What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-03-03 · 213 added, 195 removed, 194 unchanged (68% of the section changed)

4 unchanged sentences

Unless otherwise noted or the context requires otherwise, references herein to Kinetik Holdings Inc., “the Company”, “us”, “our”, “we” or similar terms, with respect to time periods prior to February 22, 2022, include BCP and its consolidated subsidiaries and do not include ALTM and its consolidated subsidiaries, while references herein to Kinetik Holdings Inc.,“the Company”, “us”, “our”, “we” or similar terms, with respect to time periods from and after February 22, 2022, include ALTM and its consolidated subsidiaries.

Significant Business Combinations

On February 22, 2022, (“the Altus Closing Date”), Kinetik Holdings Inc., a Delaware corporation (formerly known as Altus Midstream Company), consummated the business combination transactions contemplated by the Contribution Agreement, dated as of October 21, 2021 (the “Contribution Agreement”), by and among the Company, Altus Midstream LP (now known as Kinetik Holdings LP, the “Partnership”), a Delaware limited partnership and subsidiary of Altus Midstream Company.

New BCP Raptor Holdco, LLC, a Delaware limited liability company, and BCP.

The transactions contemplated by the Contribution Agreement are referred to herein as the “Altus Acquisition.” In connection with the closing of the transaction, the Company changed its name from “Altus Midstream Company” to “Kinetik Holdings Inc.” Upon closing of the business combination, BCP and its subsidiaries became wholly owned subsidiaries of the Partnership.

The Altus Acquisition was accounted for as a reverse merger pursuant to ASC 805.

On June 24, 2024 (the “Durango Closing Date”), the Company consummated the previously announced transaction contemplated by 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 (“Durango Acquisition”).

The Durango Acquisition was accounted for as a business combination in accordance with ASC 805.

Refer to Note 3—Business Combination in the Notes to the Consolidated Financial Statements in this Annual Report for further information regarding the Durango Acquisition.

We are an integrated midstream energy company in the Permian Basin providing comprehensive gathering, transportation, compression, processing and treating services.

3 unchanged sentences

and crude oil gathering, stabilization, storage and transportation.

The Company’s corporate office is located in Houston, Texas and our operations are strategically located in the heart of the Delaware Basin.

Our operations are strategically located in the heart of the Delaware Basin.

Our Operations and Segments

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

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

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

Gulf Coast, Kinetik NGL Pipelines and Delaware Link Pipeline.

The pipelines transport crude oil, natural gas and NGLs within the Permian Basin and to the U.S.

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

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

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

Gulf Coast and Mexico markets, as well as Kinetik NGL and Delaware Link Pipelines.

The pipelines transport natural gas and NGLs within the Permian Basin and to the U.S.

Midstream Logistics

Gas Gathering and Processing.

The Midstream Logistics segment provides gas gathering and processing services with over 3,900 miles of low and high-pressure steel pipeline located throughout the Delaware Basin, including over 2,300 miles of gas

Index to Financial Statements

pipeline acquired through the Durango Acquisition, and over 570,000 horsepower of compression capacity.

An additional 214 miles of gathering pipeline was added to our system through the Permian Resources Midstream Acquisition closed during January 2025.

Gas processing assets are centralized at seven processing complexes with system-wide front-end amine treating capability, 6.5 MMcf/d AGI capacity and total cryogenic processing capacity of approximately 2.2 Bcf/d as of today and over 2.4 BCF/d once the Kings Landing Project is complete in mid-2025.

The Midstream Logistics segment provides gas gathering and processing services with over 4,200 miles of low and high-pressure steel pipeline located throughout the Delaware Basin, and over 825,000 horsepower of compression capacity.

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

In addition, the Midstream Logistics segment provides system-wide amine treating and 6.5 MMcf/d of acid gas injection capacity.

Crude Oil Gathering, Stabilization and Storage Services.

1 unchanged sentence

The system includes approximately 280 miles of gathering pipeline and 90,000 barrels of crude storage.

An additional 75 miles of gathering pipeline was added to our crude gathering assets through the Permian Resources Midstream Acquisition closed during January 2025.

The crude facilities have connections for takeaway transportation into certain facilities operated by Plains All American Pipeline, L.P.

Index to Financial Statements

Water Gathering and Disposal.

The system includes over 360 miles of gathering pipeline and approximately 580,000 barrels per day of permitted disposal capacity.

The system includes approximately 370 miles of gathering pipeline and approximately 580,000 barrels per day of permitted disposal capacity.

Pipeline Transportation

EMI Pipelines.

The Company owns the following equity interests in three EMI pipelines in the Permian Basin with access to various points along the U.S.

1) an approximate 55.5% equity interest in Permian Highway Pipeline LLC (“ PHP”), which is also owned and operated by Kinder Morgan;

2) 33.0% equity interest in Shin Oak, which is owned by Breviloba, LLC, and operated by Enterprise Products Operating LLC;

and 3) 27.5% equity interest in Epic Crude Holdings, LP (“EPIC”), which is operated by EPIC Consolidated Operations, LLC.

The increase of equity interest in EPIC was related to the purchase of an additional 12.5% equity interest from a third party in July 2024.

Kinetik NGL Pipelines.

The Kinetik NGL Pipelines consist of approximately 96 miles of NGL pipelines connecting our East Toyah and Pecos complexes to Waha, including our 20-inch Dewpoint pipeline that spans 40 miles, and our 30 mile, 20-inch Brandywine Pipeline connecting to our Diamond Cryogenic complex.

The Kinetik NGL pipeline system has a capacity approximate 580 MBbl/d.

The Company owns the following equity interests in two EMI Pipelines in the Permian Basin with access to various points along the U.S.

Gulf Coast and Mexico markets:

1) an approximate 55.5% equity interest in PHP, which is also owned and operated by Kinder Morgan;

and 2) 33.0% equity interest in Shin Oak, which is owned by Breviloba, LLC, and operated by Enterprise Products Operating LLC.

Kinetik NGL Pipeline System.

The Kinetik NGL Pipeline System consists of approximately 96 miles of NGL pipelines connecting our East Toyah and Pecos complexes to Waha, including our 20-inch Dewpoint pipeline that spans over 40 miles, and our 28 mile, 20-inch Brandywine Pipeline connecting to our Diamond Cryogenic complex.

The Kinetik NGL Pipeline System has a capacity of approximately 580 MBbl/d.

Delaware Link Pipeline.

The Delaware Link Pipeline consists of approximately 40 miles of 30-inch diameter pipeline with a capacity of approximately 1.0 Bcf/d that provides additional transportation capacity to Waha.

The project reached commercial in-service in October 2023.

The Delaware Link Pipeline consists of approximately 40 miles of 30-inch diameter pipeline with an initial capacity of approximately 1.0 Bcf/d that provides additional transportation capacity to Waha.

ECCC Pipeline.

The ECCC Pipeline is under construction, which provides connection from Eddy County, New Mexico to Culberson County, Texas, and approximately 150 MMcfp/d of initial rich gas throughput capacity.

The ECCC Pipeline is estimated to be in-service during the second quarter of 2026.

Recent Developments

Permian Resources Midstream Assets Acquisition

On December 10, 2024, the Company announced it has entered into a definitive agreement with Permian Resources to acquire certain natural gas and crude oil gathering systems assets, primarily located in Reeves County, Texas, for $178.4 million of cash consideration.

The Permian Resources Midstream Acquisition provides a multi-stream opportunity for natural gas gathering, compression and processing, as well as crude gathering services for the Company.

The transaction closed in early January 2025 following satisfaction of customary closing conditions.

EPIC Equity Interest

During the third quarter of 2024, the Company consummated the Equity Sale and Purchase Agreement with Dos Rios Crude Intermediate LLC to purchase a 12.5% of equity interest in EPIC.

The acquisition of additional interest is accounted for as a business acquisition pursuant to ASC 805.

After completion of the transaction, the Company owned a 27.5% equity interest in EPIC.

EPIC has over 800 miles of pipeline connecting the Delaware and Midland Basins to the U.S.

Gulf Coast and has a capacity of 625 MBbl/d.

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 Permian Gathering and 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.

The Barilla Draw Acquisition provides a multi-stream opportunity for natural gas gathering, compression and processing, as well as crude gathering services for the Company.

Refer to Note 3—Business Combinations in the Notes to the Consolidated Financial Statements in this Annual Report for more information.

Kings Landing Processing Complex

The Company achieved full commercial in-service at Kings Landing in late September 2025.

This new processing complex in Eddy County, New Mexico adds over 200 MMcf/d of gas processing capacity.

In addition, the Company reached final investment decision in the third quarter 2025 to its Acid Gas Injection (“AGI”) project at Kings Landing.

The project will enable the Company to handle elevated levels of H₂S and CO₂ across all three Delaware North processing complexes.

The project is expected to be in-service by year end 2026.

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

The Company recognized a net gain of $415.4 million for the year ended December 31, 2025 in relation to this transaction.

In addition, the Company can receive approximately $96.0 million attributable to an earnout, 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.

Financing Activities

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 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”).

Index to Financial Statements

Durango Acquisition

On June 24, 2024, the Company consummated the previously announced Durango Acquisition for an adjusted purchase price of approximately $785.7 million, consisting of (i) $358.0 million of cash consideration paid at closing, (ii) approximately 3.8 million shares of Class C Common Stock and an equivalent number of common units in the Partnership (“OpCo Units”), issued at closing and (iii) approximately 7.7 million shares of Class C Common Stock and an equivalent number of OpCo Units to be issued on July 1, 2025.

Durango Seller is also entitled to an earn out of up to $75.0 million in cash contingent upon the completion and placing into service of the Kings Landing Project in Eddy County, New Mexico, which is currently under construction.

This earn out is subject to reduction based on actual capital costs associated with the Kings Landing Project.

This transaction was accounted for as a business combination pursuant to ASC 805.

Refer to Note 3—Business Combinations in the Notes to our Consolidated Financial Statements in this Annual Report for further information.

The Durango Acquisition significantly expands Kinetik’s footprint into New Mexico and the Northern Delaware Basin, expanding Kinetik’s processing capacity by over 200 MMcf/d and doubling its existing gathering pipeline mileage.

An additional 200 MMcf/d of processing capacity will be added upon completion of the Kings Landing Project.

GCX Divestiture

On June 4, 2024, the Company consummated the previously announced transaction contemplated by the GCX Purchase Agreement to sell its 16% equity interest in GCX for an adjusted purchase price of $524.4 million (the "GCX Sale"), including an additional $30.0 million earn out in cash upon the approval by the GCX Board of Directors of one or more capital projects that achieve certain capacity expansion criteria.

Net cash proceeds of $494.4 million were received from the GCX Buyer on June 4, 2024 and the cash earn out was received in September 2024.

The Company recognized a gain of $89.8 million upon closing of the GCX Sale.

On April 2, 2024, Kinetik Receivables, a bankruptcy remote special purpose entity formed as a direct subsidiary of the Partnership, which is a subsidiary of the Company entered into an A/R Facility with an initial facility limit of $150.0 million with PNC Bank, as the administrative agent, and certain purchasers party thereto from time to time, which has a scheduled termination date of April 1, 2025.

Pursuant to the A/R Facility, the Company and certain of its subsidiaries continuously transfer receivables to Kinetik Receivables and Kinetik Receivables transfers receivables that meet certain qualifying conditions to third-party purchasers in exchange for cash.

These receivables are held by Kinetik Receivables and are pledged to secure the collectability of the sold receivables.

The amount available for borrowings at any one time under the 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 December 31, 2024, eligible accounts receivable of $140.2 million was pledged to the A/R Facility as collateral and $9.8 million was available to be invested by the purchasers.

The net proceeds of the A/R Facility were used, together with cash on hand, to repay a portion of the outstanding borrowings under the existing term loan credit facility (the “Term Loan Credit Facility”), lowering the remaining balance to $1.0 billion.

As a result, the maturity of the Term Loan Credit Facility extended to December 8, 2026.

Secondary Offering of Common Stock

On March 13, 2024, the Company and Apache (the “Selling Stockholder”) entered into an Underwriting Agreement with Goldman Sachs & Co.

LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Selling Stockholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, 13,079,871 shares of Class A Common Stock.

The Company did not receive any proceeds from the sale of shares of Common Stock in the offering.

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

The Partnership expects to renew the facility upon its termination.

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

On May 30, 2025, the Partnership entered into a revolving credit agreement that provides a $1.60 billion senior unsecured revolving credit facility, which includes a $200.0 million sublimit for the issuance of letters of credit, and a $300.0 million sublimit for swingline loans (the “Revolving Credit Agreement”).

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

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 (the “2022 Term Loan Credit Agreement”) and (2) the 2022 revolving credit agreement, dated June 8, 2022 (the “2022 Revolving Credit Agreement”).

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

Factors Affecting Our Business

1 unchanged sentence

There has been, and we believe there will continue to be, volatility in commodity prices and in the relationships among NGLs, crude oil and natural gas prices.

As a result of uncertainty around global commodity supply and demand, global geopolitical conflicts, foreign and trade policies with the new U.S.

presidential administration, as well as the ongoing armed conflict in Ukraine, global oil and natural gas commodity prices continue to remain volatile.

As a result of uncertainty around global commodity supply and demand, global geopolitical conflicts, foreign and domestic trade policies implemented by the Trump Administration and responses thereto, and recent action by OPEC+, global oil and natural gas commodity prices continue to remain volatile.

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

Although ongoing armed conflicts might generate commodity price upward pressure, and our operations

Index to Financial Statements

could benefit in an environment of higher natural gas, NGLs and condensate prices, the instability of the international political environment and human and economic hardship resulting from the conflicts would have a highly uncertain impact on the U.S.

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

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

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

Our product sales revenue is exposed to commodity price fluctuations.

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

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

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

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

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

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

In addition, our business requires access to steel and other materials to construct and maintain our pipelines and other midstream assets.

Imposition of, or increase in, tariffs on imports of steel or other materials, as well as corresponding price increases for such materials available domestically, could increase our construction costs and our costs to maintain our assets.

The Company continues to monitor costs of materials used for capital expenditure and considers budget-to-actual and forecast-to-actual variances on a monthly basis to mitigate volatility risk.

See Part I , Item 1A .

Risk Factors for additional discussion.

Inflation and Interest Rates

The annual rate of inflation in the U.S.

was 3.00% in January 2025 as measured by the Consumer Price Index.

In light of the recent economic activity, unemployment level and uncertainty in policy making with the Trump Administration, the FOMC decided to maintain the target range for the federal funds rate at 4.25 % - 4.50% during its meeting in January 2025.

During the meeting, the FOMC noted that the economic outlook is uncertain and the Committee is attentive to the risks to both sides of its dual mandate and is strongly committed to supporting maximum employment and returning inflation to its 2.00% objective.

If interest rates elevated beyond the term of our hedges, our financing cost will increase and could have a negative impact on the Company’s ability to meet its contractual debt obligations and to fund its operating expenses and capital expenditures.

The annual rate of inflation in the United States was 2.4% in January 2026 as measured by the Consumer Price Index.

In light of the recent economic activity and labor market conditions, the FOMC decided to maintain the target range for the federal funds rate to 3.50% - 3.75 % during its meeting in January 2026.

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

job gains have remained low and the unemployment rate has shown some signs of stabilization, and inflation has remained somewhat elevated.

The FOMC also noted that it remains attentive to the risks to both sides of its dual mandate and seeks to achieve maximum employment and inflation at the rate of 2.00%.

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

12 unchanged sentences

Operating costs and expenses:

Cost of sales (exclusive of depreciation and amortization expenses) *

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

785,948 620,618 27 %

12 unchanged sentences

(635) (525) 21 %

Gain on sale of equity method investment 89,802 — 100 %

Gain on sale of equity method investment 415,409 89,802 NM

Interest expense (233,371) (217,235) 7 %

Equity in earnings of unconsolidated affiliates 226,351 213,191 6 %

Total other income (expense), net

Total other income, net

411,737 88,035 NM

1 unchanged sentence

576,656 267,268 116 %

Income tax expense (benefit)

Income tax expense

50,728 23,035 120 %

Net income including noncontrolling interests $ 244,233 $ 386,452 (37) %

*Cost of sales (exclusive of depreciation and amortization) is net of gas service revenues totaling $219.7 million and $148.3 million for the years ended December 31, 2024 and 2023, respectively, for certain volumes where we act as principal.

Net income including noncontrolling interest

$ 525,928 $ 244,233 115 %

(1) Cost of sales (excluding depreciation and amortization expenses) is net of gas service revenues totaling $315.6 million and $219.7 million for the years ended December 31, 2025 and 2024, respectively, for certain volumes where we act as principal.

NM - Not meaningful

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

For the year ended December 31, 2024, revenue increased $226.5 million, or 18%, to $1,482.9 million, compared to $1,256.4 million for the same period in 2023.

The increase was primarily driven by higher period-over-period product revenue due to increased natural gas residue volumes sold and increased gathered and processed gas volumes.

For the year ended December 31, 2025, revenue increased by $0.28 billion, or 19%, to $1.76 billion, compared to $1.48 billion for the same period in 2024.

The increase was primarily driven by higher period-over-period product revenue due to increased NGL and condensate volumes sold and increased natural gas residue prices.

Service revenue

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

Service revenue for the year ended December 31, 2024, decreased by $9.8 million, or 2%, to $408.0 million, compared to $417.8 million for the same period in 2023.

The decrease was primarily driven by lower period-over-period gas gathering fees of $9.5 million.

Total gathered and processed gas volumes increased 227.4 Mcf per day, or 13% and 189.9 Mcf per day, or 13%, respectively.

Of the increase, Durango’s operations, on a six months basis, accounted for 105.8 Mcf per day and 98.2 Mcf per day of gathered and processed gas volumes, respectively.

However, the total gathered and processed gas volumes where we function as the agent decreased period-over-period causing the change in net gas gathering fees presented as revenues to be down 3%.

Service revenue for the year ended December 31, 2025, increased by $37.5 million, or 9%, to $445.5 million, compared to $408.0 million for the same period in 2024.

The increase was primarily driven by higher period-over-period gas gathering fees of $29.0 million, and higher period-over-period crude gathering fees of $8.7 million, which was driven by a period-over-period increase in gathered crude volumes of 21.3 million Bbls per day, or 55%.

Period-over-period total gathered and processed gas volumes increased by 325.8 MMcf per day, or 17% and 172.6 MMcf per day, or 11%, respectively.

Of the increase, Durango’s operations accounted for 146.9 MMcf per day and 142.5 MMcf per day of gathered and processed gas volumes, respectively.

Over 97% of service revenues are included in the Midstream Logistics segment.

2 unchanged sentences

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

Product revenue for the year ended December 31, 2024, increased by $240.6 million, or 29%, to $1,063.0 million, compared to $822.4 million for the same period in 2023, primarily due to period-over-period increases in natural gas residue sales volumes of 51.7 million MMBtu, or over 200% and NGL and condensate volumes sold of 2.0 million barrels, or 6%.

The increase was also driven by a period-over-period increase in NGL prices of $0.62 per barrel, or 3% and condensate prices of $2.10 per barrel, or 3%.

The overall increase was partially offset by a decrease in natural gas prices of $0.42 per MMBtu, or 24%.

Product revenue for the year ended December 31, 2025, increased by $0.24 billion, or 23%, to $1.31 billion, compared to $1.06 billion for the same period in 2024, primarily due to a period-over-period increase in NGL and condensate volumes sold of 17.0 million barrels, or 41%, and a period-over-period increase in natural gas prices of $0.43 per MMBtu, or 33%, partially offset by a decrease in natural gas residue sales volumes of 9.8 million MMBtu, or 16%, and decreases in NGL and condensate prices of $2.87 per barrel, or 13% and $11.86 per barrel, or 16%, respectively.

Product revenues are included entirely in the Midstream Logistics segment.

Operating Costs and Expenses

Costs of sales (exclusive of depreciation and amortization)

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

For the year ended December 31, 2024, cost of sales increased $104.9 million, or 20%, to $620.6 million, compared to $515.7 million for the same period in 2023.

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

More than 99% of the cost of sales (exclusive of depreciation and amortization) are included in the Midstream Logistics segment.

Costs of sales (excluding depreciation and amortization expenses)

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

For the year ended December 31, 2025, cost of sales increased by $165.3 million, or 27%, to $785.9 million, compared to $620.6 million for the same period in 2024.

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

More than 99% of the cost of sales (excluding depreciation and amortization expenses) are included in the Midstream Logistics segment.

Operating expenses

Operating expenses increased by $75.4 million, or 38%, to $271.4 million for the year ended December 31, 2025, compared to $196.0 million for the same period in 2024.

Of the total increase, $23.6 million was driven by Durango’s operations that were acquired during late June 2024.

The remaining increase was primarily driven by increases in internal labor and repairs and maintenance totaling $10.7 million, which was related to the increased gathered and processed volumes during 2024.

Of the total increase, $29.9 million was driven by Durango’s full 12 months of operations, and $23.7 million was driven by Barilla Draw operations acquired in January 2025.

The remaining increase was primarily driven by increases in utility costs totaling $20.5 million.

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

General and administrative expenses

General and administrative expenses increased by $36.3 million, or 37% to $134.2 million for the year ended December 31, 2024, compared to $97.9 million for the same period in 2023.

The increase was mainly driven by higher share-based compensation of $20.6 million primarily due to the 2024 STI bonus being paid via stock during December versus March for prior years and $9.1 million of integration and transaction costs associated with the 2024 Durango and EPIC transactions.

The remaining increase primarily relates to higher internal labor expenses of $3.3 million related to the overall growth of the organization and payroll taxes on the aforementioned 2024 STI bonus, and higher insurance costs of $1.5 million primarily related to the Durango Acquisition as well as an incremental increase in insurance rates related to the legacy business.

Depreciation and amortization expenses

Depreciation and amortization expense increased by $58.4 million, or 18% to $382.6 million for the year ended December 31, 2025, compared to $324.2 million for the same period in 2024.

Of the total increase, $25.5 million was driven by the Durango Acquisition that was completed during late June 2024.

The remaining increase was driven by assets placed in service since the second half of 2023, including the Delaware Link Pipeline that was placed in service in October 2023 and the rich gas lateral into Lea County, New Mexico.

Loss on disposal of assets, net

Loss on disposal of asset, net decreased by $15.4 million, or 79% to $4.0 million for the year ended December 31, 2024, compared to $19.4 million for the same period in 2023.

The decrease was mainly due to $14.9 million less asset write-offs of obsolete gathering and processing systems and facilities in 2024 compared to 2023.

Of the total increase, $32.8 million was driven by the Durango Acquisition that was completed during late June 2024, and $9.9 million was driven by assets placed into service from Barilla Draw operations acquired in January 2025.

The remaining increase was driven by other assets placed in service during 2025.

Other Income (Expense)

Gain on sale of equity method investment

For the year ended December 31, 2024, we had gain on sale of equity method investment of $89.8 million compared to the same period in 2023 related to the GCX Sale consummated in the second quarter of 2024.

There was no such gain in 2023.

Gain on sale of equity method investment increased by $325.6 million, or over 300% to $415.4 million for the year ended December 31, 2025, compared to $89.8 million for the same period in 2024.

The increase was related to the higher gain realized on the EPIC Sale consummated in the fourth quarter of 2025, compared to the gain realized on the GCX sale during the second quarter of 2024.

Interest expense

Interest expense increased by $16.1 million, or 7%, to $233.4 million for the year ended December 31, 2025, compared to $217.2 million for the same period in 2024.

The increase in interest expense was primarily driven by a decrease in net realized and unrealized gains on interest rate swaps totaling $12.3 million and an increase in interest expenses of $10.0 million due to higher outstanding debt balances.

The increase was partially offset by an increase in capitalized interest of $6.2 million, mainly related to the Kings Landing Project.

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

Income Taxes Expense

Income tax expense increased by $27.7 million, or 120% to $50.7 million for the year ended December 31, 2025, compared to $23.0 million for the sa me period in 2024.

The increase was primarily due to the increase in income before income taxes of $309.4 million for the year ended December 31, 2025 compared to the same period in 2024.

Index to Financial Statements

Income taxes (benefit) expense

The Company recorded income tax expense of $23.0 million for the year ended December 31, 2024, compared to income tax benefit of $232.9 million for the sa me period in 2023.

The increase was primarily due to the release of the valuation allowance on federal deferred tax assets during the fourth quarter of 2023 compared to the recognition of deferred federal income tax of $19.5 million for year ended December 31, 2024.

As the Company achieved a three-year cumulative level of profitability as of December 31, 2024 and 2023, the Company concluded that it is more likely than not that its deferred tax assets will be realized and as such, no valuation allowance was recorded.

Key Performance Metrics

Adjusted EBITDA

Adjusted EBITDA is defined as net income including noncontrolling interests 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 hedging activities, fair value adjustments for contingent liabilities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges.

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

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

2 unchanged sentences

• Is widely used by analysts, investors and competitors to measure a company’s operating performance;

• Is a financial measurement that is used by rating agencies, lenders, and other parties to evaluate our credit worthiness;

• Is a financial measurement that is used by rating agencies, lenders, and other parties to evaluate our creditworthiness;

• Is used by our management for various purposes, including as a measure of performance and as a basis for strategic planning and forecasting.

1 unchanged sentence

The GAAP measure used by the Company that is most directly comparable to Adjusted EBITDA is net income including noncontrolling interests.

Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including noncontrolling interests or any other measure of financial performance presented in accordance with GAAP.

Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income including noncontrolling interests.

Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including noncontrolling interest or any other measure of financial performance presented in accordance with GAAP.

Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income including noncontrolling interest.

Adjusted EBITDA should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.

1 unchanged sentence

Reconciliation of non-GAAP financial measure

Company management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable GAAP measure, understanding the differences between Adjusted EBITDA as compared to net income including noncontrolling interests, and incorporating this knowledge into its decision-making processes.

Company management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable GAAP measure, understanding the differences between Adjusted EBITDA as compared to net income including noncontrolling interest, and incorporating this knowledge into its decision-making processes.

Management believes that investors benefit from having access to the same financial measure that the Company uses in evaluating operating results.

Index to Financial Statements

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

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

For The Year Ended December 31,

1 unchanged sentence

(In thousands, except percentage)

Reconciliation of net income including noncontrolling interests to Adjusted EBITDA

Net income including noncontrolling interests

Reconciliation of net income including noncontrolling interest to Adjusted EBITDA

Net income including noncontrolling interest

$ 525,928 $ 244,233 115 %

Interest expense 233,371 217,235 7 %

Income tax (benefit) expense 23,035 (232,908) (110) %

Income tax expense 50,728 23,035 120 %

Depreciation and amortization expenses 382,645 324,197 18 %

3 unchanged sentences

Loss on disposal of assets, net

8 4,040 (100) %

Loss on debt extinguishment 635 525 21 %

Commodity hedging unrealized loss 10,788 — 100 %

Contingent liabilities fair value adjustment 200 — 100 %

Integration costs 5,826 1,015 NM

Acquisition transaction costs 4,096 648 NM

Unrealized (gain) loss on derivatives (18,871) 10,788 NM

Contingent liabilities fair value adjustment 5,190 200 NM

Integration costs 14,958 5,826 157 %

Acquisition transaction costs 275 4,096 (93) %

Litigation costs

19,708 6,074 NM

Other one-time cost and amortization 7,540 6,027 25 %

Interest income 1,988 677 194 %

Warrant valuation adjustment — 88 (100) %

Commodity hedging unrealized gain — 4,291 (100) %

Gain on sale of equity method investment 89,802 — 100 %

Other interest income 1,510 1,988 (24) %

Gain on sale of equity method investment 415,409 89,802 NM

Equity income from unconsolidated affiliates 226,351 213,191 6 %

3 unchanged sentences

As discussed in the Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Annual Report, $226.5 million of the increase was due to increased total operating revenues, partially offset by increased cost of sales (exclusive of depreciation and amortization) of $104.9 million and an increase in operating expenses, ad valorem taxes and general and administrative expenses totaling of $73.8 million.

The increase was also driven by (i) higher proportionate EMI EBITDA of $40.6 million due to increased profitability at PHP related to expanded capacity that was placed into service starting in December 2023;

(ii) an increase in the add back related to share-based compensation of $20.6 million primarily due to new RSUs and PSUs granted during 2024;

(iii) an increase in the add back related to unrealized commodity hedging activities of $15.1 million;

and (iv) an increase in the add back of integration and acquisition transaction costs of $8.3 million primarily due to the Durango Acquisition in 2024.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Annual Report, $281.5 million of the increase was due to increased total operating revenues, partially offset by increased cost of sales (excluding depreciation and amortization expenses) of $165.3 million and an increase in operating expenses, ad valorem taxes and general and administrative expenses totaling $76.0 million.

The increase was also offset by (i) lower proportionate EMI EBITDA of $7.2 million primarily due to the sale of the Company’s equity interests in GCX in June 2024 and EPIC in October 2025;

(ii) a decrease in non-cash or unusual or one time items totaling $18.0 million, which was mainly driven by a decrease in share-based compensation of $13.9 million primarily due to a decrease of RSUs granted during 2025 and vesting of Class A shares and RSUs in the first quarter 2025, and a decrease in unrealized gain/loss in commodity hedging activities of $29.7 million, partially offset by an increase in integration, transaction, litigation costs and other one-time costs or amortization costs of $20.5 million, primarily related to the Durango and Barilla Draw acquisitions, and higher fair value adjustments to the contingent liability related to the Kings Landing Earnout of $5.0 million.

Segment Adjusted EBITDA

Segment Adjusted EBITDA is defined as segment net income including noncontrolling interests adjusted for taxes, depreciation and amortization, gain or loss on disposal of assets, the proportionate EBITDA from our EMI pipelines, equity income and gain from sale of investments recorded using the equity method, noncash increases and decreases related to hedging activities, fair value adjustments for contingent liabilities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges The following table presents Segment Adjusted EBITDA.

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

The following table presents Segment Adjusted EBITDA for the years ended December 31, 2025 and 2024.

Also refer to Note 19—Segments in the Notes to our Consolidated Financial Statements in this Annual Report for reconciliation of segment adjusted EBITDA to Income before income taxes.

6 unchanged sentences

Corporate and Other (1)

(18,275) (21,315) (14) %

Total segment adjusted EBITDA $ 987,704 $ 971,118 2 %

1 unchanged sentence

(i) are not specifically attributable to a reportable 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.

(ii) are not individually reportable;

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

Midstream Logistics segment adjusted EBITDA increased by $21.0 million, or 3%, to $635.8 million for the year ended December 31, 2025, compared to $614.9 million for the same period in 2024.

The increase was primarily due to the increased total operating revenue of $223.9 million, or 18%, partially offset by increases in cost of sales (exclusive of depreciation and amortization) of $106.6 million, or 21%, and operating expense and ad valorem taxes of $35.1 million or 19%.

The increase was primarily due to the increased total operating revenue of $281.3 million, or 19%, partially offset by increases in cost of sales (excluding depreciation and amortization expenses) of $165.0 million, or 27%, and operating expense and ad valorem taxes of $79.8 million or 37%.

The reasons for the fluctuations are discussed in the Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Annual Report.

Pipeline Transportation segment adjusted EBITDA increased by $66.4 million, or 21%, to $377.6 million for the year ended December 31, 2024, compared to $311.1 million for the same period in 2023.

The increase was primarily driven by higher proportionate EMI EBITDA of $40.6 million, or 13%, due to increased profitability at PHP related to expanded capacity that was placed into service starting in December 2023.

The increase was also related to an increase in total operating revenue of $27.0 million, primarily related to the Delaware Link Pipeline that was placed in service in October 2023.

The increase was also driven by an increase in non-cash or unusual or one time items related to integration costs of $11.1 million related to the Durango and Barilla Draw Acquisitions and a $5.0 million higher fair value adjustment related to the contingent liability for the Kings Landing Earnout, partially offset by a decrease in unrealized gain/loss in commodity hedging activities of $29.7 million.

Pipeline Transportation segment adjusted EBITDA decreased by $7.4 million, or 2%, to $370.1 million for the year ended December 31, 2025, compared to $377.6 million for the same period in 2024.

The decrease was primarily due to a decrease of proportionate EMI EBITDA of $7.2 million, or 2%, due to the sales of equity interests in GCX in June 2024 and EPIC in October 2025.

Contractual Obligations

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

See Note 8—Debt and Financing Costs in the Notes to our Consolidated Financial Statements in this Annual Report.

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

Under certain clauses of our transportation services agreements with third party pipelines to transport natural gas and NGLs, if we fail to ship a minimum throughput volume, then we will pay certain deficiency payments for transportation based on the volume shortfall up to the MVC amount.

1 unchanged sentence

Liquidity and Capital Resources

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

For 2024, the Company’s primary spending requirements were related to the business acquisitions and other budgeted capital expenditures for construction and maintenance of gathering and processing assets, the Company’s contractual debt obligations and quarterly cash dividends.

In addition, the Company may repurchase its Class A Common Stock pursuant to the Share Repurchase Program from time to time.

During the year ended December 31, 2024, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the Revolving Credit Facility and the A/R Facility, proceeds from the GCX Sale and cash generated from operations.

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

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

During the year ended December 31, 2025, the Company’s primary sources of cash were distributions from the EMI Pipelines, borrowings under the revolving credit facility and the Amended A/R Facility, proceeds from the EPIC Sale and the issuance of the New 2028 Notes, and cash generated from operations.

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

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

Index to Financial Statements

December 31, 2025

(In thousands) Total Capacity Outstanding Borrowings Letters of Credit

Available Borrowing Capacity

A/R Facility $ 250,000 $ 165,200 $ — $ 84,800

Revolving Line of Credit 1,600,000 453,000 12,600 1,134,400

Total $ 1,850,000 $ 618,200 $ 12,600 $ 1,219,200

Cash and cash equivalents 3,951

Total liquidity $ 1,223,151

December 31, 2024

(In thousands) Total Capacity Outstanding Borrowings Letters of Credit

Available Borrowing Capacity

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

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

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

Cash and cash equivalents 3,606

Total liquidity $ 660,806

Long-term Financing

1 unchanged sentence

Our senior unsecured notes are fixed rate borrowings;

however, we have some exposure to the risk of changes in interest rates, primarily as a result of the variable rate borrowings under the Revolving Credit Facility, the Term Loan Credit Facility and the A/R Facility.

however, we have some exposure to the risk of changes in interest rates, primarily as a result of the variable rate borrowings under the Term Loan Credit Agreement, the Revolving Credit Agreement and the Amended A/R Facility.

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

See Note 13—Derivatives and Hedging Activities in the Notes to the Consolidated Financial Statements in this Annual Report for detailed discussion.

As of December 31, 2024, we had $800.0 million of our 6.625% senior unsecured notes due 2028 and $1.0 billion of our 5.875% senior unsecured notes due 2030 outstanding.

The Term Loan Credit Facility and the Revolving Credit Facility, both with variable rates and maturing in 2026 and 2027, had outstanding borrowings of $1.00 billion and $590.0 million as of December 31,2024, respectively.

On April 2, 2024, Kinetik Receivables, a bankruptcy remote special purpose entity formed as a direct subsidiary of the Partnership , which is a subsidiary of the Company, entered into an accounts receivable securitization facility with an initial facility limit of $150.0 million with PNC Bank, as the administrative agent, and certain purchasers party thereto from time to time, which has a scheduled termination date of April 1, 2025.

As of December 31, 2024, we had outstanding borrowing under the A/R Facility of $140.2 million.

As of December 31, 2025, we had $1.05 billion of our 6.625% senior unsecured notes due 2028 and $1.00 billion of our 5.875% senior unsecured notes due 2030 outstanding.

Term Loan Credit Agreement

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

The Term Loan Credit Agreement provides for a $1.15 billion senior unsecured credit facility.

As of December 31, 2025, we had an outstanding borrowing of $1.15 billion under the Term Loan Credit Agreement.

Revolving Credit Agreement

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

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

As of December 31, 2025, we had an outstanding borrowing of $453.0 million and remaining borrowing capacity of $1.13 billion.

In connection with entry into the Term Loan Credit Agreement and the Revolving Credit Agreement, the Company repaid and terminated the 2022 Term Loan Credit Agreement and the 2022 Revolving Credit Agreement.

Index to Financial Statements

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

As of December 31, 2025, we had an outstanding borrowing of $165.2 million.

Capital Requirements and Expenditures

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

During the year ended December 31, 2024 and 2023, capital spending for property, plant and equipment totaled $263.5 million and $312.9 million, respectively, intangible asset purchases of $12.3 million and $16.7 million, respectively, contributions to EMI totaled $3.3 million and $238.8 million, respectively, and paid net cash of $85.4 million to acquire additional equity interests in EPIC in second quarter 2024.

In addition, the Company paid net cash of $341.2 million associated with the Durango Acquisition and net cash of $125.0 million to acquire midstream infrastructure assets through a business combination that closed in the first quarter 2023, see additional information in Note—3.

Business Combinations in the Notes to the Consolidated Financial Statements in this Annual Report.

During the years ended December 31, 2025 and 2024, capital spending for property, plant and equipment totaled $492.5 million and $263.5 million, respectively, intangible asset purchases totaled $37.2 million and $12.3 million, respectively, and contributions to EMI totaled $1.2 million and $3.3 million, respectively.

In addition, the Company received net cash of $504.2 million for selling its entire equity interest in EPIC in the fourth quarter of 2025 and paid net cash of $85.4 million to acquire additional equity interests in EPIC in second quarter 2024.

The Company also received net cash of $524.4 million for selling its entire equity interest in GCX during 2024.

Furthermore, the Company paid net cash of $175.5 million associated with the Barilla Draw Acquisition in 2025 and $341.2 million associated with the Durango Acquisition in 2024, see additional information in No te 3 — Bus iness Combinations in the Notes to the Consolidated Financial Statements in this Annual Report.

Management believes its existing gathering, processing, and transmission infrastructure capacity is capable of fulfilling its contracts to service its customers.

See Note 19—Segments in the Notes to the Consolidated Financial Statements in this Annual Report for capital expenditure for each operating segment.

The Company estimates 2025 capital expenditures of approximately $450.0 million to $540.0 million, which is slightly higher than 2024.

This estimate reflects capital to complete the Kings Landing Project, including contingent liabilities due to Durango’s former owner, to continue the build out of the low- and high-pressure gathering system in Eddy County, New Mexico, to integrate the new gathering assets acquired through the Permian Resources Midstream Acquisition in Reeves County, and growth and maintenance capital across the existing Texas and New Mexico systems.

The Company estimates 2026 capital expenditures of approximately $450.0 million to $510.0 million, which is slightly lower than 2025.

Nearly 70% of the estimated capital expenditure is to be spent on continue expansion into the state of New Mexico to capitalize on expansive gathering system and early mover advantage, including the completion of the ECCC Pipeline, Phase 1 of the Kings Landing AGI project and the continued build out of the low and high pressure gathering system in the Eddy County, New Mexico.

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

5 unchanged sentences

Cash used in investing activities $ (199,094) $ (176,887)

Cash (used in) provided by financing activities

Cash used in financing activities

$ (404,681) $ (461,363)

Index to Financial Statements

Operating Activities .

Net cash provided by operating activities increased by $52.9 million for the year ended December 31, 2024 compared with the same period in 2023.

The change in the operating cash flows reflected a decrease in net income including noncontrolling interests of $142.2 million, an increase in adjustments related to non-cash items of $234.4 million and a decrease in cash provided by changes in working capital of $39.3 million.

Period-over-period increase in non-cash adjustments was primarily driven by a $252.9 million increase in deferred tax expense due to recognition of income tax expense from deferred tax assets in 2024 compared to the release of valuation allowance for deferred tax assets made in 2023, an increase in depreciation and amortization expense of $43.2 million compared with the same period in 2023 due to increase in property, plant and equipment acquired and put into service since second half of 2023, an increase in share-based compensation expense of $20.6 million compared with the same period in 2023 due to the 2024 STI bonus being paid in December for 2024 versus March in prior years, and an increase in distribution from unconsolidated affiliates of $17.5 million compared with the same period in 2023 driven by PHP’s expansion project.

The increase was partially offset by gain from sale of all equity interest in GCX of $89.8 million, and a decrease in loss on disposal of assets of $15.4 million.

Period-over-period changes in working capital were related to fluctuations in trade receivable and payable balances due to timing of collection and payments and fluctuations in accrued revenue and accrued purchases.

Net cash provided by operating activities decreased by $33.2 million for the year ended December 31, 2025, compared with the same period in 2024.

The change in the operating cash flows reflected (i) an increase in net income including noncontrolling interest of $281.7 million;

(ii) a decrease in adjustments related to non-cash items of $302.9 million, which was mainly driven by an increase in gain recognized on sale of equity method investment of $325.6 million and an increase in depreciation and amortization expense of $58.4 million, partially offset by a favorable derivative fair value adjustment of $23.7 million compared to an unfavorable derivative fair value adjustment of $17.7 million in the same period in 2024;

(iii) a decrease in distribution from unconsolidated affiliates of $44.0 million and a payment of continent liability related to the Kings Landing Earnout that was in excess of acquisition-date fair value of $5.4 million;

(iv) an increase in derivative hedging activities realized gain of $11.5 million;

and (v) an increase in working capital of $25.8 million.

Investing Activities .

Net cash used in investing activities decreased by $509.4 million for the year ended December 31, 2024 compared with the same period in 2023.

The decrease was primarily driven by cash consideration received as a result of the GCX Sale of $524.4 million and a decrease of $235.5 million in contributions made to unconsolidated affiliates as PHP’s expansion project was completed and put into service in December 2023.

The decrease was partially offset by the payment of net cash consideration of $341.2 million related to Durango Acquisition.

Net cash used in investing activities increased by $22.2 million for the year ended December 31, 2025 compared with the same period in 2024.

The increase was primarily driven by lower proceeds from sales of equity method investments of $20.2 million, an increase in property, plant and equipment and intangible asset expenditures of $228.9 million and $24.9 million, respectively, partially offset by decreases in net cash paid for business acquisition and acquisition of equity interest in unconsolidated affiliate of $165.7 million and $85.4 million, respectively.

Index to Financial Statements

Financing Activities .

Net cash used in financing activities totaled $461.4 million for the year ended December 31, 2024 compared with net cash provided by financing activities totaling $100.0 million in the same period in 2023.

The $561.3 million change was primarily due to a net repayment of outstanding debt of $65.4 million made in 2024 compared to net proceeds of $187.8 million from the long-term debt and Revolving Credit Facility in 2023.

Increase in cash outflow was also due to an increase of $313.9 million in cash dividends paid to Class A Common Stock shareholders and Class C Common Unit holders as the Reinvestment Agreement (as defined below) terminated in March 2024.

Net cash used in financing activities decreased by $56.7 million for the year ended December 31, 2025 compared with the same period in 2024.

The decrease was mainly driven by net proceeds from long-term debt, Revolving Credit Facility and A/R Facility of $275.9 million compared to a net repayment of outstanding debt of $65.4 million made in 2024.

The decrease in cash outflow was partially offset by increases in cash dividends paid to Class A Common Stock shareholders and Class C Common Unit holders of $104.1 million, repurchase of Class A Common Stock made during 2025 of $176.0 million and payments related to settlement of Kings Landing Earnout of $4.5 million, which was the fair value of the earnout contingent liability identified as of Durango Acquisition date.

Dividend and Distribution Reinvestment Agreement

1 unchanged sentence

Under the Reinvestment Agreement, each Reinvestment Holder was obligated to reinvest at least 20% of all distributions on common units representing limited partner interests in the Partnership (“Common Units”) or dividends on shares of Class A Common Stock in the Company’s Class A Common Stock.

For the calendar year 2023, the Audit Committee resolved 100% of all distributions or dividends received by each Reinvestment Holder would be reinvested in shares of Class A Common Stock.

The Reinvestment Agreement terminated automatically on March 8, 2024.

During 2024, the Company made cash dividend payments of $396.0 million to holders of Class A Common Stock and Common Units and $75.6 million was reinvested in shares of Class A Common Stock by the Reinvestment Holders.

Stock Repurchase Program

In February 2023, the Board approved the Repurchase Program, authorizing discretionary purchases of the Company’s Class A Common Stock up to $100.0 million in the aggregate.

During 2025, the Company made cash dividend payments of $500.1 million to holders of Class A Common Stock and Common Units and $1.7 million was reinvested in shares of Class A Common Stock.

During 2024, the Company made cash dividend payments of $396.0 million to holders of Class A Common Stock and Common Units and $75.6 million was reinvested in shares of Class A Common Stock.

The significant decrease in reinvestment in shares of Class A Common Stock was primarily driven by the termination of the Reinvestment Agreement in March 2024.

Share Repurchase Program

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

In May 2025, the Board approved a $400.0 million increase to the previously announced Repurchase Program, pursuant to which we are authorized to repurchase the Company’s Class A Common Stock for an aggregate purchase price of up to $500.0 million.

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.

1 unchanged sentence

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

During the year ended December 31, 2024, the Company did not repurchase any of its outstanding shares.

For more information regarding the non-deductible 1% U.S.

federal excise tax imposed on certain repurchases of stock by publicly traded U.S.

corporations, please refer to Part I—Item 1A Risk Factors—Risks Related to Ownership of our Common Stock .

Index to Financial Statements

During the year ended December 31, 2025, the Company repurchased 4.1 million shares at a total cost of $176.0 million.

In addition, the Company retired the entirety of the 4.1 million shares held as treasury stock during 2025.

There was $318.2 million available under the Repurchase Program as of December 31, 2025.

On January 22, 2026, the Company declared a cash dividend of $0.81 per share on the Company’s Class A Common Stock and a distribution of $0.81 per Common Unit from the Partnership to the holders of Common Units.

Dividends are payable on February 12, 2025 to holders of record as of market close on February 3, 2025.

Dividends were payable on February 13, 2026 to holders of record as of market close on February 6, 2026.

As the context requires, dividends paid to holders of Class A Common Stock and distributions paid to holders of Common Units may be referred to collectively as “dividends”.

The following table presents a summary of the Company’s key financial indicators:

(In thousands)

Cash and cash equivalents $ 3,606 $ 4,510

Total debt, net of unamortized deferred financing cost $ 3,504,196 $ 3,562,809

Available committed borrowing capacity $ 657,200 $ 643,400

Off-Balance Sheet Arrangements

3 unchanged sentences

Exhibits, Financial Statement Schedules, Note 2—Summary of Significant Accounting Policies of this Annual Report.

Index to Financial Statements

The Company prepares its financial statements and the accompanying notes in conformity with U.S.

3 unchanged sentences

Management routinely discusses the development, selection, and disclosure of the following critical accounting estimates.

Business Combination

Business Combinations

For acquired businesses, we recognize the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree 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.

1 unchanged sentence

The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense.

See Note 3—Business Combination in our Notes to the Consolidated Financial Statements in this Annual Report for more information regarding our valuation approach.

See Note 3—Business Combinations in our Notes to the Consolidated Financial Statements in this Annual Report for more information regarding our valuation approach.

Impairment of Long-lived Assets

2 unchanged sentences

If there is an indication that the carrying amount of an asset may not be recovered, the asset is assessed for impairment through an established process in which changes to significant assumptions such as service prices, throughput volumes, future development plans and fluctuation of commodity prices are reviewed.

If, upon review, the sum of the undiscounted pre-tax cash flows is less than the carrying value of the asset

Index to Financial Statements

group, the carrying value is written down to an estimated fair value.

If, upon review, the sum of the undiscounted pre-tax cash flows is less than the carrying value of the asset group, the carrying value is written down to an estimated fair value.

Such fair value is generally determined by discounting anticipated future net cash flows, an income valuation approach, or by a market-based valuation approach, which are Level 3 fair value measurements.

1 unchanged sentence

An estimate of the sensitivity to changes in underlying assumptions of a fair value calculation is not practicable, given the numerous assumptions that can materially affect our estimates.

Equity Method Investment

Equity Method Investments

We evaluate our EMIs for impairment when events or circumstances indicate that the carrying value of the EMI may be impaired and that impairment is other than temporary.

3 unchanged sentences

Estimating projected cash flows requires us to make certain assumptions as it relates to the future operating performance of each of our EMIs (which includes assumptions, among others, about estimating future operating margins and related future growth in those margins, contracting efforts and the cost and timing of facility expansions) and assumptions related to our EMIs, such as their future capital and operating plans and their financial condition.

Derivatives Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

All our derivative contracts are recorded at estimated fair value.

3 unchanged sentences

We do not anticipate future changes in the methods used to determine the fair value of these derivative contracts.

Index to Financial Statements

We make significant judgments and estimates in determining our provision for income taxes, including our assessment of our income tax positions, interpretation and application of complex tax laws and regulations and determining a valuation allowance, if necessary.

1 unchanged sentence

For more information, see Note 15—Income Taxes in our Notes to the Consolidated Financial Statements in this Annual Report.

Legal and Regulatory Matters

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 expenses legal costs as incurred and estimates the amount of loss contingencies using current available information from legal proceedings, advice from legal counsel and other relevant external experts.

Due to the inherent subjectivity of the assessments and unpredictability of the outcomes of any legal proceedings, any amounts estimated or accrued may not represent the ultimate loss to the Company from the legal proceedings in question.

To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to

revise our estimates, our earnings will be affected.

The Company and certain of its affiliates are currently defending against certain lawsuits and have accrued immaterial reserves as of December 31, 2025.

See Note 17— Commitments and Contingencies in our Notes to the Consolidated Financial Statements in this Annual Report for more information.

Environmental Matters

With respect to our environmental exposure, we utilize both internal staff and external experts to assist us in identifying environmental issues and in estimating the costs and timing of remediation efforts.

Our accrual of environmental liabilities often coincides either with our completion of a feasibility study or our commitment to a formal plan of action, but generally, we recognize and/or adjust our probable environmental liabilities, if necessary or appropriate, following quarterly reviews of potential environmental issues and claims that could impact our assets or operations.

In recording and adjusting environmental liabilities, we consider the effect of environmental compliance, pending legal actions against us, and potential third-party liability claims.

The estimated environmental matter-related liability was $14.0 million and $24.0 million as of December 31, 2025 and 2024, respectively.

See Note 17 — Commitments and Contingencies in our Notes to the Consolidated Financial Statements in this Annual Report for more information on environmental matters.

Index to Financial Statements

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis