,400 General and administrative expenses 30,096 29,619 91,932 94,846 Depreciation and amortization expenses 95,409 87,583 281,845 236,250 Loss (gain) on disposal of assets, net 50 — ( 15 ) 4,090 Total operating costs and expenses 444,182 323,488 1,217,448 941,650 Operating income 19,787 72,874 116,522 155,563 Other income (expense): Interest and other income 303 1,872 3,820 2,272 Loss on debt extinguishment — — ( 635 ) ( 525 ) Gain on sale of equity method investment — 29,953 — 89,837 Interest expense ( 61,721 ) ( 66,029 ) ( 173,949 ) ( 167,545 ) Equity in earnings of unconsolidated affiliates 58,289 53,244 174,472 169,668 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 Income tax expense 1,109 8,260 11,003 21,261 Net income including noncontrolling interest 15,549 83,654 109,227 228,009 Net income attributable to Common Unit limited partners 10,284 57,891 74,187 153,504 Net income attributable to holders of Class A Common Stock $ 5,265 $ 25,763 $ 35,040 $ 74,505 Net income attributable to holders of Class A Common Stock, per share Basic $ 0.03 $ 0.35 $ 0.41 $ 1.03 Diluted $ 0.03 $ 0.35 $ 0.41 $ 1.02 Weighted-average shares Basic 61,866 59,811 61,256 59,116 Diluted 62,428 60,424 62,120 59,852 (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 Table of Contents KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, December 31, 2025 2024 (In thousands, except shares data) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 7,737 $ 3,606 Accounts receivable, net of allowance for credit losses of $ 1,000 in 2025 and 2024 77,362 111,940 Accounts receivable pledged 178,600 140,200 Derivative assets 7,463 2,308 Prepaid and other current assets 43,908 36,705 315,070 294,759 NONCURRENT ASSETS: Property, plant and equipment, net 3,808,365 3,433,864 Intangible assets, net 584,619 652,490 Derivative asset, non-current 1,135 65 Operating lease right-of-use assets 83,071 29,814 Deferred tax assets 233,576 203,996 Deferred charges and other assets 85,661 76,994 Investments in unconsolidated affiliates 2,085,499 2,117,878 Goodwill 5,077 5,077 6,887,003 6,520,178 Total assets $ 7,202,073 $ 6,814,937 LIABILITIES, NONCONTROLLING INTEREST AND EQUITY CURRENT LIABILITIES: Accounts payable $ 31,610 $ 27,239 Accrued expenses 228,378 186,714 Derivative liabilities 4,078 10,011 Current portion of operating lease liabilities 44,472 18,701 Current debt obligations 178,600 140,200 Other current liabilities 17,185 35,689 504,323 418,554 NONCURRENT LIABILITIES Long term debt, net 3,956,330 3,363,996 Contract liabilities 33,030 20,985 Operating lease liabilities 39,900 11,490 Derivative liabilities 332 1,937 Other liabilities 24,762 2,148 Deferred tax liabilities 18,200 16,761 4,072,554 3,417,317 Total liabilities 4,576,877 3,835,871 COMMITMENTS AND CONTINGENCIES (Note 16) Redeemable noncontrolling interest — Common Unit limited partners 4,400,882 5,955,662 EQUITY: Class A Common Stock: $ 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 6 6 Class C Common Stock: $ 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 10 9 Deferred consideration — 1 Additional paid-in capital 221,979 — Accumulated deficit ( 1,997,681 ) ( 2,976,612 ) Total equity ( 1,775,686 ) ( 2,976,596 ) Total liabilities, noncontrolling interest and equity $ 7,202,073 $ 6,814,937 The accompanying notes are an integral part of the Condensed Consolidated Financial Statements. 2 Table of Contents KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2025 2024 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income including noncontrolling interest $ 109,227 $ 228,009 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 281,845 236,250 Amortization of deferred financing costs 5,892 5,497 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 Derivative settlement 626 ( 8,103 ) Derivative fair value adjustment ( 14,389 ) 8,938 Gain on sale of equity method investment — ( 89,837 ) (Gain) loss on disposal of assets, net ( 15 ) 4,090 Equity in earnings of unconsolidated affiliates ( 174,472 ) ( 169,668 ) Loss on debt extinguishment 635 525 Share-based compensation 44,577 52,868 Deferred income taxes 10,494 19,733 Changes in operating assets and liabilities: Accounts receivable and pledged receivable ( 3,822 ) 29,492 Other assets ( 16,057 ) ( 3,729 ) Accounts payable ( 13,426 ) ( 53,361 ) Accrued liabilities 23,419 4,815 Other non-current liabilities 22,614 ( 1,744 ) Operating leases 924 ( 454 ) Net cash provided by operating activities 494,030 493,356 CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment expenditures ( 358,354 ) ( 155,805 ) Intangible assets expenditures ( 30,879 ) ( 7,744 ) 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 Cash proceeds from sale of equity method investment — 524,390 Cash proceeds from disposal of assets 137 334 Net cash paid for acquisition ( 175,481 ) ( 341,183 ) Net cash used in investing activities ( 562,930 ) ( 65,909 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowing under A/R Facility 88,200 151,200 Payments on A/R Facility ( 49,800 ) ( 1,200 ) Proceeds from borrowings from long-term debt 1,400,000 — Payments on long-term debt ( 1,000,000 ) ( 200,000 ) Payments of debt issuance costs, net ( 10,860 ) ( 1,086 ) Payments of debt discount, net ( 1,200 ) ( 500 ) Proceeds from revolving line of credit 1,462,000 826,000 Payments on revolving line of credit ( 1,269,000 ) ( 913,000 ) Cash dividends paid to Class A Common Stock shareholders ( 143,521 ) ( 128,428 ) Distributions paid to Class C Common Unit limited partners ( 230,234 ) ( 144,505 ) Repurchase of Class A Common Stock ( 172,554 ) — Net cash provided by (used in) financing activities 73,031 ( 411,519 ) Net change in cash 4,131 15,928 3 Table of Contents KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2025 2024 (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 Cash paid for interest, net of amounts capitalized $ 128,154 $ 166,769 Cash paid for income taxes, net $ 3,643 $ 559 Property and equipment and intangible accruals in accounts payable and accrued liabilities $ 44,977 $ 24,140 Right-of-use assets obtained in exchange for lease liabilities $ 34,735 $ 42,974 Class A Common Stock issued through dividend and distribution reinvestment plan $ 1,137 $ 75,243 Fair value of assets acquired in business combinations $ 191,133 $ 910,221 Cash consideration paid 175,481 357,968 Class C Common Units issued — 148,200 Deferred consideration — 275,000 Contingent consideration — 64,000 Liabilities assumed $ 15,652 $ 65,053 The accompanying notes are an integral part of the Condensed Consolidated Financial Statements. 4 Table of Contents KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS (UNAUDITED) Redeemable Noncontrolling Interest — Common Unit Limited Partners Class A Common Stock Class C Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Equity Deferred Consideration Shares Amount Shares Amount Shares Amount (In thousands) 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 Share-based compensation — 4 — — — — — 15,171 — — 15,171 Net income 57,891 — — — — — — — 25,763 — 25,763 Change in redemption value of noncontrolling interest 509,035 — — — — — — ( 14,801 ) ( 494,234 ) — ( 509,035 ) Recognition of deferred tax asset — — — — — — — ( 814 ) — — ( 814 ) Distributions paid to Common Unit limited partners ( 73,337 ) — — — — — — — — — — Dividends on Class A Common Stock ($ 0.75 per share) — — — — — — — — ( 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 ) 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 Issuance of common stock through dividend and distribution reinvestment plan — 9 — — — — — 413 — — 413 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 Net income 10,284 — — — — — — — 5,265 — 5,265 Change in redemption value of noncontrolling interest 220,746 — — — — — — ( 220,746 ) — — ( 220,746 ) Recognition of deferred tax asset — — — — — — — 11,893 — — 11,893 Distributions paid to Common Unit limited partners ( 78,357 ) — — — — — — — — — — Dividends on Class A Common Stock ($ 0.78 per share) — — — — — — — — ( 48,977 ) — ( 48,977 ) Balance at September 30, 2025 $ 4,400,882 64,106 $ 6 97,557 $ 10 — $ — $ 221,979 $ ( 1,997,681 ) $ — $ ( 1,775,686 ) 5 Table of Contents KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS (UNAUDITED) Redeemable Noncontrolling Interest — Common Unit Limited Partners Class A Common Stock Class C Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Equity Deferred Consideration Shares Amount Shares Amount Shares Amount (In thousands) 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 ) Durango Acquisition 423,200 — — 3,840 — 7,680 1 — — — 1 Redemption of Common Units ( 5,060 ) 146 — ( 146 ) — — — 5,060 — — 5,060 Issuance of common stock through dividend and distribution reinvestment plan — 2,205 — — — — — 75,243 — 75,243 Share-based compensation — 303 — — — — — 52,868 — — 52,868 Net income 153,504 — — — — — — — 74,505 — 74,505 Change in redemption value of noncontrolling interests 1,268,038 — — — — — — ( 330,196 ) ( 937,842 ) — ( 1,268,038 ) Recognition of deferred tax asset — — — — — — — 4,347 — — 4,347 Distributions paid to Common Unit limited partners ( 214,309 ) — — — — — — — — — — Cash dividends on Class A Common Stock ($ 2.25 per share) — — — — — — — — ( 133,868 ) — ( 133,868 ) 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 Issuance of common stock through dividend and distribution reinvestment plan — 22 — — — — — 1,137 — — 1,137 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 Net income 74,187 — — — — — — — 35,040 — 35,040 Change in redemption value of noncontrolling interest ( 1,040,339 ) — — — — — — ( 220,746 ) 1,261,085 — 1,040,339 Recognition of deferred tax asset — — — — — — — 38,635 — — 38,635 Distributions paid to Common Unit limited partners ( 230,252 ) — — — — — — — — — — Dividends on Class A Common Stock ($ 2.34 per share) — — — — — — — — ( 144,640 ) — ( 144,640 ) 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. 6 Table of Contents KINETIK HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) These Condensed Consolidated Financial Statements have been prepared by Kinetik Holdings Inc. (the “Company”), without audit, pursuant to the rules and regulations of the SEC. They reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for interim periods, on a basis consistent with the annual audited financial statements, with the exception of recently adopted accounting pronouncements. All such adjustments are of a normal recurring nature. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. This Quarterly Report on Form 10-Q should be read along with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2025. 1. THE ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company is a holding company, whose only significant assets are ownership of the non-economic general partner interest and an approximate 40 % limited partner interest in Kinetik Holdings LP, a Delaware limited partnership (the “Partnership”). As the owner of the non-economic general partner interest in the Partnership, the Company is responsible for all operational, management and administrative decisions related to, and consolidates the results of, the Partnership and its subsidiaries. The Company provides comprehensive gathering, produced water disposal, transportation, compression, processing and treating services necessary to bring natural gas, NGLs and crude oil to market. Additionally, the Company owns equity interests in three separate Permian Basin pipeline entities that have access to various markets along the U.S. Gulf Coast. Basis of Presentation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. Certain reclassifications of prior year balances have been made to conform such amounts to the current year’s presentation. These reclassifications have no impact on net income. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year; accordingly, you should read these Condensed Consolidated Financial Statements in conjunction with our Consolidated Financial Statements and related notes included in our 2024 Annual Report on Form 10-K. All intercompany balances and transactions have been eliminated in consolidation. During the year ended December 31, 2024, the Company adopted ASU 2023-07, S egment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which has required prior periods to reflect the change in presentation. See Note 2—Summary of Significant Accounting Policies, Recent Accounting Pronouncements in our 2024 Annual Report on Form 10-K for further discussion. Significant Accounting Policies The accounting policies that we follow are set forth in Note 2 – Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K. There were no significant updates or revisions to our accounting policies during the nine months ended September 30, 2025. Transactions with related parties 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 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. 7 Table of Contents Recently issued accounting pronouncements not yet adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in this update require, among other items, that public entities disclose, on an annual and interim basis, (i) specific categories of income taxes in the rate reconciliation, and (ii) a disaggregation of income taxes paid by federal, state, and foreign taxes. 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. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40), Disaggregation of Income Statement Expenses, (“ASU 2024-03”). In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 and ASU 2025-01 require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2024-03 and 2025-01 will have on the disclosures within its Consolidated Financial Statements. 2. BUSINESS COMBINATIONS For acquired businesses, we recognize the identifiable assets acquired and the liabilities assumed at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Determining the fair value of these items requires management’s judgment and the utilization of an independent valuation specialist, if applicable, and involves the use of significant estimates and assumptions. As of 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 (In thousands) (1) Q1 2025 Barilla Draw $ 175,481 $ — $ 164,981 $ 10,500 $ 15,652 $ 15,652 $ — (2) Q2 2024 Durango Permian, LLC $ 781,167 $ 61,171 $ 627,452 $ 183,000 $ 3,621 $ 89,577 $ 4,500 Barilla Draw Acquisition On January 14, 2025, the Company completed the previously announced bolt-on acquisition with Permian Resources Corporation, who directly 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. These assets are depreciated over an estimated useful life of 20 years. Intangible right-of-way assets were valued based on the across the fence method and are amortized over an estimated useful life of seven years . Acquired net assets from this business combination were included in the Midstream Logistics segment. This transaction was accounted for as a business combination in accordance with ASC 805 Business Combination (“ASC 805”). Certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, the completion of the valuation of the underlying assets and liabilities assumed. The Company is continuing its review of these matters during the measurement 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 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. 8 Table of Contents 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 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. The Durango Acquisition allows the Company to further expand its footprint into New Mexico and across the Northern Delaware Basin. The Durango Acquisition was accounted for as a business combination in accordance with ASC 805. Starting on the Durango Closing Date, our Consolidated Financial Statements reflected Durango as a consolidated subsidiary. The accompanying Condensed Consolidated Financial Statements herein include (i) the combined net assets of the Company carried at historical costs and net assets of Durango carried at fair value as of the Durango Closing Date and (ii) the combined results of operations of the Company with Durango’s results presented within the Condensed Consolidated Financial Statements from the Durango Closing Date going forward. Acquired net assets from this business combination were included in the Midstream Logistic segment. For the three and 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. 3. REVENUE RECOGNITION Disaggregation of Revenue The following table presents a disaggregation of the Company’s revenue: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Gathering and processing services $ 103,338 $ 103,100 $ 343,918 $ 301,710 Natural gas, NGLs and condensate sales 357,608 290,423 981,703 787,092 Other revenue 3,023 2,839 8,349 8,411 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 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 $ 0.2 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. 9 Table of Contents 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 September 30, 2025: Amount Fiscal Year (In thousands) Remaining of 2025 $ 3,467 2026 71,516 2027 73,935 2028 76,186 2029 73,500 Thereafter 176,428 $ 475,032 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 September 30, 2025: Amount (In thousands) Balance at December 31, 2024 $ 26,665 Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied ( 4,849 ) Cash received in advance and not recognized as revenue 17,049 Balance at September 30, 2025 38,865 Less: Current portion 5,835 Non-current portion $ 33,030 Contract liabilities relate to payments received in advance of satisfying performance obligations under a contract, which result from contribution in aid of construction payments. Current and noncurrent contract liabilities are included in “Other Current Liabilities” and “Contract Liabilities,” respectively, in the Condensed Consolidated Balance Sheets. Contract Cost Assets The Company has capitalized certain costs incurred to obtain a contract or additional contract dedicated acreage or volumes that would not have been incurred if the contract or associated acreage and volumes had not been obtained. As of 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 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. 10 Table of Contents 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, at carrying value, is as follows: September 30, December 31, 2025 2024 (In thousands) Gathering, processing, and transmission systems and facilities $ 4,549,093 $ 3,977,825 Vehicles 19,725 15,659 Computers and equipment 11,680 7,872 Less: accumulated depreciation ( 985,347 ) ( 813,371 ) Total depreciable assets, net 3,595,151 3,187,985 Construction in progress 181,269 215,168 Land 31,945 30,711 Total property, plant, and equipment, net $ 3,808,365 $ 3,433,864 The cost of property classified as “Construction in progress” is excluded from capitalized costs being depreciated. These amounts represent property that is not yet available to be placed into productive service as of the respective reporting date. The Company recorded $ 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. 5. INTANGIBLE ASSETS, NET Intangible assets, net, are comprised of the following: September 30, December 31, 2025 2024 (In thousands) Customer contracts $ 1,275,910 $ 1,270,106 Right of way assets 233,028 196,979 Less accumulated amortization ( 924,319 ) ( 814,595 ) Total amortizable intangible assets, net $ 584,619 $ 652,490 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 $ 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. 11 Table of Contents 6. EQUITY METHOD INVESTMENTS 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. For each EMI pipeline entity, the Company has the ability to exercise significant influence based on certain governance provisions and its participation in the significant activities and decisions that impact the management and economic performance of the EMI pipeline. The table below presents the ownership percentages and investment balances held by the Company for each entity: September 30, December 31, Ownership 2025 2024 (In thousands) PHP 55.5 % $ 1,576,289 $ 1,607,323 Breviloba 33.0 % 421,226 428,383 Epic Crude Holdings, LP (“EPIC”) (1) 27.5 % 87,984 82,172 $ 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 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 nine months ended September 30, 2025: Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP Total (In thousands) Balance at December 31, 2024 $ 1,607,323 $ 428,383 $ 82,172 $ 2,117,878 Contributions and acquisitions 1,206 — — 1,206 Distributions (1) ( 165,051 ) ( 37,506 ) ( 5,500 ) ( 208,057 ) Equity income, net (2) 132,811 30,349 11,312 174,472 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 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. 12 Table of Contents 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 nine months ended September 30, 2025 and 2024. Three Months Ended September 30, 2025 2024 Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP (In thousands) Revenues $ 130,660 $ 56,527 $ 90,273 $ 127,719 $ 53,929 $ 97,514 Operating income 84,656 29,565 26,801 83,785 27,398 25,052 Net income (loss) 84,518 30,277 2,673 83,783 27,558 ( 5,159 ) Nine Months Ended September 30, 2025 2024 Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC EPIC Crude Holdings, LP (In thousands) Revenues $ 387,728 $ 171,432 $ 294,950 $ 380,359 $ 156,326 $ 284,050 Operating income 250,474 88,662 88,274 245,467 74,563 70,631 Net income (loss) 250,237 89,562 20,599 245,016 75,005 ( 29,889 ) 7. DEBT AND FINANCING COSTS Term Loan Credit Agreement On May 30, 2025, the Partnership entered into a term loan credit agreement (the “Term Loan Credit Agreement”) among Toronto Dominion (Texas) LLC, as administrative agent and the banks and other financial institutions party thereto, as lenders. The Term Loan Credit Agreement provides for a $ 1.15 billion senior unsecured credit facility and matures on May 30, 2028. The obligations under the Term Loan Credit Agreement are guaranteed by the Company. In connection with entry into the Term Loan Credit Agreement, the Partnership paid fees and expenses to third parties totaling $ 1.2 million, which was capitalized as debt issuance cost, and paid fees directly to lenders totaling $ 1.8 million, which was capitalized as original debt discount. Capitalized debt issuance cost and original debt discount were included in the Condensed Consolidated Balance 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 effective rate and (ii) the overnight bank funding rate, plus 1/2 of 1% and (c) the adjusted term SOFR rate for an interest period of one month plus 1 %, plus a margin that ranges between 0.25 % and 1.0 %, depending on the credit rating of the Partnership. SOFR loans bear interest at a rate per annum equal to the term SOFR rate for one, three or six month interest periods plus 0.10 %, plus a margin that ranges between 1.25 % and 2.0 %, depending on the credit rating of the Partnership. Revolving Credit Agreement On May 30, 2025, the Partnership entered into a new revolving credit agreement (the “Revolving Credit Agreement”) among PNC Bank, National Association, as administrative agent (“PNC Bank”), and the banks and other financial institutions party thereto, as lenders. The Revolving Credit Agreement provides for a $ 1.60 billion senior unsecured revolving credit facility, which includes a $ 200.0 million sublimit for the issuance of letters of credit, and a $ 300.0 million sublimit for swingline loans. All borrowings under the Revolving Credit Agreement will mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement. The obligations under the Revolving Credit Agreement are guaranteed by the Company. 13 Table of Contents 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. SOFR loans bear interest at a rate per annum equal to the term SOFR rate for one, three or six month interest periods plus 0.10 %, plus a margin that ranges between 1.25 % and 2.0 %, depending on the credit rating of the Partnership. In addition, the Partnership is required to pay to each lender a commitment fee on the daily unfunded amount of such lender’s revolving commitment, which accrues at a rate that ranges between 0.15 % and 0.35 % depending on the credit rating of the Partnership. Repayment of Existing Credit Facilities On May 30, 2025, in connection with entry into the Term Loan Credit Agreement and 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 On April 1, 2025, the Partnership entered into an amendment to its accounts receivable securitization facility dated April 2, 2024 (the “A/R Facility” and as amended, the “Amended A/R Facility”) to, among other things, increase the facility limit and extend the scheduled termination date. The documentation for the Amended A/R Facility includes (i) a Receivables Purchase Agreement dated as of April 2, 2024 (the “Receivables Purchase Agreement”) by and among Kinetik Receivables LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary of the Partnership, as the seller (the “Kinetik Receivables”), the Partnership, as the servicer, the persons from time to time party thereto as purchasers, PNC Bank, as administrative agent, and PNC Capital Markets LLC, as structuring agent and sustainability agent, as amended by Amendment No. 1 to Receivables Purchase Agreement dated as of April 1, 2025 (“Amendment No. 1 to Receivables Purchase Agreement”) by and among Kinetik Receivables, the Partnership, PNC Bank and the purchasers party thereto and (ii) a Sale and Contribution Agreement, dated as of April 2, 2024 (the “Sale and Contribution Agreement”), as supplemented by that Joinder Agreement dated as of April 1, 2025 (the “Joinder Agreement”), by and among Frontier Field Services, LLC, a Delaware limited liability company (“FFS”), the Partnership and PNC Bank. 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 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. 1 to Receivables Purchase Agreement, the facility limit of the A/R Facility was increased to $ 250.0 million and the scheduled termination date was extended to March 31, 2026. In addition, Amendment No. 1 to Receivables Purchase Agreement eliminated certain of the Sustainability Performance Targets applicable to Kinetik LP and the Company under the Receivables Purchase Agreement. 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. 14 Table of Contents 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. 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 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. The debt issuance cost and original debt discount are amortized, and the debt premium is accreted to interest expense over the term of the New 2028 Notes using the effective interest method. The New 2028 Notes were issued as additional notes under the indenture dated as of December 6, 2023, as may be supplemented from time to time (the “Indenture”), pursuant to which the Partnership has previously issued $ 800.0 million aggregate principal amount of 6.625 % Sustainability-Linked Senior Notes due 2028 (the “Existing Notes” and together with the New 2028 Notes, the “2028 Notes”). The New 2028 Notes and the Existing Notes are treated as a single series of securities under the Indenture and vote together as a single class and the New 2028 Notes have substantially identical terms, other than the issue date, issue price and the first interest payment date, as the Existing Notes. 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, 2025 2024 (In thousands) A/R Facility (1) $ 178,600 $ 140,200 Total current debt obligations $ 178,600 $ 140,200 Unsecured term loan (2) $ 1,150,000 $ 1,000,000 5.875 % senior unsecured notes due 2030 (“2030 Notes”) 1,000,000 1,000,000 6.625 % senior unsecured notes due 2028 (“2028 Notes”) 1,050,000 800,000 Revolving line of credit (3) 783,000 590,000 Total long-term debt 3,983,000 3,390,000 Unamortized debt issuance costs, net (4) ( 25,761 ) ( 26,174 ) Unamortized debt premiums and discounts, net ( 909 ) 170 Total long-term debt, net $ 3,956,330 $ 3,363,996 (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 $ 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. 15 Table of Contents The table below presents the components of the Company’s financing costs, net of capitalized interest: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Capitalized interest $ ( 4,449 ) $ ( 2,955 ) $ ( 12,308 ) $ ( 4,885 ) Debt issuance costs 1,908 1,916 5,892 5,497 Interest expense 64,262 67,068 180,365 166,933 Total financing costs, net of capitalized interest $ 61,721 $ 66,029 $ 173,949 $ 167,545 Compliance with our Covenants 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 September 30, 2025, the Partnership was in compliance with all customary and financial covenants. Letters of Credit 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 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. 8. ACCRUED EXPENSES The following table provides the Company’s current accrued expenses on September 30, 2025 and December 31, 2024: September 30, December 31, 2025 2024 (In thousands) Accrued product purchases $ 118,546 $ 132,439 Accrued taxes 20,150 15,538 Accrued salaries, vacation, and related benefits 4,893 3,111 Accrued capital expenditures 20,807 13,484 Accrued interest 39,535 6,127 Accrued other expenses 24,447 16,015 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 September 30, 2025 and December 31, 2024. 16 Table of Contents 9. LEASES Components of lease costs are included in the Condensed Consolidated Statements of Operations as “general and administrative expense” for real-estate leases and “operating 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Operating cash flows from operating leases $ 14,819 $ 10,635 $ 39,534 $ 28,377 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 Weighted-average discount rate — operating leases 6.10 % 7.25 % 6.10 % 7.25 % 10. EQUITY Redeemable Noncontrolling Interest — Common Unit Limited Partners The redemption option of the Common Unit is not legally detachable or separately exercisable from the instrument and is non-transferable; the Common Unit is redeemable at the option of the holder. Therefore, the Common Unit is accounted for as redeemable noncontrolling interest and classified as temporary equity on the Company’s Condensed Consolidated Balance Sheets. During the 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. Common Stock 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 aggregate. In May 2025, the Board approved a $ 400.0 million increase to the previously announced Repurchase Program, pursuant to which we are authorized to repurchase the Company’s Class A Common Stock for an aggregate purchase price of up to $ 500.0 million. Repurchases may be made at management’s discretion from time to time, in accordance with applicable securities laws, on the open market or through privately negotiated transactions and may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. Privately negotiated repurchases from affiliates are also authorized under the Repurchase Program, subject to such affiliates’ interest and other limitations. The repurchases will depend on market conditions and may be discontinued at any time without prior notice. 17 Table of Contents 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. Dividend 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. 11. FAIR VALUE MEASUREMENTS 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 (In thousands) Commodity swaps $ — $ 8,242 $ — $ 8,242 Interest rate derivatives — 356 — 356 Total assets $ — $ 8,598 $ — $ 8,598 Commodity swaps $ — $ 3,984 $ — $ 3,984 Interest rate derivatives — 426 — 426 Contingent liabilities — — 10,400 10,400 Total liabilities $ — $ 4,410 $ 10,400 $ 14,810 December 31, 2024 Level 1 Level 2 Level 3 Total (In thousands) Commodity swaps $ — $ 1,869 $ — $ 1,869 Interest rate derivatives — 504 — 504 Total assets $ — $ 2,373 $ — $ 2,373 Commodity swaps $ — $ 10,742 $ — $ 10,742 Interest rate derivatives — 1,206 — 1,206 Contingent liabilities — — 4,700 4,700 Total liabilities $ — $ 11,948 $ 4,700 $ 16,648 Our derivative contracts consist of interest rate swaps and commodity swaps. The valuation of these derivative contracts involved both observable publicly quoted prices and certain credit valuation inputs that may not be readily observable in the marketplace. As such, derivative contracts are classified as Level 2 in the hierarchy. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further discussion related to commodity swaps and interest rate derivatives. The Company recorded a contingent liability related to the Kings Landing Earn Out 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 Earn Out contingent liability. 18 Table of Contents Long-term debt’s carrying value can vary from fair value. See Note 7—Debt and Financing Costs in the Notes to Condensed Financial Statements for further information. The carrying amounts reported on the Condensed Consolidated Balance Sheets for the Company’s remaining financial assets and liabilities approximate fair value due to their short-term nature. There were no transfers between Levels 1, 2 or 3 of the fair value hierarchy during the nine months ended September 30, 2025 and 2024. 12. DERIVATIVES AND HEDGING ACTIVITIES The Company is exposed to certain risks arising from both its business operations and economic conditions, and it enters into certain derivative contracts to manage exposure to these risks. To minimize counterparty credit risk in derivative instruments, the Company enters into transactions with high credit-rating counterparties. The Company did not elect to apply hedge accounting to these derivative contracts and recorded the fair value of the derivatives on the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024. Interest Rate Risk The Company manages market risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and by using derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from activities that result in the payment of future-known and uncertain cash amounts, the value of which is determined by interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract. As of 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: September 30, December 31, 2025 2024 (In thousands) Derivative assets - current $ 356 $ 504 Total derivative assets $ 356 $ 504 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 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 gain on interest rate swaps $ 750 $ 3,994 $ 406 $ 11,899 (Unfavorable) favorable fair value adjustment $ ( 29 ) $ ( 8,342 ) $ 1,038 $ 9,129 19 Table of Contents Commodity Price Risk The results of the Company’s operations may be affected by the market prices of oil, natural gas and NGLs. A portion of the Company’s revenue is directly tied to local natural gas, natural gas liquids and condensate prices in the Permian Basin and the U.S. Gulf Coast. Fluctuations in commodity prices also impact operating cost elements both directly and indirectly. Management regularly reviews the Company’s potential exposure to commodity price risk and manages exposure of such risk through commodity hedge contracts. During the past twelve months, the Company entered into multiple commodity swap contracts based on the OPIS NGL Mont Belvieu prices for ethane, propane and butane, the Waha Basis index, the HSC index and the NYMEX West Texas Intermediate Control index. These contracts are for various notional quantities of NGLs, natural gas and crude. Similarly, the Company has entered into various natural gas basis spread swaps and crude collars. These contracts are effective over the next 1 to 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 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 Crude Bbl 712,800 3,259 Crude Collars Bbl 18,400 155 Natural Gas Basis Spread Swaps MMBtus 7,604,000 ( 2,964 ) $ 4,258 The fair value or settlement value of the outstanding swaps are presented on a gross basis on the Condensed Consolidated Balance Sheets. The following table presents the fair value of derivative assets and liabilities related to commodity swaps: September 30, December 31, 2025 2024 (In thousands) Derivative assets - current $ 7,107 $ 1,804 Derivative assets - noncurrent 1,135 65 Total derivative assets $ 8,242 $ 1,869 Derivative liabilities - current $ 3,984 $ 8,805 Derivative liabilities - noncurrent — 1,937 Total derivative liabilities $ 3,984 $ 10,742 The Company recorded cash settlements and fair value adjustments on commodity swap derivatives in “Product revenue” in the Condensed Consolidated Statements of Operations. The following table presents commodity swap derivatives activities for the three and 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 gain (loss) on commodity swaps $ 5,533 $ ( 2,790 ) $ 220 $ ( 20,002 ) (Unfavorable) favorable fair value adjustment $ ( 952 ) $ 6,027 $ 13,351 $ ( 18,067 ) 20 Table of Contents 13. SHARE-BASED COMPENSATION The Company granted various Class A and Class C Shares, restricted stock units (“RSUs”) and performance stock units (“PSUs”) to members of the Board and employees. The Class A Shares and Class C Shares and RSUs are subject to service requirements for vesting and the PSUs have both service requirements and market condition performance requirements for vesting. These units are recorded at grant-date fair value and compensation expense is recognized on a straight‑line or graded straight-line basis over the vesting period within “general and administrative expenses” of the Condensed Consolidated Statements of Operations in accordance with FASB ASC 718 , C ompensation - Stock Compensation . Forfeitures are recognized as they occur. Class A Shares and Class C Shares The table below summarizes Class A Share and Class C Share activities for the nine months ended September 30, 2025: Number of Shares Weighted Avg Grant-Date Fair Market Value Per Unit Outstanding and unvested shares at December 31, 2024 5,399,730 $ 28.89 Vested 2,359,102 31.18 Outstanding and unvested shares at 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 nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Aggregate intrinsic value of vested Class A Shares $ — $ 1,102 $ 134,139 $ 1,756 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 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. Restricted Stock Units RSUs were granted to certain executives and employees under the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan (the “2019 Plan”) with various service vesting requirements. Such RSUs may be settled only for shares of Class A Common Stock on a one -for-one basis, contingent upon continued employment. The table below summarizes RSUs activities for the nine months ended September 30, 2025: Number of Shares Weighted Avg Grant-Date Fair Market Value Per Unit Outstanding and unvested shares at December 31, 2024 698,595 $ 33.11 Granted 578,548 49.58 Vested 293,944 46.40 Forfeited 17,536 41.13 Outstanding and unvested shares at September 30, 2025 (1) 965,663 $ 41.06 (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. 21 Table of Contents 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 (In thousands) Aggregate intrinsic value of vested RSUs $ 1,031 $ 387 $ 15,139 $ 11,469 Grant-date fair value of vested RSUs $ 1,021 $ 372 $ 13,618 $ 11,243 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. Performance Stock Units The Company granted PSUs pursuant to the 2019 Plan to certain of its employees and executives. These PSUs vest and become earned upon the achievement of certain performance goals based on the Company’s annualized absolute total stockholder return and the Company’s relative total stockholder return as compared to the performance peer group during a three-year performance period. Depending on the results achieved during the three-year performance period, the actual number of Class A Common Stock that a holder of the PSUs earns at the end of the performance period may range from 0 % to 200 % of the target number of PSUs granted. The fair value of the PSUs is determined using a Monte Carlo simulation at the grant date. The Company recognized compensation expense for PSUs on a straight-line basis over the performance period. Any PSU not earned at the end of the performance period will be forfeited. The table below summarizes PSU activities for the nine months ended September 30, 2025: Number of Shares Weighted Avg Grant-Date Fair Market Value Per Unit Outstanding and unvested shares at December 31, 2024 198,703 $ 36.76 Granted 148,794 40.66 Outstanding and unvested shares at 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 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: March 2025 Grant-date fair value per unit $ 42.10 Beginning average price $ 55.95 Risk-free interest rate 3.93 % Volatility factor 33 % Expected term 2.82 years As of 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 $ 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 is to recognize $ 2.9 million in additional stock-based compensation cost, which is amortized over the remaining term of respective equity awards. 22 Table of Contents 14. INCOME TAXES The Company is subject to U.S. federal income tax and state taxes. Income tax expense included in the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Income before income taxes $ 16,658 $ 91,914 $ 120,230 $ 249,270 Income tax expense $ 1,109 $ 8,260 $ 11,003 $ 21,261 Effective tax rate 6.66 % 8.99 % 9.15 % 8.53 % 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. 15. NET INCOME PER SHARE The computation of basic and diluted net income per share for the periods presented in the Condensed Consolidated Financial Statements is shown in the tables below: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands, except per share amounts) Net income attributable to Class A common shareholders $ 5,265 $ 25,763 $ 35,040 $ 74,505 Less: Net income available to participating unvested restricted Class A common shareholders (1) ( 3,398 ) ( 4,755 ) ( 9,831 ) ( 13,636 ) Total net income attributable to Class A common shareholders $ 1,867 $ 21,008 $ 25,209 $ 60,869 Weighted average shares outstanding - basic 61,866 59,811 61,256 59,116 Dilutive effect of unvested Class A common shares (2) 562 613 864 736 Weighted average shares outstanding - diluted (3) 62,428 60,424 62,120 59,852 Net income available per common share - basic $ 0.03 $ 0.35 $ 0.41 $ 1.03 Net income available per common share - diluted $ 0.03 $ 0.35 $ 0.41 $ 1.02 (1) Represents dividends paid to unvested Class A and Class C Shares, RSUs and PSUs. (2) Includes dilutive effect from both RSUs and PSUs on unvested Class A common shares. (3) The effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) would have been anti-dilutive for all periods presented in which the Common Units were outstanding. 16. COMMITMENTS AND CONTINGENCIES Accruals for loss contingencies arising from claims, assessments, litigation, environmental and other sources are recorded when it is probable that a liability has been incurred, and the amount can be reasonably estimated. These accruals are adjusted as additional information becomes available, or circumstances change. As of September 30, 2025 and December 31, 2024, there were no accruals for loss contingencies. 23 Table of Contents Litigation The Company is a party to various legal actions arising in the ordinary course of its business. In accordance with FASB ASC 450, Contingencies , the Company accrues reserves for outstanding lawsuits, claims and proceedings when a loss contingency is probable and can be reasonably estimated. The Company estimates the amount of loss contingencies using current available information from legal proceedings, advice from legal counsel and available insurance coverage. Due to the inherent subjectivity of the assessments and unpredictability of the outcomes of the legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to the Company from the legal proceedings in question. There were no litigation-related accrued reserves as of 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, we hold, no allowance has currently been established for these items as we have legally enforceable agreements with these parties. Environmental Matters The Company is subject to various local, state, and federal laws and regulations relating to various environmental matters during the ordinary course of business. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our operations. Moreover, changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly requirements could require the Company to make significant expenditures to attain and maintain compliance or may otherwise have a material adverse effect on its operations, competitive position, or financial condition. As of the Durango Closing Date, the Company has become potentially liable for civil penalties related to excess emission violations of certain gas plants and compressor stations acquired. The Company recorded an initial liability of $ 24.0 million based on information related to the alleged violations available as of the Durango Closing Date. The estimated environmental matter-related liability was $ 24.0 million as of 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 Durango Acquisition On June 24, 2024, the Company consummated the previously announced Durango Acquisition. 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. Upon closing, the Company evaluated the earn out consideration classification in accordance with ASC 480. The Company determined the earn out consideration to be classified as a liability based on the settlement provision. As of closing 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 As part of the acquisition of Permian Gas on June 11, 2019, consideration included a contingent liability arrangement with PDC Permian, Inc. (“PDC”). The arrangement requires additional monies to be paid by the Company to PDC on a per Mcf basis if the actual annual Mcf volume amounts exceed forecasted annual Mcf volume amounts starting in 2020 and continuing through 2029. The total monies paid under this arrangement are capped at $ 60.5 million and are payable on an annual basis over the earn out period. PDC’s actual annual Mcf volume did not exceed the incentive forecast volume during the past five years and is not expected to over the next four years ; therefore, no contingent consideration liability is accrued as of September 30, 2025 and December 31, 2024. 24 Table of Contents 17. SEGMENTS 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. No operating segments have been aggregated to form the reportable segments. Therefore, our two operating segments represent our reportable segments. The activities of each of our reportable segments from which the Company earns revenues and incurs expenses are described below: • Midstream Logistics: The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. • Pipeline Transportation: The Pipeline Transportation segment consists of equity investment interests in three Permian Basin pipelines that access various points along the U.S. Gulf Coast, Kinetik NGL Pipeline and Delaware Link Pipeline. The current operating pipelines transport crude oil, natural gas and NGLs. 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. The CODM considers budget-to-actual and forecast-to-actual variances on a monthly basis for both measures when making decisions about allocating capital and personnel to the segments. The Midstream Logistics segment accounts for more than 99 % of the Company’s operating revenues, cost of sales (excluding depreciation and amortization), operating expenses and ad valorem expenses. The Pipeline Transportation segment contains all of the Company’s equity method investments, which contribute more than 92 % of the segment’s adjusted EBITDA. Corporate and Other 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. 25 Table of Contents 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 nine months ended September 30, 2025 and 2024: Midstream Logistics Pipeline Transportation Corporate and Other (1) Elimination Consolidated For the three months ended September 30, 2025 (In thousands) Revenue $ 458,621 $ 2,325 $ — $ — $ 460,946 Other revenue 3,021 2 — — 3,023 Intersegment revenue (2) — 5,793 — ( 5,793 ) — Total segment operating revenue 461,642 8,120 — ( 5,793 ) 463,969 Costs of sales (excluding depreciation and amortization expense) ( 236,001 ) 610 — — ( 235,391 ) Intersegment costs of sales ( 5,793 ) — — 5,793 — Operating expenses (3) ( 82,486 ) ( 750 ) — — ( 83,236 ) General and administrative expenses ( 6,610 ) ( 241 ) ( 23,245 ) — ( 30,096 ) Proportionate EMI EBITDA — 87,715 — — 87,715 Other segment items (4) 20,606 — 19,067 — 39,673 Segment Adjusted EBITDA (5) $ 151,358 $ 95,454 $ ( 4,178 ) $ — $ 242,634 Reconciliation of Segment Adjusted EBITDA to income before income taxes Segment Adjusted EBITDA (5) $ 151,358 $ 95,454 $ ( 4,178 ) $ — $ 242,634 Add back: Other interest income — — 166 — 166 Equity in earnings of unconsolidated affiliates — 58,289 — — 58,289 Deduct: Interest expense 37 — 61,684 — 61,721 Depreciation and amortization expenses 93,095 2,308 6 — 95,409 Contract assets amortization 1,744 — — — 1,744 Proportionate EMI EBITDA — 87,715 — — 87,715 Share-based compensation — — 14,229 — 14,229 Loss on disposal of assets, net 50 — — — 50 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 Income (loss) before income taxes $ 37,707 $ 63,720 $ ( 84,769 ) $ — $ 16,658 26 Table of Contents Midstream Logistics Pipeline Transportation Corporate and Other (1) Elimination Consolidated For the three months ended September 30, 2024 (In thousands) Revenue $ 391,331 $ 2,192 $ — $ — $ 393,523 Other revenue 2,837 2 — — 2,839 Intersegment revenue (2) — 6,748 — ( 6,748 ) — Total segment operating revenue 394,168 8,942 — ( 6,748 ) 396,362 Costs of sales (excluding depreciation and amortization expense) ( 144,648 ) 62 — — ( 144,586 ) Intersegment costs of sales ( 6,748 ) — — 6,748 — Operating expenses (3) ( 61,010 ) ( 690 ) — — ( 61,700 ) General and administrative expenses ( 6,542 ) ( 409 ) ( 22,668 ) — ( 29,619 ) Proportionate EMI EBITDA — 88,229 — — 88,229 Other segment items (4) ( 1,597 ) — 18,594 — 16,997 Segment Adjusted EBITDA (5) $ 173,623 $ 96,134 $ ( 4,074 ) $ — $ 265,683 Reconciliation of Segment Adjusted EBITDA to income before income taxes Segment Adjusted EBITDA (5) $ 173,623 $ 96,134 $ ( 4,074 ) $ — $ 265,683 Add back: Other interest income — — 572 — 572 Gain on sale of equity method investment — 29,953 — — 29,953 Commodity hedging unrealized gain 8,817 — — — 8,817 Equity in earnings of unconsolidated affiliates — 53,244 — — 53,244 Deduct: Interest expense 2,666 — 63,363 — 66,029 Depreciation and amortization expenses 85,273 2,305 5 — 87,583 Contract assets amortization 1,655 — — — 1,655 Proportionate EMI EBITDA — 88,229 — — 88,229 Share-based compensation — — 15,171 — 15,171 Contingent liabilities fair value adjustment 1,400 — — — 1,400 Integration costs 1,208 — 1,332 2,540 Acquisition transaction costs — — 31 — 31 Other one-time costs or amortization 1,657 — 2,060 — 3,717 Income (loss) before income taxes $ 88,581 $ 88,797 $ ( 85,464 ) $ — $ 91,914 27 Table of Contents Midstream Logistics Pipeline Transportation Corporate and Other (1) Elimination Consolidated For the nine months ended September 30, 2025 (In thousands) Revenue $ 1,318,459 $ 7,162 $ — $ — $ 1,325,621 Other revenue 8,343 6 — — 8,349 Intersegment revenue (2) — 18,271 — ( 18,271 ) — Total segment operating revenue 1,326,802 25,439 — ( 18,271 ) 1,333,970 Costs of sales (excluding depreciation and amortization expense) ( 615,624 ) 172 — — ( 615,452 ) Intersegment costs of sales ( 18,271 ) — — 18,271 — Operating expenses (3) ( 226,283 ) ( 1,951 ) — — ( 228,234 ) General and administrative expenses ( 18,731 ) ( 901 ) ( 72,300 ) — ( 91,932 ) Proportionate EMI EBITDA — 263,345 — — 263,345 Other segment items (4) 14,870 — 59,017 — 73,887 Segment Adjusted EBITDA (5) $ 462,763 $ 286,104 $ ( 13,283 ) $ — $ 735,584 Reconciliation of Segment Adjusted EBITDA to income before income taxes Segment Adjusted EBITDA (5) $ 462,763 $ 286,104 $ ( 13,283 ) $ — $ 735,584 Add back: Other interest income — — 1,274 — 1,274 Gain on disposal of assets, net 15 — — — 15 Commodity hedging unrealized gain 13,131 — — — 13,131 Equity in earnings of unconsolidated affiliates — 174,472 — — 174,472 Deduct: Interest expense 97 — 173,852 — 173,949 Depreciation and amortization expenses 274,903 6,924 18 — 281,845 Contract assets amortization 5,054 — — — 5,054 Proportionate EMI EBITDA — 263,345 — — 263,345 Share-based compensation — — 44,577 — 44,577 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 Income (loss) before income taxes $ 175,454 $ 190,307 $ ( 245,531 ) $ — $ 120,230 28 Table of Contents Midstream Logistics Pipeline Transportation Corporate and Other (1) Elimination Consolidated For the nine months ended September 30, 2024 (In thousands) Revenue $ 1,082,236 $ 6,566 $ — $ — $ 1,088,802 Other revenue 8,122 289 — — 8,411 Intersegment revenue (2) — 19,288 — ( 19,288 ) — Total segment operating revenue 1,090,358 26,143 — ( 19,288 ) 1,097,213 Costs of sales (excluding depreciation and amortization expense) ( 444,767 ) ( 19 ) — — ( 444,786 ) Intersegment costs of sales ( 19,288 ) — — 19,288 — Operating expenses (3) ( 159,455 ) ( 2,223 ) — — ( 161,678 ) General and administrative expenses ( 13,766 ) ( 1,263 ) ( 79,817 ) — ( 94,846 ) Proportionate EMI EBITDA — 262,553 — — 262,553 Other segment items (4) 11,083 — 64,105 — 75,188 Segment Adjusted EBITDA (5) $ 464,165 $ 285,191 $ ( 15,712 ) $ — $ 733,644 Reconciliation of Segment Adjusted EBITDA to income before income taxes Segment Adjusted EBITDA (5) $ 464,165 $ 285,191 $ ( 15,712 ) $ — $ 733,644 Add back: 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 Equity in earnings of unconsolidated affiliates — 169,668 — — 169,668 Deduct: Interest expense 5,273 — 162,272 — 167,545 Depreciation and amortization expenses 229,336 6,897 17 — 236,250 Contract assets amortization 4,965 — — — 4,965 Proportionate EMI EBITDA — 262,553 — — 262,553 Share-based compensation — — 52,868 — 52,868 Loss on disposal of assets, net 4,090 — — — 4,090 Loss on debt extinguishment — — 525 — 525 Contingent liabilities fair value adjustment 1,400 — — — 1,400 Integration costs 1,792 — 3,299 — 5,091 Acquisition transaction costs — — 3,538 — 3,538 Other one-time costs or amortization 4,048 — 4,400 — 8,448 Income (loss) before income taxes $ 215,196 $ 275,246 $ ( 241,172 ) $ — $ 249,270 (1) Corporate and Other represents those results that: (i) are not specifically attributable to an operating segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Items included here to reconcile operating segments’ profit and loss with the Company’s consolidated profit and loss. (2) The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value. Intersegment revenue is eliminated at consolidation. (3) Operating expenses includes ad valorem taxes. (4) Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, 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; please see Key Performance Metrics in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, for a definition and reconciliation to the GAAP measure. 29 Table of Contents 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) Consolidated For the three months ended September 30, 2025 (In thousands) Income tax expenses $ — $ — $ 1,109 $ 1,109 Capital expenditure (3)(4) $ 171,824 $ 2 $ — $ 171,826 For the three months ended September 30, 2024 Income tax expenses $ — $ — $ 8,260 $ 8,260 Capital expenditure (3)(4) $ 60,053 $ 3,373 $ — $ 63,426 Midstream Logistics Pipeline Transportation Corporate and Other (1) Consolidated For the nine months ended September 30, 2025 (In thousands) Income tax expenses $ — $ — $ 11,003 $ 11,003 Capital expenditure (3)(4) $ 388,988 $ 245 $ — $ 389,233 For the nine months ended September 30, 2024 Income tax expenses $ — $ — $ 21,261 $ 21,261 Capital expenditure (3)(4) $ 158,171 $ 5,378 $ — $ 163,549 September 30, December 31, 2025 2024 Total assets: (In thousands) Midstream Logistics $ 4,706,271 $ 4,326,954 Pipeline Transportation (2) 2,231,968 2,270,403 Segment total assets 6,938,239 6,597,357 Corporate and other (1) 263,834 217,580 Total assets $ 7,202,073 $ 6,814,937 (1) Corporate and Other activities represents those results that: (i) are not specifically attributable to an operating segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Items included here to reconcile operating segments profit and loss with the Company’s consolidated profit and loss. (2) The Pipeline Transportation segment includes investments in unconsolidated affiliates of $ 2.09 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 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. 30 Table of Contents 18. SUBSEQUENT EVENTS 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. 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 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. 31 Table of Contents