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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-03 · 560 added, 657 removed, 1224 unchanged (50% of the section changed)

3 unchanged sentences

Based on that evaluation and as of the date of that evaluation, these officers concluded that the Company’s disclosure controls and procedures were effective, providing effective means to ensure that the information the Company is required to disclose under applicable laws and regulations is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

The Company periodically reviews the design and effectiveness of its disclosure controls, including compliance with various laws and regulations that apply to operations.

The Company makes modifications to improve the design and effectiveness of its disclosure controls.

As disclosed in Note—3 Business Combinations in the Notes to Consolidated Financial Statements, we completed Durango Acquisition on June 24, 2024.

Durango’s total revenues since its acquisition date constituted approximately 5% of total revenues as shown on our Consolidated Statements of Operations for the year ended December 31, 2024 and Durango’s total assets constituted approximately 13% of total assets as shown on our Consolidated Balance Sheet as of December 31, 2024.

We excluded Durango’s internal control over financial reporting from the scope of management's assessment of the effectiveness of our disclosure controls and procedures for one year following the acquisition.

As part of the Company’s ongoing integration activities, the Company’s financial reporting controls and procedures are in the process of incorporating the financial information of Durango.

The Consolidated Financial Statements presented in this Annual Report on Form 10-K were prepared using certain information obtained from Durango’s separate, legacy systems.

Management’s Annual Report on Internal Control Over Financial Reporting

8 unchanged sentences

OTHER INFORMATION

Departure of General Counsel

As previously announced, Todd Carpenter, General Counsel, Assistant Secretary and Chief Compliance Officer, retired from his position effective February 28, 2025.

In connection with Mr.

Carpenter’s departure, Lindsay Ellis, the Company’s Deputy General Counsel and Corporate Secretary, was appointed General Counsel and Chief Compliance Officer, effective February 26, 2025.

On February 28, 2025, the Company entered into a separation agreement and release agreement with Mr.

Carpenter (the “Separation Agreement”).

The Separation Agreement includes a one-time lump sum payment in the amount of $946,946, to be paid on the first payroll date that occurs on or after 45 days following his termination date.

The Separation Agreement further provides that Mr.

Carpenter’s outstanding and unvested equity awards previously granted under the Company’s long-term

Index to Financial Statements

incentive plan shall continue to be eligible to vest (according to their terms), including in accordance with the terms of the Consulting Agreement (as defined below).

On February 28, 2025, Mr.

Carpenter also entered into a consulting agreement with the Company (the “Consulting Agreement”) and will serve as a consultant to the Company through March 1, 2027 (the “Consulting Period”).

During the Consulting Period, Mr.

Carpenter will provide consulting services at a rate of $200,000 annually, payable in monthly installments, plus reimbursement of reasonable out-of-pocket business-related expenses.

Carpenter shall continue to be eligible to vest in his unvested equity awards, with his service through the Consulting Period counting towards the vesting and payment of such awards.

The Consulting Agreement can be terminated by either party on and after March 1, 2026.

Upon termination by the Company without “cause” any unpaid consulting fees will be paid to Mr.

Carpenter and all unvested awards will be accelerated in full.

Carpenter has also agreed to customary confidentiality restrictions and restrictive covenants within the Consulting Agreement.

Trading Arrangements

During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a “Rule 10b5-1 trading arrangement” or non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).

Disclosure pursuant to Section 13(r) of the Exchange Act

Pursuant to Section 13(r) of the Exchange Act, we may be required to disclose in our annual and quarterly reports to the SEC whether we or any of our “affiliates” knowingly engaged in certain activities, transactions or dealings relating to Iran or with certain individuals or entities targeted by U.S.

economic sanctions.

Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.

Because the SEC defines the term “affiliate” broadly, it includes any entity under common “control” with us (and the term “control” is also construed broadly by the SEC).

The description of the activities below has been provided to us by Blackstone, affiliates of which:

(i) beneficially own more than 10% of our outstanding common stock and are members of our Board, and (ii) hold a minority non-controlling interest in Mundys S.p.A.

(formerly Atlantia S.p.A).

Mundys S.p.A may therefore be deemed to be under common “control” with us;

however, this statement is not meant to be an admission that common control exists.

The disclosure below relates solely to activities conducted by Mundys S.p.A.

The disclosure does not relate to any activities conducted by us or by Blackstone and does not involve our or Blackstone’s management.

Neither we nor Blackstone has had any involvement in or control over the disclosed activities, and neither we nor Blackstone has independently verified or participated in the preparation of the disclosure.

Neither we nor Blackstone is representing as to the accuracy or completeness of the disclosure nor do we or Blackstone undertake any obligation to correct or update it.

We understand that Blackstone disclosed the following in its Annual Report, filed with the SEC on February 28, 2025:

Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934.

Funds affiliated with Blackstone first invested in Mundys S.p.A.

on November 18, 2022 in connection with the voluntary public tender offer by Schema Alfa S.p.A.

for all of the shares of Mundys S.p.A., pursuant to which such funds obtained a minority non-controlling interest in Mundys S.p.A.

Mundys S.p.A.

owns and controls Aeroporti di Roma S.p.A.

(“ADR”), an operator of airports in Italy including Leonardo da Vinci-Fiumicino Airport.

Iran Air has historically operated periodic flights to and from Leonardo da Vinci-Fiumicino Airport as authorized, from time to time, by an aviation-related bilateral agreement between Italy and Iran, scheduled in compliance with European Regulation 95/93, and approved by the Italian Civil Aviation Authority.

ADR, as airport operator, is under a mandatory obligation to provide airport services to all air carriers (including Iran Air) authorized by the applicable Italian authority.

The relevant turnover attributable to these activities (whose consideration is calculated on the basis of general tariffs determined by such independent Italian authority) in the fiscal year ended December 31, 2024 was less than €210,000.

Mundys S.p.A.

does not track profits specifically attributable to these activities.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The Company is required to adopt a code of conduct for its directors, officers, and employees.

The Board has adopted the Code of Business Conduct (the “Code of Conduct”), which was revised in August 2023.

One can access the Company’s Code of Conduct the Investor - Governance page of the Company’s website at www.kinetik.com.

The Board has adopted the Code of Conduct, which was revised in August 2025.

One can access the Company’s Code of Conduct on the Investor - Governance page of the Company’s website at www.kinetik.com.

Any stockholder who so requests may obtain a printed copy of the Code of Conduct without charge by submitting a request to the Company’s corporate secretary at the address on the cover of this Annual Report.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents included in this Annual Report:

Documents included in this Annual Report:

Financial Statements

5 unchanged sentences

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023

Statements of Consolidated Changes in Equity and Noncontrolling Interests for the Years Ended December 31, 202 4 , 202 3 , and 202 2

Consolidated Statements of Changes in Equity and Noncontrolling Interest for the Years Ended December 31, 2025, 2024, and 2023

Notes to Consolidated Financial Statements

1 unchanged sentence

Summary of Significant Accounting Policies

Business Combination

Business Combinations

Revenue Recognition

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Accrued Expenses

Equity and Warrants

Fair Value Measurements

9 unchanged sentences

Index to Financial Statements

2.1*** – Contribution Agreement, dated October 21, 2021, by and among Altus Midstream Company, Altus Midstream LP, New BCP Raptor Holdco, LLC, and BCP Raptor Holdco, LP (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 21, 2021).

3.1 – Third Amended and Restated Certificate of Incorporation of Kinetik Holdings Inc.

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(incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022).

4.1 Description of Securities of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023) .

4.1 – Amended and Restated Stockholders Agreement, dated October 21, 2021, by and among APA Corporation, Apache Midstream LLC, Altus Midstream Company, New BCP Raptor Holdco, LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC, and BCP Raptor Holdco, LP.

(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022).

(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 2 8 , 2022).

4.4 – Indenture, dated June 8, 2022, by and among Kinetik Holdings Inc., Kinetik Holdings LP, as issuer.

4.2 – Description of Securities of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023).

4.3 – Second Amended and Restated Registration Rights Agreement, dated February 22, 2022, by and among Altus Midstream Company, Apache Midstream LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC and the other holders party thereto (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022).

4.4 – Indenture, dated June 8, 2022, by and among Kinetik Holdings Inc., as parent, Kinetik Holdings LP, as issuer, and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022) .

4.5 – Form of 5.875% Sustainability-Linked Senior Notes (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022).

4.5 – Form of 5.875% Senior Notes Due 2030 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022) .

4.6 – Indenture, dated December 6, 2023, by and among Kinetik Holdings Inc., Kinetik Holdings LP and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023).

4.7 Form of 6.625% Sustainability-Linked Senior Notes (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023).

4.7 – Form of 6.625% Sustainability-Linked Senior Notes (incorporated by reference to Exhibit 4.

1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023).

4.8 – Registration Rights Agreement, dated as of June 24, 2024, by and among Kinetik Holdings Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022).

10.2† – Altus Midstream Company Restricted Stock Units Plan, dated December 31, 2018 (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for year ended December 31, 2018, SEC File No.

10.3† – Form of Director Grant Agreement, dated December 17, 2018 (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, SEC File No.

10.4† – Altus Midstream Company 2019 Omnibus Compensation Plan, dated February 12, 2019, effective May 30, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 31, 2019, SEC File No.

10.5† – Altus Midstream Company Deferred Delivery Plan, dated May 30, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 31, 2019, SEC File No.

10.6† – Kinetik Holdings Inc.

Amended and Restated 2019 Omnibus Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 23, 2024).

10.7† – Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, SEC File No.

10.8† – Form of Stock Award Grant Letter (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, SEC File No.

10.9† – Form of Restricted Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, SEC File No.

10.10† – Form of Deferred Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report for the quarter ended June 30, 2022, SEC File No.

10.11† – Dividend and Distribution Reinvestment Agreement, dated February 22, 2022, by and among Altus Midstream Company, Altus Midstream LP, APA Corporation, Apache Midstream LLC, Buzzard Midstream LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP and each of the other parties set forth on the signature pages thereto.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022).

10.12† – Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, SEC File No.

10.13† – Form of Restricted Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, SEC File No.

10.14† – Form of Restricted Stock Unit Agreement (2024 VPs and Above) ( incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024).

10.15† – Form of Performance Stock Unit Agreement (2024) (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024) .

10.16† – Form of Restricted Stock Unit Agreement (2024 All Other Employees) (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024) .

Index to Financial Statements

10.17† – Form of Restricted Stock Unit Agreement (2024 Directors) (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024) .

10.18† – Form of Deferred Stock Unit Agreement (2024 Directors) (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024) .

10.19† – Kinetik Holdings Inc.

Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 5, 2024).

10.20† – Form of Participation Agreement pursuant to the Kinetik Holdings Inc.

Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March 5, 2024).

10.21*** – Receivables Purchase Agreement, dated April 2, 2024, by and among Kinetik Receivables LLC, as the seller, Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., as the servicer, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as structuring agent, and the purchasers party thereto (incorporated by reference to Exhibit 10 .1 to the Registrant’s Current Report on Form 8-K filed on A pril 2, 2024 ).

10.2 – Amendment No.

1 to Receivables Purchase Agreement, dated as of April 1, 2025, by and among Kinetik Receivables LLC, as the seller, Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., as the servicer, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as structuring agent, and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on April 1, 2025).

10.3 – Joinder Agreement, dated April 1, 2025 by and among Frontier Field Services, LLC, Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., and PNC Bank, National Association (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 1, 2025).

10.4 – Revolving Credit Agreement, dated May 30, 2025, by and among Kinetik Holdings LP and PNC Bank, National Association, as administrative agent, and the banks and other financial institutions party thereto, as lenders (incorporated by reference Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 3, 2025).

– Loan Credit Agreement, dated May 30, 2025, by and among Kinetik Holdings LP and Toronto Dominion (Texas) LLC, as administrative agent, and the banks and other financial institutions party thereto, as lenders (incorporated by reference Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 3, 2025).

– Purchase and Sale Agreement, dated as of August 30, 2025, by and among Altus Midstream Processing LP, Kinetik EC Holdco LLC, Rattler Midstream Operating LLC, Rattler OMOG LLC, Plains BK Holdco LLC and, solely for the purposes set forth therein, each of Kinetik Holdings LP, Rattler Midstream LP and Plains All American Pipeline, L.P.

(incorporated by reference Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 30, 2025).

– Sale and Contribution Agreement, dated April 2, 2024, by and among Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., Kinetik Receivables LLC and the originators party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 2, 2024).

10.23*** – Purchase and Sale Agreement, dated as of May 9, 2024, by and among Kinetik GCX Pipe LLC, GCX Pipeline, LLC, solely for purposes of Section 6.7, Article X and Article XI, AL GCX Holdings, LLC and solely for purposes of Section 6.8, Article X and Article XI, Kinetik Holdings LP (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 13, 2024).

– Purchase and Sale Agreement, dated as of May 9, 2024, by and among Kinetik GCX Pipe LLC, GCX Pipeline, LLC, solely for p urposes of Section 6.7, Article X and Article XI, AL GCX Holdings, LLC and solely for purposes of Section 6.8, Article X and Article XI, Kinetik Holdings LP (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 13, 2024).

– Membership Interest Purchase Agreement, dated as of May 9, 2024, by and among Kinetik Holdings Inc., – Kinetik Holdings LP and Durango Midstream, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 13, 2024).

10.1 – Observer Rights Agreement, dated as of June 24, 2024, by and among Kinetik Holdings Inc., Kinetik Holdings LP and Durango Midstream LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2024).

– Revolving Credit Agreement, dated June 8, 2022, by and among Kinetik Holdings LP and Bank of America, N.A., as administrative agent, and the banks and other financial institutions party thereto, as lenders (incorporated by reference to Exhibit 10.

1 of the Company's Current Report on Form 8-K filed with the Commission on June 14, 2022).

– Loan Credit Agreement, dated June 8, 2022, by and among Kinetik Holdings LP and PNC Bank, National Association, as administrative agent, and the banks and other financial institutions party thereto, as lenders (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the Commission on June 14, 2022).

– First Amendment to Loan Credit Agreement, dated December 6, 2023, by and among Kinetik Holdings LP, Kinetik Holdings Inc., PNC Bank, National Association, as administrative agent, and the banks and other financial institutions party thereto, as lenders (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the Commission on December 6, 2023).

– Insider Trading Policy adopted February 26, 2025.

– Kinetik Holdings Inc.

Separation and Release Agreement, dated as of June 30, 2025, by and between the Company and Anne Psencik (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2025) .

– Kinetik Holdings Inc.

Consulting Agreement, dated as of June 30, 2025, by and between the Company and Anne Psencik.

(incorporated by reference to Exhibit 10.

7 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2025) .

Index to Financial Statements

– Kinetik Holdings Inc.

Separation and Release Agreement, dated as of February 28, 2025, by and between the Company and Todd Carpenter (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2025).

– Kinetik Holdings Inc.

Consulting Agreement, dated as of February 28, 2025, by and between the Company and Todd Carpenter (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2025) .

– Form of Special Restricted Stock Unit Agreemen t (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2025).

– Form of Dividend Equivalent Right Election Form (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2025).

– Form of Special Restricted Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2025).

– K inetik Holdin gs Inc.

A mended and Restated 2019 O mnibus C ompensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 23, 2024).

– Form of Deferred Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed on August 9, 2022.)

– Form of Performance Stock Unit Agreement (2024) (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024).

– Form of Special Restricted Stock Unit Agreement (2026).

– Kinetik Holdings Inc.

Second Amended and Restated Executive Severance Plan

– Insider Trading Policy adopted February 26, 2025 (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2025)

21.1* – Subsidiaries of the Company.

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31.2* – Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1** – Certification of the Principal Executive Officer required by 18 U.S.C.

32.2** – Certification of the Principal Financial Officer required by 18 U.S.C.

32.1** – Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C.

32.2** – Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C.

– Kinetik Holdings Inc.

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024).

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K on March 5, 2024).

99.1* – Permian Highway Pipeline LLC audited financial statements as of December 31, 202 5 .

– Unaudited pro forma combined financial information for the year ended December 31, 2024.

101* – The following financial statements from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL:

(i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Equity and Noncontrolling Interests and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

(i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Equity and Noncontrolling Interest and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

101.SCH* – Inline XBRL Taxonomy Schema Document.

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*** Schedules and exhibits to this Exhibit have been omitted pursuant to Regulation S-K Item 601(b)(2).

The Company agrees to furnish supplemental a copy of any omitted schedule or exhibit to the SEC upon request.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

† Management contracts or compensatory plans or arrangements required pursuant to Item 15 hereof.

4 unchanged sentences

KINETIK HOLDINGS INC.

March 3, 2025 /s/ Jamie Welch

February 26, 2026 /s/ Jamie Welch

Chief Executive Officer, President and Director

(Principal Executive Officer)

March 3, 2025 /s/ Steven Stellato

February 26, 2026 /s/ Steven Stellato

Steven Stellato

6 unchanged sentences

/s/ Jamie Welch Chief Executive Officer, President and Director

March 3, 2025

February 26, 2026

/s/ Steven Stellato

Executive Vice President, Chief Accounting and Chief Administrative Officer March 3, 2025

/s/ David Foley Chair March 3, 2025

/s/ John Paul Munfa Director March 3, 2025

Executive Vice President, Chief Accounting and Chief Administrative Officer February 26, 2026

/s/ David Foley Chair February 26, 2026

/s/ John Paul Munfa Director February 26, 2026

/s/ Karen Putterman

Director March 3, 2025

Director February 26, 2026

/s/ Michael A.

Director March 3, 2025

/s/ Jesse Krynak

Director March 3, 2025

/s/ William Ordemann Director March 3, 2025

/s/ Laura Sugg Director March 3, 2025

Director February 26, 2026

/s/ William Ordemann Director February 26, 2026

/s/ Laura Sugg Director February 26, 2026

/s/ Kevin McCarthy

Director March 3, 2025

/s/ Mark Leland Director March 3, 2025

/s/ Deborah Byers Director March 3, 2025

Index to Fin ancial Statements

Director February 26, 2026

/s/ Mark Leland Director February 26, 2026

/s/ Deborah Byers Director February 26, 2026

Index to Financial Statements

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

7 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

On June 24, 2024, we completed the acquisition of Durango Permian LLC and its wholly owned subsidiaries (“Durango”).

As part of the Company’s ongoing integration activities, the Company’s financial reporting controls and procedures are in the process of incorporating the financial information of Durango.

As permitted under the SEC rules, we have elected to exclude Durango’s internal control over financial reporting from management’s assessment of effectiveness of internal controls as of December 31, 2024.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

12 unchanged sentences

/s/ Jake Loden

Vice President Controller

Senior Vice President, Controller

Houston, Texas

March 3, 2025

Index to Fin ancial Statements

February 26, 2026

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of Kinetik Holdings Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in equity and noncontrolling interests, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in equity and noncontrolling interest, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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The carrying value of property, plant, and equipment, net and intangible assets, net as of December 31, 2025, was $3.9 billion and $553.2 million, respectively.

Index to Fin ancial Statements

Index to Financial Statements

We identified the evaluation of impairment indicators for long-lived assets as a critical audit matter.

11 unchanged sentences

Houston, Texas

March 3, 2025

Index to Fin ancial Statements

February 26, 2026

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in equity and noncontrolling interests, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Durango Permian, LLC during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Durango Permian, LLC’s internal control over financial reporting associated with approximately 13% of total assets and approximately 5% of total revenues is included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Durango Permian, LLC.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in equity and noncontrolling interest, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Houston, Texas

March 3, 2025

Index to Fin ancial Statements

February 26, 2026

Index to Financial Statements

KINETIK HOLDINGS INC.

10 unchanged sentences

Operating costs and expenses:

Costs of sales (exclusive of depreciation and amortization expenses) (3)(4)

Costs of sales (excluding depreciation and amortization expenses) (2)(3)

785,948 620,618 515,721

4 unchanged sentences

Loss on disposal of assets, net

8 4,040 19,402

Total operating costs and expenses 1,599,470 1,303,696 1,097,157

2 unchanged sentences

Interest and other income 3,983 2,802 2,004

Gain on redemption of mandatorily redeemable Preferred Units — — 9,580

Loss on debt extinguishment

1 unchanged sentence

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

Gain on embedded derivative — — 89,050

Interest expense ( 233,371 ) ( 217,235 ) ( 205,854 )

6 unchanged sentences

50,728 23,035 ( 232,908 )

Net income including noncontrolling interests 244,233 386,452 250,721

Net income attributable to Preferred Unit limited partners — — 115,203

Net income attributable to common shareholders 244,233 386,452 135,518

Net income including noncontrolling interest

525,928 244,233 386,452

Net income attributable to Common Unit limited partners 347,668 164,219 97,010

Net income attributable to Class A Common Stock Shareholders $ 80,014 $ 289,442 $ 40,735

Net income attributable to holders of Class A Common Stock $ 178,260 $ 80,014 $ 289,442

Net income attributable to Class A Common Shareholders, per share

4 unchanged sentences

Diluted 62,665 60,115 146,197

(1) The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022.

Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.

(2) Includes amounts of $ 17.2 million, $ 104.1 million, and $ 107.7 million associated with related parties for the years ended December 31, 2024, 2023, and 2022, respectively.

(1) Includes amounts associated with related parties of nil , $ 17.2 million and $ 104.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information .

(3) Cost of sales (exclusive of depreciation and amortization) is net of gas service revenues totaling $ 219.7 million, $ 148.3 million and $ 70.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, for certain volumes where we act as principal.

(4) Includes related party amounts of $ 58.5 million , $ 59.1 million, and $ 39.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

(2) Includes amounts associated with related parties of $ 28.5 million , $ 58.5 million and $ 59.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Refer to Note 18—Related Party Transaction s in the Notes to our Consolidated Financial Statements in this Annual Report for further information.

(5) Share and per share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022.

Refer to Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Annual Report for further information .

(3) Cost of sales (excluding depreciation and amortization expenses) is net of gas service revenues totaling $ 315.6 million, $ 219.7 million and $ 148.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, for certain volumes where we act as principal.

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

Index to Fin ancial Statements

Index to Financial Statements

KINETIK HOLDINGS INC.

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Total liabilities, noncontrolling interest and equity $ 7,095,611 $ 6,814,937

(1) Includes amounts of nil and $ 15.8 million associated with related parties as of December 31, 2024 and 2023, respectively.

Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information.

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

Index to Fin ancial Statements

Index to Financial Statements

KINETIK HOLDINGS INC.

4 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income including noncontrolling interests

Net income including noncontrolling interest

$ 525,928 $ 244,233 $ 386,452

4 unchanged sentences

Contingent liabilities fair value adjustment 5,190 200 —

Distributions from unconsolidated affiliate 289,992 272,490 256,764

Payment of contingent liability in excess of acquisition-date fair value

( 5,390 ) — —

Distributions from unconsolidated affiliates 246,002 289,992 272,490

Derivatives settlement 4,287 ( 7,258 ) 25,708

2 unchanged sentences

Gain on sale of equity method investment ( 415,409 ) ( 89,802 ) —

Gain on redemption of mandatorily redeemable Preferred Units — — ( 9,580 )

Loss on disposal of assets, net

Equity in earnings from unconsolidated affiliates

8 4,040 19,402

Equity in earnings from unconsolidated affiliates ( 226,351 ) ( 213,191 ) ( 200,015 )

Loss on debt extinguishment 635 525 1,876

1 unchanged sentence

Deferred income tax expense (benefit) 50,660 19,503 ( 233,400 )

19,503 ( 233,400 ) 2,094

Changes in operating assets and liabilities:

9 unchanged sentences

Investments in unconsolidated affiliate ( 1,206 ) ( 3,273 ) ( 238,803 )

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

Distributions from unconsolidated affiliate 4,059 6,679 —

Net cash paid for acquisition of interest in unconsolidated affiliate

— ( 85,417 ) —

Distributions from unconsolidated affiliates

2,853 4,059 6,679

Cash proceeds from sale of equity method investment 504,184 524,390 —

Cash proceeds from disposals of assets 227 409 358

Net cash (paid for) acquired in acquisition ( 341,182 ) ( 125,000 ) 13,401

Net cash paid for business combinations

( 175,481 ) ( 341,182 ) ( 125,000 )

Net cash used in investing activities ( 199,094 ) ( 176,887 ) ( 686,320 )

3 unchanged sentences

Proceeds from borrowings from long-term debt 1,400,000 — 800,000

Principal payments on long-term debt ( 200,000 ) ( 800,000 ) ( 2,294,130 )

Payments of debt issuance costs ( 1,086 ) ( 11,238 ) ( 37,009 )

Payments on debt discount, net ( 500 ) — —

Proceeds from revolver 1,060,000 752,500 565,000

Payments on revolver ( 1,064,000 ) ( 553,500 ) ( 879,000 )

Redemption of mandatorily redeemable Preferred Units — — ( 183,297 )

Redemption of redeemable noncontrolling interest Preferred Units — — ( 461,460 )

Distributions paid to mandatorily redeemable Preferred Unit holders — — ( 1,850 )

Distributions paid to redeemable noncontrolling interest Preferred Unit limited partners — — ( 6,937 )

Index to Fin ancial Statements

KINETIK HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

For the Year Ended December 31,

2024 2023 2022

(In thousands)

Payments on long-term debt ( 1,000,000 ) ( 200,000 ) ( 800,000 )

Payments of debt issuance costs, net ( 10,924 ) ( 1,086 ) ( 11,238 )

Payments of debt discount, net ( 1,200 ) ( 500 ) —

Proceeds from revolving line of credit 1,628,000 1,060,000 752,500

Payments on revolving line of credit ( 1,765,000 ) ( 1,064,000 ) ( 553,500 )

Cash dividends paid to Class A Common Stock shareholders ( 193,728 ) ( 175,208 ) ( 81,352 )

Distributions paid to Class C Common Unit limited partners ( 306,324 ) ( 220,769 ) ( 697 )

Payments on contingent liability

( 4,500 ) — —

Repurchase of Class A Common Stock ( 176,005 ) — ( 5,757 )

Net cash (used in) provided by financing activities ( 404,681 ) ( 461,363 ) 99,956

( 461,363 ) 99,956 ( 339,211 )

Net change in cash 345 ( 904 ) ( 1,884 )

1 unchanged sentence

CASH, END OF PERIOD $ 3,951 $ 3,606 $ 4,510

Index to Financial Statements

KINETIK HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

For the Year Ended December 31,

2025 2024 2023

(In thousands)

SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES

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Class A Common Stock issued through dividend and distribution reinvestment plan $ 1,650 $ 75,633 $ 352,060

Fair value of assets acquired in Durango and ALTM Acquisition (1)

$ 875,244 $ — $ 2,444,450

Fair value of assets acquired in business combinations $ 191,133 $ 875,244 $ —

Cash consideration paid 175,481 357,967 —

Class C Common Units issued in exchange 148,200 — —

Class A Common Stock issued in exchange — — 1,013,745

Class C Common Units issued — 148,200 —

Deferred consideration — 275,000 —

Contingent consideration — 4,500 —

Liabilities and mezzanine equity assumed $ 89,577 $ — $ 1,430,705

(1) See Note 3—Business Combinations in the Notes to Consolidated Financial Statements for additional information regarding the Durango and ALTM Acquisition (as defined herein).

Liabilities assumed $ 15,652 $ 89,577 $ —

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

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Index to Financial Statements

KINETIK HOLDINGS INC.

STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY AND NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interest — Preferred Unit Limited Partners

Redeemable Noncontrolling Interest — Common Unit Limited Partner Class A

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTEREST

Class C Common Stock

Deferred Consideration

Additional Paid-in Capital Accumulated Deficit Treasury

Stock Total Equity

Amount Shares (1)

Amount Shares (2)

Redeemable Noncontrolling Interest — Common Unit Limited Partner Shares Amount Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Treasury Stock

(In thousands) (In thousands)

Balance at December 31, 2022 $ 3,112,409 45,679 $ 5 94,270 $ 9 — $ — $ 118,840 $ ( 958,629 ) $ — $ ( 839,775 )

ALTM acquisition 462,717 — 32,493 3 — — — — 1,013,742 — — 1,013,745

Distributions paid to Preferred Unit limited partners ( 6,937 ) — — — — — — — — — — —

Redemption of Preferred Units ( 461,460 ) — — — — — — — — — — —

Redemption of Common Units ( 5,634 ) 181 — ( 181 ) — — — 5,634 — — 5,634

Excess of carrying amount over Preferred Units redemption price ( 109,523 ) 76,623 — — — — — — — 32,900 — 32,900

Issuance of Common Stock through dividend and distribution reinvestment plan — 11,215 1 — — — — 352,059 — — 352,060

Retirement of treasury stock — — — — — — — — ( 5,757 ) 5,757 —

Repurchase of Class A Common Stock — ( 194 ) — — — — — — — ( 5,757 ) ( 5,757 )

Share-based compensation — 216 — — — — — 55,983 — — 55,983

Step up in tax basis for Common Unit conversion — — — — — — — — 297 — — 297

Remeasurement of contingent consideration — — — — — — — — 4,451 — — 4,451

Net income 97,010 — — — — — — — 289,442 — 289,442

Change in redemption value of noncontrolling interests — 2,325,918 — — — — — — ( 1,385,037 ) ( 940,881 ) — ( 2,325,918 )

Distributions paid to Common Units limited partners — ( 212,430 ) — — — — — — — — — —

Change in redemption value of noncontrolling interest (1)

236,288 — — — — — — ( 339,838 ) 103,550 — ( 236,288 )

Distribution paid to Common Units limited partners ( 282,266 ) — — — — — — — — — —

Dividends on Class A Common Stock ($ 3.00 per share)

1 unchanged sentence

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

Index to Fin ancial Statements

KINETIK HOLDINGS INC.

STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY AND NONCONTROLLING INTERESTS (CONTINUED)

Redeemable Noncontrolling Interest — Preferred Unit Limited Partners

Redeemable Noncontrolling Interest — Common Unit Limited Partner Class A

Deferred Consideration

Additional Paid-in Capital Accumulated Deficit Treasury

Stock Total Equity

Amount Shares (1)

Amount Shares (2)

(In thousands) (In thousands)

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 — 2,213 — — — — — 75,633 — — 75,633

Retirement of treasury stock — — — — — — — — — ( 5,757 ) 5,757 —

Repurchase of Class A Common Stock — — ( 194 ) — — — — — — — ( 5,757 ) ( 5,757 )

Share-based compensation — 474 — — — — — 76,536 — — 76,536

Net income 164,219 — — — — — — — 80,014 — 80,014

Change in redemption value of noncontrolling interests — 236,288 — — — — — — ( 339,838 ) 103,550 — ( 236,288 )

Distribution paid to Common Units limited partners — ( 282,266 ) — — — — — — — — — —

Change in redemption value of noncontrolling interest (1)

2,506,075 — — — — — — ( 353,997 ) ( 2,152,078 ) — ( 2,506,075 )

Recognition of deferred tax asset — — — — — — — 4,090 — — 4,090

Distribution paid to Common Unit limited partners ( 290,579 ) — — — — — — — — — —

Dividends on Class A Common Stock ($ 3.03 per share)

1 unchanged sentence

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

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Index to Financial Statements

KINETIK HOLDINGS INC.

STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY AND NONCONTROLLING INTERESTS (CONTINUED)

Redeemable Noncontrolling Interest — Preferred Unit Limited Partners

Redeemable Noncontrolling Interest — Common Unit Limited Partner Class A

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTEREST (CONTINUED)

Class C Common Stock

Deferred Consideration

Additional Paid-in Capital Accumulated Deficit Treasury

Stock Total Equity

Amount Shares (1)

Amount Shares (2)

Redeemable Noncontrolling Interest — Common Unit Limited Partner Shares Amount Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Treasury Stock

(In thousands) (In thousands)

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

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

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

Redemption of Common Units ( 358,376 ) 7,905 — ( 7,905 ) — — — 358,376 — — 358,376

Issuance of Common Stock through dividend and distribution reinvestment plan — 34 — — — — — 1,650 — — 1,650

Retirement of treasury stock — — — — — — — — ( 176,005 ) 176,005 —

Repurchase of Class A Common Stock — ( 4,116 ) — — — — — — — ( 176,005 ) ( 176,005 )

Share-based compensation — 328 — — — — — 62,617 — — 62,617

Net income 347,668 — — — — — — — 178,260 — 178,260

Change in redemption value of noncontrolling interests — 2,506,075 — — — — — — ( 353,997 ) ( 2,152,078 ) — ( 2,506,075 )

Change in redemption value of noncontrolling interest (1)

( 2,142,845 ) — — — — — — ( 220,746 ) 2,363,591 — 2,142,845

Recognition of deferred tax asset — — — — — — — 38,828 — — 38,828

3 unchanged sentences

Balance at December 31, 2025 $ 3,495,762 64,081 $ 6 97,558 $ 10 — $ — $ 240,725 $ ( 806,121 ) $ — $ ( 565,380 )

(1) Share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022.

Refer to Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Annual Report for further information.

(2) Pursuant to the Durango MIPA (as defined herein), deferred consideration of 7.7 million shares of Class C Common Stock is to be issued on July 1, 2025.

Fair value of the deferred consideration was included in the “Redeemable noncontrolling interest—Common Units limited partners” of the Consolidated Balance Sheets as of December 31, 2024.

(1) Represents the effects of the period-over-period change in the Class C redemption price in relation to outstanding common units.

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

Index to Fin ancial Statements

Index to Financial Statements

KINETIK HOLDINGS INC.

1 unchanged sentence

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Kinetik Holdings Inc, (the “Company”) is a holding company, whose only significant assets are ownership of the non-economic general partner interest and an approximate 38 % 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.

BCP Raptor Holdco, LP (“ BCP”), the predecessor for accounting purposes of the Company, formerly known as Altus Midstream Company), was formed on April 25, 2017 as a Delaware limited partnership to acquire and develop midstream oil and gas assets.

Kinetik Holdings Inc.

(the “Company”) is a holding company, whose 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 related operational, management and administrative decisions and consolidates the results of the Partnership and its subsidiaries.

BCP Raptor Holdco, LP (“ BCP”), the predecessor for accounting purposes of the Company was formed on April 25, 2017 as a Delaware limited partnership to acquire and develop midstream oil and gas assets.

On February 22, 2022 (the “Altus Closing Date”), the Company consummated the business combination transaction (the “Altus Acquisition”) contemplated by that certain 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”), New BCP Raptor Holdco, LLC, a Delaware limited liability company (“Contributor”) and BCP.

In connection with the closing of Altus Acquisition, the Company changed its name from “Altus Midstream Company” to “Kinetik Holdings Inc.”

On June 24, 2024, 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”).

In connection with the closing of the Altus Acquisition, the Company changed its name from “Altus Midstream Company” to “Kinetik Holdings Inc”.

On June 24, 2024, the Company consummated the 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 allows the Company to further expand its footprint into New Mexico and across the Northern Delaware Basin.

On January 14, 2025, the Company completed a bolt-on acquisition with Permian Resources Corporation (“Permian Resources”), 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”), pursuant to which the Partnership purchased all of the membership interests of Permian Gathering and Barilla Draw (the “Barilla Draw Acquisition”).

Nature of Operations

Through its consolidated subsidiaries, the Company provides comprehensive gathering, produced water disposal, transportation, compression, processing and treating services necessary to bring natural gas, NGL and crude oil to market.

Additionally, the Company owns two NGL pipelines and equity interests in three separate Permian Basin pipeline entities that have access to various markets along the U.S.

Additionally, the Company owns two NGL pipelines and equity interests in two separate Permian Basin pipeline entities that have access to various markets along the U.S.

Gulf Coast and Mexico markets.

Basis of Presentation

2 unchanged sentences

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 (“ASU 2023-07”) which has required prior periods to reflect the change in presentation.

See Note 2—Summary of Significant Accounting Policies , Recent Accounting Pronouncements for further discussion.

In addition, the Company completed a two-for-one stock split on June 8, 2022 (the “Stock-Split”).

All corresponding per-share and share amounts for periods prior to June 8, 2022 have been retrospectively restated in this Annual Report to reflect the two-for-one stock split, except for the number of common units representing limited partner interests in the Partnership (“Common Units”) and shares of the Company’s Class C Common Stock, par value $ 0.0001 per share (“Class C Common Stock”) described in relation to the Altus Acquisition in this Annual Report, which are presented at pre-Stock Split amounts.

This presentation election is consistent with our previous public filings and the terms of the Contribution Agreement.

Index to Fin ancial Statements

During the year ended December 31, 2025, the Company adopted ASU 2023-09, Income Taxes (Topic 740), Improvement to Income Tax Disclosure (“ASU 2023-09”).

The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025.

The comparative years ended December 31, 2024 and 2023 are presented under ASC 740 Income Taxes (“ASC 740”) previous guidance .

See Note 2—Summary of Significant Accounting Policies , Recently Adopted Accounting Pronouncement for further discussion.

Index to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

The Company evaluates its estimates and assumptions on a regular basis.

Actual results may differ from these estimates and assumptions used in preparation of its Consolidated Financial Statements, and changes in these estimates are recorded when known.

Significant items subject to such estimates and assumptions include the valuation of enterprise value, assets acquired and liabilities assumed in a business combination, derivatives, tangible and intangible assets and impairment of long-lived assets and equity method investments (“EMI” or “EMIs”).

Actual results may differ from these estimates and assumptions used in preparation of the Company’s Consolidated Financial Statements, and changes in these estimates are recorded when known.

Significant items subject to such estimates and assumptions include the valuation of enterprise value, assets acquired and liabilities assumed in a business combination, derivatives, tangible and intangible assets, litigation-related reserve, environmental matter-related liabilities, and impairment of long-lived assets and EMIs.

Segment Information

4 unchanged sentences

(1) Midstream Logistics and (2) Pipeline Transportation.

During the year ended December 31, 2024, the Company adopted ASU 2023-07 and identified significant segment expenses that are provided to CODM on a regular basis.

See No te 19—Segm ents in the Notes to our Consolidated Financial Statements in this Annual Report for further information.

See Note 19—Segments in the Notes to our Consolidated Financial Statements in this Annual Report for further information.

Revenue Recognition

18 unchanged sentences

As partial compensation for services, the producer assigns to the

Index to Fin ancial Statements

Index to Financial Statements

Company, for no additional consideration, all right, title and interest, to a set percentage, as defined in the contract, of the processed residue volumes.

27 unchanged sentences

The Company’s operations involve a

Index to Fin ancial Statements

Index to Financial Statements

variety of counterparties, both investment grade and non-investment grade.

11 unchanged sentences

Customer 3 292,568 372,949 205,079

Customer 4 158,451 9,395 —

Others 674,057 426,104 539,816

3 unchanged sentences

Major Producers are defined as our producers who we gather natural gas, crude and/or produced water and process gas and dispose of produced water from and account for 10% or more of our cost of sales as presented in the consolidated financial statements.

For the year ended December 31, 2025, approximately 70 % of the Company’s cost of sales were derived from four producers.

For the year ended December 31, 2024, approximately 59 % of the Company’s cost of sales were derived from two producers.

For the year ended December 31, 2023, approximately 60 % of the Company’s cost of sales were derived from three producers.

For the year ended December 31, 2022, approximately 87 % of the Company’s cost of sales were derived from five producers.

This concentration of producers may impact the Company's overall business risk, either positively or negatively, in that these entities may be similarly affected by changes in the economy or other conditions.

13 unchanged sentences

An active market is defined as a market where transactions for a financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Index to Fin ancial Statements

Index to Financial Statements

Level 2 inputs :

7 unchanged sentences

These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity.

In addition, fair value measurements using Level 3 inputs, which involve significant unobservable inputs and management judgment, could be different if significant unobservable inputs or management judgment had been different at the reporting date.

The Company’s Consolidated Balance Sheets reflect a mixture of measurement methods for financial assets and liabilities.

Public and private warrants and derivative financial instruments are reported at fair value.

See Note 12—Fair Value Measurements and Note 13—Derivatives and Hedging Activities in the Notes to our Consolidated Financial Statements in this Annual Report for further information.

20 unchanged sentences

The Company had an allowance for credit losses of $ 1.0 million as of December 31, 2025 and 2024.

Index to Fin ancial Statements

Index to Financial Statements

Accounts Receivable Securitization Facility

2 unchanged sentences

Proceeds and repayments under such facility are reflected as cash flows from financing activities in our Consolidated Statements of Cash Flows.

See Note 8 —D ebt and Financing Costs for further discussion.

See Note 8—Debt and Financing Costs for further discussion.

Gas Imbalance

10 unchanged sentences

The cost basis of constructed assets includes materials, labor, and other direct costs.

Major improvements or betterment are capitalized, while repairs that do not improve the life of the respective assets are expensed as incurred.

Major improvements or betterments are capitalized, while repairs that do not improve the life of the respective assets are expensed as incurred.

Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:

11 unchanged sentences

ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date are reduced by lease incentives.

In addition, ROU assets include initial direct costs incurred by the lessee, as well as any lease payments made at or before the commencement date and are reduced by lease incentives.

As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a

Index to Fin ancial Statements

similar economic environment.

Index to Financial Statements

a similar economic environment.

Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

3 unchanged sentences

Deferred Financing Costs

Deferred financing costs consist of fees incurred to secure debt financing and are amortized over the life of the related debt using the effective interest rate method.

Deferred financing costs associated with the Company’s unsecured term loans and senior notes are presented with the related debt on the Consolidated Balance Sheets, as a reduction to the carrying amounts.

Deferred financing costs consist of fees incurred to secure debt financing and are amortized over the life of the related debt using effective interest rate method or straight-line method.

Deferred financing costs associated with the Company’s unsecured term loan and senior notes are presented with the related debt on the Consolidated Balance Sheets, as a reduction to the carrying amounts.

Deferred financing costs associated with the Company's revolving credit facilities are presented within “Other Current Assets” and “Deferred Charges and Other Assets” on the Consolidated Balance Sheets.

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Costs are expensed when they relate to an existing condition caused by past operations and will not contribute to current or future revenue generation.

Liabilities related to environmental assessments and/or remedial efforts are accrued when property or services are probable or can reasonably be estimated.

Liabilities related to environmental assessments and/or remedial efforts are accrued when property or services are probable and can reasonably be estimated.

See Note 17—Commitments and Contingencies for additional discussion of environmental matter-related assessment.

Intangible Assets

Intangible assets consist of rights of way agreements, primarily relate to underground pipeline easements and are generally 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, and customer contracts, which are capitalized as a result of acquiring favorable customer contracts from business combinations with remaining contract terms that range from five to twenty years on acquisition dates.

Intangible assets are amortized on a straight-line basis over their estimated economic life or remaining term of the contract and are assessed for impairment with the associated long-lived asset group whenever impairment indicators are present.

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The Company’s reporting unit is subject to impairment testing annually, on November 30,

Index to Fin ancial Statements

Index to Financial Statements

or more frequently if events and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

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In the event that the Company is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity would be consolidated in our financial statements.

The Company has determined that it has significant influence over the operating and financial policies of the three pipeline entities in which it is invested, but does not exercise control over them;

The Company has determined that it has significant influence over the operating and financial policies of the two pipeline entities in which it is invested, but does not exercise control over them;

and hence, it accounts for these investments using the equity method.

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The Company determines whether distributions are a return on or a return of the investment based on the nature of the distribution approach, under which the Company classifies distributions from an investee by evaluating the facts, circumstances and nature of each distribution.

For distributions from the Company’s EMI pipeline entities that are generated from their respective normal course of business, the Company classifies the distributions as return on investments and as cash flows from operating activities.

For distributions from the Company’s EMI pipeline entities that are generated from their respective normal course of business, the Company classifies the distributions as returns on investment and as cash flows from operating activities.

For distributions that are a return of the investment, the Company classifies the distribution as cash flows from investing activities.

Please refer to Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Annual Report, for further information of the Company’s EMIs.

Index to Fin ancial Statements

Index to Financial Statements

The Company’s accounting policy is to classify its line fill as an other long-term asset to be consistent with industry practices and given line fill is required on certain third-party pipelines to properly flow the Company’s product.

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Pursuant to the Contribution Agreement, in connection with the Closing, (i) Contributor contributed all the equity interests of the Contributed Entities to the Partnership;

and (ii) in exchange for such contribution, the Partnership issued 50,000,000 common units representing limited partner interests in the Partnership and the Company issued 50,000,000 shares of the Company’s Class C Common Stock, par value $ 0.0001 per share, to Contributor.

and (ii) in exchange for such contribution, the Partnership issued 50,000,000 (pre-stock split) common units representing limited partner interests in the Partnership and the Company issued 50,000,000 (pre-stock split) shares of the Company’s Class C Common Stock, par value $ 0.0001 per share, to Contributor.

Please refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report.

The Common Units are redeemable at the option of unit holders and accounted for in the Company’s Consolidated Balance Sheet as a redeemable noncontrolling interest classified as temporary equity.

The Common Units are redeemable at the option of unit holders and accounted for in the Company’s Consolidated Balance Sheets as a redeemable noncontrolling interest classified as temporary equity.

The Company records the redeemable noncontrolling interest at the higher of (i) its initial value plus accumulated earnings/losses associated with the noncontrolling interest or (ii) the maximum redemption value as of the balance sheet date.

The redemption value was determined based on a 5-day volume weighted-average closing price of the Company’s Class A Common Stock, par value $ 0.0001 per share.

See discussion and additional details in Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Annual Report.

Mandatorily Redeemable Preferred Units

The Partnership issued Series A Cumulative Redeemable Preferred Units (“Preferred Units”) on June 12, 2019.

As the Transaction was accounted for as a reverse merger, the Company assumed certain Preferred Units that were issued and outstanding as of the Closing Date for accounting purposes.

At the Close of the Altus Acquisition, the Company effectuated the Third Amended and Restated Agreement of Limited Partnership of the Partnership, which among other things, provided for mandatory pro-rata redemptions by the Partnership.

Given this mandatory redemption feature and pursuant to FASB ASC 480, liability classification was required for these Preferred Units and the pro rata PIK units.

The Company valued the liability as of each reporting date and recorded the change in valuation in “Other income (expenses)” in the Consolidated Statements of Operations.

During 2022, the Company redeemed all outstanding mandatorily redeemable preferred units and recorded a gain on the redemption of $ 9.6 million.

Redeemable Noncontrolling Interest — Preferred Unit Limited Partners

The remaining Preferred Units assumed on the Closing Date were accounted for on the Company’s Consolidated Balance Sheets as a redeemable noncontrolling interest classified as temporary equity in accordance with the terms of the Preferred Units.

During 2022, the Company redeemed all outstanding redeemable noncontrolling Preferred Units and recorded a gain on the related embedded derivative of $ 89.1 million.

Deferred Consideration Shares

The adjusted purchase price of the Durango Acquisition included deferred consideration of approximately 7.7 million shares of Class C Common Stock (and an equivalent number of common units in the Partnership (“OpCo Units”)), valued at $ 275.0 million to be issued on July 1, 2025.

Pursuant to ASC 260—Earnings Per Share , these shares are considered as deferred consideration and outstanding as of the Durango Closing Date for the purpose of earning per share (“EPS”) calculation as issuance of these shares is not subject to any conditions other than the passage of time.

Fair value of the deferred consideration was included in the “Redeemable noncontrolling interest—Common Units limited partners” of the Consolidated Balance Sheets as of December 31, 2024.

The outstanding number of deferred consideration shares is part of the “if-converted method” used by the Company to determine the potential dilutive effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) for shares of Class A Common Stock.

Index to Fin ancial Statements

See discussion and additional details in Note 11—Equity in the Notes to our Consolidated Financial Statements in this Annual Report.

Share-Based Compensation

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In addition, the Company granted restricted stock units (“RSUs”) to its officers, directors and employees pursuant to the Company’s 2019 Omnibus Compensation Plan, as amended from time to time.

Such RSUs may be settled only for shares of Class A Common Stock on a one -for-one basis, contingent upon continued employment.

The Class A and Class C Shares and RSUs are recorded at grant-date fair value and compensation expense is recognized on a straight‑line basis over the vesting period within “General and Administrative Expense” of the Consolidated Statements of Operations in accordance with FASB ASC 718 , C ompensation - Stock Compensation (“ASC 718”).

Forfeitures are recognized as they occur.

In the first quarter of 2024, the Company granted performance stock units (“PSUs”) pursuant to the Kinetik Holdings Inc.

Amended and Restated 2019 Omnibus Compensation Plan to certain of its employees and executives.

The Company grants performance stock units (“PSUs”) pursuant to the Company’s 2019 Omnibus Compensation Plan, as amended from time to time 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.

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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 within “General and Administrative Expense” of the Consolidated Statements of Operations in accordance with FASB ASC 718.

The Company recognizes compensation expense for PSUs on a straight-line basis over the performance period within “General and Administrative Expense” of the Consolidated Statements of Operations in accordance with FASB ASC 718.

Any PSU not earned at the end of the performance period will be forfeited.

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Income tax or benefit represents the current tax payable or refundable for the period, as applicable, plus or minus the tax effect of the net change in the deferred tax assets and liabilities.

Index to Financial Statements

The Company routinely assesses its ability to realize its deferred tax assets.

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See further discussion of the Company’s assessment in Note 15—Income Taxes in the Notes to our Consolidated Financial Statements in this Annual Report.

During the year ended December 31, 2025, the Company adopted ASU 2023-09 prospectively to expand its income tax disclosure , see below Recently Adopted Accounting Pronouncement for impact of ASU 2023-09 on the Consolidated Financial Statements.

See further discussion of the Company’s assessment in Note 15—Income Taxes in the Notes to our Consolidated Financial Statements in this Annual Report.

Common Stock dividends declared are recorded as a reduction of retained earnings to the extent that retained earnings was available at the close of the prior quarter, with any excess recorded as a reduction of additional paid-in capital.

Net Income Per Share

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The Company uses the “if-converted method” to determine the potential dilutive effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) for shares of Class A Common Stock and includes the dilutive effect of unvested Class A common shares in the diluted weighted average outstanding shares calculation.

Index to Fin ancial Statements

Recently Adopted Accounting Pronouncement

Effective January 1, 2024, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented in the financial statements.

The amendment requires a public entity disclose, on an annual and interim basis (1) significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”);

(2) an amount for other segment items by reportable segment and a description of its composition.

The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss;

(3) clarification if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources;

(4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

With adoption of ASU 2023-07, the Company has updated the segment disclosures in Note 19—Segments .

Effective January 1, 2025, the Company adopted ASU 2023-09, which was applied prospectively to the year ended December 31, 2025.

The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation, (2) provide additional information, such as nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items, for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate), (3) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and (4) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).

In addition, the amendments in this update eliminate the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made.

See further discussion in Note 15—Income Taxes in the Notes to our Consolidated Financial Statements in this Annual Report.

Recent Accounting Pronouncement Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) (“ASU 2023-09”).

The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items.

The amendments in this update require that all entities disclose on an annual basis (1) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).

The amendments in this update eliminate the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made.

For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024.

The amendments in this Update should be applied on a prospective basis.

Retrospective application is permitted.

We are evaluating the effect of the amendments on our consolidated financial statements and expect to disclose the required information beginning 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 Disclosures (“ASU 2024-03”).

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Early adoption is permitted.

Index to Financial Statements

The Company is currently evaluating the effect that ASU 2024-03 and 2025-01 will have on the disclosures within its Consolidated Financial Statements.

In May 2025, the FASB issued ASU 2025‑03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025‑03”).

This ASU revises the guidance for determining the accounting acquirer in a business combination when the legal acquiree is a VIE.

The amendments eliminate the previous requirement that the primary beneficiary of a VIE is always the accounting acquirer and instead require that, for acquisitions primarily effected through the exchange of equity interests, an entity:

(1) Apply the general accounting acquirer factors in ASC 805‑10‑55‑12 through 55‑15—including relative voting rights, governance, senior management composition, and terms of the exchange to determine the accounting acquirer, regardless of whether the legal acquiree is a VIE.

(2) Assess whether a reverse acquisition has occurred, as the new guidance now permits transactions involving a VIE to be accounted for as reverse acquisitions when supported by the ASC 805 factors.

(3) Apply the guidance prospectively to all business combinations occurring on or after the date of initial adoption.

The ASU does not change the existing guidance when the legal acquiree is a VIE that does not meet the definition of a business.

ASU 2025‑03 applies to all entities involved in acquisition transactions primarily effected through the exchange of equity interests when the legal acquiree is a VIE that meets the definition of a business.

This ASU is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted.

The Company is currently evaluating the effect that ASU 2025‑03 will have on the accounting for future business combinations and the related disclosures within its Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270):

Narrow‑Scope Improvements (“ASU 2025‑11”), which clarifies and reorganizes the guidance in Topic 270 to improve navigability and ensure consistent application of interim reporting requirements.

The new standard enhances clarity around the form, content, and disclosures required in interim periods.

Specifically, the amendments require that an entity:

(1) Clarify the form and content of interim financial statements and accompanying notes, including identifying when condensed financial statements are permitted and aligning form and content requirements for both SEC registrants and non‑SEC registrants.

(2) Provide a comprehensive list of required interim disclosures within Topic 270, consolidating disclosure requirements from numerous Codification topics into a single, navigable location to reduce complexity and improve consistency.

(3) Apply a new disclosure principle requiring disclosure of events and changes since the end of the most recent annual reporting period that materially affect the entity.

(4) Follow clarified scope provisions stating that Topic 270 applies to all entities that provide a full set of interim financial statements and accompanying notes in accordance with U.S.

GAAP, while clarifying that Topic 270 does not apply to limited interim information such as single‑statement reporting, selected account balances, ratios, or partial disclosures.

ASU 2025‑11 is effective for public business entities for interim periods within annual periods beginning after December 15, 2027, and for all other entities for interim periods within annual periods beginning after December 15, 2028.

Entities may apply the amendments prospectively or retrospectively, and early adoption is permitted.

The Company is currently evaluating the effect that ASU 2025‑11 will have on future interim reporting disclosures within its Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025‑12, Codification Improvements , as part of its ongoing project to address technical corrections, clarify guidance, and improve the usability of the ASC.

The amendments span multiple topics which primarily:

(1) Clarify and correct existing guidance across several Codification Topics, including refinements to the calculation of diluted earnings per share, the treatment of lease receivables from sales‑type or direct financing leases, the calculation of reference amounts for certain beneficial interests, and the accounting for treasury stock retirements.

(2) Clarify when receivables transferred from contracts with customers are subject to ASC 860, and confirm that not‑for‑profit entities must apply credit‑loss guidance to receivables arising from exchange transactions.

(3) Enhance overall Codification consistency and navigability by resolving unintended application issues, making minor technical edits, and consolidating clarifications across numerous Topics.

ASU 2025‑12 is effective for all entities for annual periods beginning after December 15, 2026, including interim periods within those annual periods, with adoption applied prospectively.

The Company is currently evaluating the effect of ASU 2025-12 on the Consolidated Financial Statements and expects to adopt applicable required improvements when this ASU becomes effective.

BUSINESS COMBINATIONS

Durango Permian LLC Acquisition

On June 24, 2024 (the “Durango Closing Date”), the Company consummated the previously announced transaction contemplated by the Durango MIPA, dated May 9, 2024, by and between the Company, the Partnership, and the Durango Seller, pursuant to which the Partnership purchased all of the membership interests of Durango from Durango Seller 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, par value $ 0.0001 per share, of the Company (“Class C

Index to Fin ancial Statements

Common Stock”) (and an equivalent number of OpCo Units), valued at $ 148.2 million, issued at closing and (iii) approximately 7.7 million shares of Class C Common Stock (and an equivalent number of OpCo Units), valued at $ 275.0 million, 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 Kings Landing gas processing complex in Eddy County, New Mexico (the “Kings Landing Project”), which is currently under construction, being placed into service (the “Kings Landing Earnout”).

The Kings Landing Earnout is subject to reduction based on actual capital costs associated with the Kings Landing Project.

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 Business Combination (“ASC 805”).

Starting on the Durango Closing Date, our Consolidated Financial Statements reflected Durango as a consolidated subsidiary.

The accompanying Consolidated Financial Statements in this Annual Report 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 Consolidated Financial Statements in this Annual Report from the Durango Closing Date going forward.

Both observable and non-observable market data, thus Level 2 and Level 3 inputs, are used in the assessment of the fair value of the assets acquired and liabilities assumed listed in the table below.

The fair value of the processing plants, gathering system and related facilities and equipment is based on market and cost approaches and will be depreciated over an estimated useful life ranging from one to thirty years , which is consistent with the Company’s policy over similar facilities and equipment.

The fair value of the intangible assets is based on the market and cost approaches for the right-of-way and discounted cash flow approach for customer contracts, which will be amortized over estimated useful lives ranging from eight to nine years .

The assumed liabilities are approximate to fair value as of the Durango Closing Date.

Acquired net assets from this business combination were included in the Midstream Logistic segment.

In addition, the Company recorded a contingent liability related to the Kings Landing Earnout based on project completion probability, see additional information in Note 17—Commitments and Contingencies in the Notes to our Consolidated Financial Statements set forth in this Annual Report.

Since the Durango Closing Date, the Company has made necessary adjustments to the purchase price allocation as information about facts and circumstances that existed at the Durango Closing Date have become available.

This included certain working capital adjustments as a result of obtaining Durango’s closing balance sheet as of June 30, 2024.

During the year ended December 31, 2024, the Company identified working capital adjustments of $ 26.1 million and a reduction of other long-term assets of $ 0.2 million resulting from the final closing balance sheet, identification and assessment of environmental liabilities totaling $ 24.0 million, valuation adjustments related to the long-lived assets and intangible assets of $ 50.6 million, valuation of deferred tax liabilities of $ 0.4 million and valuation of contingent liabilities related to the Kings Landing Earnout of $ 59.5 million, resulting in a decrease in goodwill of $ 10.4 million.

Index to Fin ancial Statements

The following table summarizes the estimated fair value of assets acquired and liabilities assumed in the Durango Acquisition as of June 24, 2024, in accordance with ASC 805:

(In thousands) Amount

Cash and cash equivalents $ 16,785

Accounts receivable 29,386

Prepaid and other current assets 15,000

Property, plant, and equipment, net 627,452

Intangible assets, net 183,000

Deferred charges and other assets 4

Operating lease ROU assets 3,617

Total assets acquired 875,244

Accounts payable 34,443

Accrued expenses 7,140

Environmental liabilities

Contract liabilities 642

Operating lease liabilities 3,617

Deferred tax liabilities 19,735

Total liabilities assumed 89,577

Contingent consideration (1)

Consideration transferred $ 781,167

(1) Pursuant to ASC 805, the Company evaluated the earn-out consideration classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”).

The Company determined the earn-out consideration to be classified as a liability based on the settlement provision.

Therefore, the Company records the contingent consideration at fair value as of December 31, 2024.

Additional discussion in Note 17—Commitments and Contingencies in the Notes to our Consolidated Financial Statements set forth in this Annual Report.

The Company incurred acquisition-related costs of $ 3.2 million for the year ended December 31, 2024, which were included in the “General and administrative expenses” of the Consolidated Statements of Operations.

The Company’s Consolidated Statement of Operations included results of operations from Durango starting from the Durango Closing Date through December 31, 2024, which included revenues of $ 75.9 million and net income of $ 4.1 million for the year ended December 31, 2024.

Supplemental Pro Forma Information

The unaudited supplemental pro forma financial data is for informational purposes only and is not indicative of future results.

The results below for the years ended December 31, 2024 and 2023, respectively, combine the results of the Company and Durango, giving effect to the Durango Acquisition as if it had been completed on January 1, 2023.

Pro Forma Financials For the Year Ended December 31,

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.

Index to Financial Statements

As of December 31, 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)

Revenues $ 1,595,973 $ 1,560,541

Net income including noncontrolling interest $ 246,022 $ 378,997

Given the assumed pro forma transaction date of January 1, 2023, we removed $ 3.5 million of acquisition-related expenses for the year ended December 31, 2024 and recognized $ 3.5 million of acquisition-related expenses for the year ended December 31, 2023.

We also removed $ 24.0 million of interest expense on Durango’s debt for the year ended December 31, 2024, and $ 16.1 million for the year ended December 31, 2023, as if the business combination had occurred and the debt had been paid off on January 1, 2023.

Index to Fin ancial Statements

Midstream Infrastructure Assets

In the first quarter of 2023, the Partnership closed on a purchase and sale agreement for certain midstream assets for $ 65.0 million together with a new 20-year midstream service agreement.

Midstream assets acquired consisted of water gathering and disposal assets and intangible right-of-way assets.

As the net book value of the acquired assets were approximate to their fair market value, consideration was allocated to property plant and equipment and intangible based on the historical long-lived assets and intangible assets ratio acquired.

In addition, the Partnership entered into an incentive and acceleration agreement related to near term supplemental development activities on acreage dedicated for midstream services to affiliates of the Partnership.

Such development activities began in October 2023 and are subject to semi-annual performance milestones and subject to refund with consequential monetary penalty if not satisfied.

Consideration for the incentive and acceleration agreement of $ 60.0 million was capitalized as a contract asset in accordance with ASC 606, of which $ 4.7 million was included in “Prepaid and Other Current Assets” and $ 55.3 million was included in “Deferred Charges and Other Assets” in the Consolidated Balance Sheet as of the date of acquisition.

(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 owns all of the issued and outstanding membership interests of (a) Permian Gathering and (b) Barilla Draw, to acquire all issued and outstanding membership interests of Permian Gathering and Barilla Draw for $ 175.5 million of cash consideration.

Assets acquired consisted of natural gas and crude gathering pipelines and compression 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”).

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.

For the year ended December 31, 2025, the Company recorded measurement period adjustment totaling $ 2.9 million related to working capital settlement for the effective period.

Acquisition-related costs were immaterial for this transaction.

Acquired net assets from this business combination were included in the Midstream Logistic segment.

For the year ended December 31, 2025, excluding intercompany revenue and cost of sales, Barilla Draw recorded revenues of $ 24.6 million and net income of $ 3.5 million.

Supplemental pro forma information is omitted for the Barilla Draw Acquisition as Permian Gathering and Barilla Draw’s historical financial records are unavailable and cannot be reconstructed without undue cost and effort.

Durango Acquisition

On June 24, 2024, the Company consummated the transaction contemplated by the Durango MIPA, dated May 9, 2024, by and between the Company, the Partnership, and the Durango Seller, pursuant to which the Partnership purchased all of the membership interests of Durango from the Durango Seller for an adjusted purchase price of approximately $ 785.7 million.

Durango Seller is entitled to an earnout of up to $ 75.0 million in cash (the “Kings Landing Earnout”), contingent upon the completion of 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 Earnout 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 17—Commitments and Contingencies in the Notes to our Consolidated Financial Statements set forth in this Form 10-K.

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 and acquired net assets were included in the Midstream Logistics segment.

REVENUE RECOGNITION

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$ 1,764,389 $ 1,482,929 $ 1,256,412

There have been no significant changes to the Company’s contracts with customers during the years ended December 31, 2024, 2023, and 2022 aside from the addition of certain gas gathering and processing agreements associated with the Durango Acquisition in 2024.

Contracts with customers acquired through the Transaction had similar structures as the Company’s existing contracts with customers.

For the years ended December 31, 2024, 2023, and 2022 the Company recognized revenues from producer MVC short falls of $ 0.1 million, $ 1.6 million and $ 4.0 million, respectively.

Index to Financial Statements

There have been no significant changes to the Company’s contracts with customers during the years ended December 31, 2025, 2024 and 2023 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 as the Company’s existing contracts with customers.

For the years ended December 31, 2025, 2024 and 2023 the Company recognized revenues from MVC deficiency payments of $ 2.0 million, $ 0.1 million and $ 1.6 million, respectively.

Remaining Performance Obligations

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

Index to Fin ancial Statements

Contract Liabilities

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Current and noncurrent contract liabilities are included in “Other Current Liabilities” and “Contract Liabilities”, respectively, of the Consolidated Balance Sheets.

Contract liabilities balance as of December 31, 2024 decreased $ 5.6 million compared to that as of December 31, 2023.

Lower contract liabilities balance is primarily due to the reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied during the year slightly offset by additional provisions for customer capital reimbursements.

Contract liabilities balance as of December 31, 2025 increased $ 10.0 million compared to that as of December 31, 2024.

Higher contract liabilities balance is primarily due to an increase in cash received in advance for new customer contracts during the year and slightly offset by an increase in reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied.

Contract Cost Assets

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Current and noncurrent contract cost assets are included in “Prepaid and Other Current Assets” and “Deferred Charges and Other Assets”, respectively, of the 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 amortizes these assets as cost of sales on a straight-line basis over the life of the associated long-term

Index to Financial Statements

customer contract.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized cost of sales associated with these assets of $ 6.8 million, $ 6.6 million and $ 6.6 million, respectively.

Contract cost assets balance as of December 31, 2024, decreased $ 6.6 million compared to that as of December 31, 2023 related to the amortization of these assets during 2024.

Contract cost assets balance as of December 31, 2025, decreased $ 3.0 million compared to that as of December 31, 2024.

The decrease was primarily related to the amortization of these assets during 2025, slightly offset by an increase in capitalized costs for new customer contracts.

PROPERTY, PLANT AND EQUIPMENT, NET

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The Company recorded $ 240.9 million, $ 184.1 million and $ 158.6 million of depreciation expense for the years ended December 31, 2025, 2024 and 2023, respectively.

Index to Fin ancial Statements

Capitalized interest included in property, plant and equipment amounted to $ 14.5 million, $ 8.3 million and $ 6.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Intangible assets, net are comprised of the following:

(In thousands)

December 31, 2025

December 31, 2024

(In thousands) Gross Amount

Accumulated Amortization

Customer contracts $ 1,276,009 $ ( 862,508 ) $ 413,501 $ 1,270,106 $ ( 739,050 ) $ 531,056

Right of way assets 238,876 ( 99,147 ) 139,729 196,979 ( 75,545 ) 121,434

Less accumulated amortization ( 814,595 ) ( 689,706 )

Total amortizable intangible assets, net $ 652,490 $ 591,670

At December 31, 2024, the remaining customer contract amortization terms range from one to seventeen years with weighted average amortization periods of approximately 7.87 years, and the right-of-way assets remaining amortization terms range from one to fifteen years with weighted average amortization periods of approximately 6.53 years.

$ 1,514,885 $ ( 961,655 ) $ 553,230 $ 1,467,085 $ ( 814,595 ) $ 652,490

At December 31, 2025, the remaining customer contract amortization terms range from 1 month to 16 years with weighted average amortization periods of approximately 6.34 years, and the right-of-way assets remaining amortization terms range from 7 months to 14 years with weighted average amortization periods of approximately 6.44 years.

The overall remaining weighted average amortization period for the intangible assets as of December 31, 2025 was approximately 6.66 years.

The Company recorded $ 140.1 million, $ 122.3 million and $ 120.7 million of amortization expense for the years ended December 31, 2024, 2023, and 2022, respectively.

The Company recorded $ 141.7 million, $ 140.1 million and $ 122.3 million of amortization expenses for the years ended December 31, 2025, 2024 and 2023, respectively.

There was no impairment recognized on intangible assets for the years ended December 31, 2025, 2024 and 2023, respectively.

Index to Financial Statements

Estimated aggregate amortization expense for the remaining unamortized balance in future years is as follows:

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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.

Index to Fin ancial Statements

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

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Ownership Amount Ownership Amount

Permian Highway Pipeline LLC (“PHP”) 55.5 % $ 1,607,323 55.5 % $ 1,666,254

Breviloba LLC (“Breviloba”) 33.0 % 428,383 33.0 % 443,684

Epic Crude Holdings, LP (“EPIC”) (1)

PHP 55.5 % $ 1,591,384 55.5 % $ 1,607,323

33.0 % 417,341 33.0 % 428,383

Gulf Coast Express Pipeline LLC (“GCX”) (2)

— % — 27.5 % 82,172

$ 2,008,725 $ 2,117,878

(1) As of December 31, 2023 and until the purchase of the 12.5 % equity interest in EPIC in July 2024, the Company owned 15.0 % of EPIC.

However, no dollar value was assigned through the Altus Acquisition purchase price allocation as an adjustment was made to eliminate equity in losses of EPIC.

(2) The Company owned 16 % of GCX as of December 31, 2023 and divested its entire ownership in June 2024.

(1) The Company owned 27.5 % of EPIC as of December 31, 2024.

On October 31, 2025, the Company consummated the EPIC Sale (defined below) to sell all its equity interest in EPIC and received $ 504.2 million of upfront cash consideration.

During the third quarter 2024, the Company entered into an Equity Sale and Purchase Agreement with third parties to purchase a 12.5 % equity interest in EPIC, increasing our total equity interest in EPIC to 27.5 %.

As the increase in ownership did not result in a controlling interest, and did not represent the funding of prior losses, the Company resumed accounting for its investment in EPIC using the equity method of accounting upon the closing of the acquisition of the additional interests during July 2024.

On June 4, 2024, the Company consummated the previously announced transaction contemplated by the Purchase and Sale Agreement dated as of May 9, 2024, to sell its 16 % equity interest in GCX to GCX Pipeline, LLC (the "GCX Buyer") for an adjusted price of $ 524.4 million (the "GCX Sale"), including a $ 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.

During the fourth quarter 2025, the Company consummated the previously announced Sale and Purchase Agreement 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 % of the outstanding interests in EPIC (“EPIC Sale”).

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

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.

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

On June 4, 2024, the Company consummated the previously announced transaction contemplated by the Purchase and Sale Agreement dated as of May 9, 2024, to sell its 16 % equity interest in GCX to GCX Pipeline, LLC (the "GCX Buyer") for an adjusted price of $ 524.4 million (the "GCX Sale"), including a $ 30.0 million earnout in cash upon the approval by the GCX board of directors of one or more capital projects that achieve certain capacity expansion criteria.

The Company recognized a net gain of $ 89.8 million for the year ended December 31, 2024 in relation to this transaction.

As of December 31, 2025 and 2024, the unamortized net basis differences included in the EMI Pipelines’ investment balances were $ 193.6 million and $ 40.3 million, respectively.

These amounts represent differences in the Company’s contributions to date and the Company’s underlying equity in the separate net assets within the financial statements of the respective entities.

Unamortized basis differences will be amortized or accreted into equity income over the useful lives of the underlying pipeline assets.

There was capitalized interest of $ 23.9 million and $ 24.7 million as of December 31, 2024 and 2023, respectively.

The increase was due to write off of unaccreted basis differences related to the EPIC Sale totaling $ 155.7 million.

The basis differences represent differences in the Company’s contributions to date and the Company’s underlying equity in the separate net assets within the financial statements of the respective entities.

Unamortized basis differences will be amortized into equity income over the useful lives of the underlying pipeline assets.

In addition, there was capitalized interest of $ 23.0 million and $ 23.9 million as of December 31, 2025 and 2024, respectively.

Capitalized interest is amortized on a straight-line basis into equity income.

Index to Financial Statements

The following table presents the activities in the Company’s EMIs:

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$ 1,666,254 $ 443,684 $ 431,051 $ — $ 2,540,989

Acquisitions — — — 85,417 85,417

Contributions 3,273 — — — 3,273

Distributions (1)

Capitalized interest 11,855 — — — 11,855

Equity income, net (1)

( 236,285 ) ( 42,156 ) ( 15,610 ) — ( 294,051 )

Disposition — — ( 430,941 ) — ( 430,941 )

Equity income (loss), net (2)

174,081 26,855 15,500 ( 3,245 ) 213,191

Balance at December 31, 2024

$ 1,607,323 $ 428,383 $ — $ 82,172 $ 2,117,878

Acquisitions — — — 85,417 85,417

Contributions 1,206 — — — 1,206

Distributions (1)

( 192,695 ) ( 50,660 ) — ( 5,500 ) ( 248,855 )

Disposition — — — ( 87,855 ) ( 87,855 )

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$ 1,591,384 $ 417,341 $ — $ — $ 2,008,725

(1) For the year ended December 31, 2024, net of amortization and accretion of basis differences and capitalized interests, which represents undistributed earnings, the amortization (accretion) was $ 7.9 million from PHP, $ 0.7 million from Breviloba, $ 2.7 million from GCX, and $( 3.2 ) million from EPIC.

For the year ended December 31, 2023, net of amortization of basis differences and capitalized interests, which represents undistributed earnings, the amortization was $ 7.5 million from PHP, $ 0.7 million from Breviloba and $ 6.2 million from GCX.

Index to Fin ancial Statements

(1) For the year ended December 31, 2025, distributions consisted of a return on investment of $ 246.0 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.

For the year ended December 31, 2024, distributions consisted of a return on investment of $ 290.0 million, which was included in cash flows from operating activities, and a return of investment of $ 4.1 million , which was included in cash flows from investing activities.

(2) For the year ended December 31, 2025, net of amortization and accretion of basis differences and capitalized interest, which represents undistributed earnings, the amortization (accretion) was $ 7.9 million from PHP, $ 0.7 million from Breviloba and $( 5.3 ) million from EPIC.

For the year ended December 31, 2024, net of amortization and (accretion) of basis differences and capitalized interest, which represents undistributed earnings, the amortization (accretion) was $ 7.9 million from PHP, $ 0.7 million from Breviloba, $ 2.7 million from GCX and $( 3.2 ) million from EPIC.

Summarized Financial Information

The following represented selected income statement and balance sheet data for the Company’s EMI pipeline entities (on a 100 percent balance):

The following represents selected income statement and balance sheet data for the Company’s EMI pipeline entities (on a 100 percent basis):

For the Year Ended December 31, 2025

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Operating income 332,694 119,261 94,998

Net income (loss) 327,335 87,886 110,458 ( 46,986 )

Net income 332,107 117,090 20,903

For the Year Ended December 31, 2024

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Net income (loss) 261,332 94,378 273,194 ( 77,825 )

Index to Financial Statements

Balance Sheets (In thousands)

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Total liabilities and equity $ 2,534,707 $ 1,230,854 $ 2,008,321 $ 2,558,687 $ 1,266,164 $ 1,572,447 $ 2,118,925

(1) Represented summarized financial information from GCX for the five months period ended and as of May 31, 2024 as the Company sold all its equity interest in GCX on June 4, 2024.

(1) Represented summarized financial information from GCX for the five month period ended and as of May 31, 2024 as the Company sold all its equity interest in GCX on June 4, 2024.

(2) Represented summarized financial information from EPIC for the ten month period ended and as of October 31, 2025 as the Company sold all its equity interest in EPIC on October 31, 2025.

DEBT AND FINANCING COSTS

Comprehensive Refinancing 2022

On June 8, 2022, the Partnership completed the private placement of $ 1.00 billion aggregate principal amount of 5.875 % Senior Notes due 2030 (the “2030 Notes”), which are fully and unconditionally guaranteed by the Company.

The 2030 Notes were issued under our Sustainability-Linked Financing Framework and include certain Sustainability Performance Targets (“SPT”) that the Company needs to meet from and including June 15, 2027.

Index to Fin ancial Statements

In addition, the Partnership entered into the revolving credit agreement with Bank of America, N.A.

as administrative agent, which provides for a $ 1.25 billion revolving credit facility (the “Revolving Credit Facility”) maturing on June 8, 2027, and the Term Loan with PNC Bank as administrative agent, which provided for a $ 2.00 billion senior unsecured term loan credit facility (“Term Loan”) maturing on June 8, 2025, which was amended on December 6, 2023 to extend the maturity date from June 8, 2025 to June 8, 2026, with an additional automatic six-month extension of the amended maturity date to December 8, 2026, at such time as no more than $ 1.00 billion of an aggregate principal amount of loans under the Term Loan remain outstanding, subject to customary conditions.

Both the Revolving Credit Facility and Term Loan include certain “Sustainability Adjustment” features that could result in an interest rate adjustment that depends on the Company meeting the sustainability targets defined in the respective agreement.

Proceeds from the Notes and the Term Loan were used to repay all outstanding borrowings under previous credit facilities and to pay fees and expenses related to the offering.

The Company recorded a loss on debt extinguishment of $ 28.0 million for the year ended December 31, 2022.

December 2028 Sustainability-Linked Senior Notes

On December 6, 2023, the Partnership completed a private placement of $ 500.0 million aggregate principal amount of 6.625 % Sustainability-Linked Senior Notes due 2028 (the “Original 2028 Notes”) at par.

Further, on December 19, 2023, the Company completed an additional private placement of $ 300.0 million aggregate principal amount of 6.625 % Sustainability-Linked Senior Notes due 2028 (the “Additional 2028 Notes”) at 100.50 % of face amount (collectively, the “2028 Notes”).

The Original 2028 Notes and the Additional 2028 Notes are treated as a single series of securities under the indenture governing the 2028 Notes, vote together as a single class, and have substantially identical terms, other than the issue date and issue price.

The 2028 Notes are fully and unconditionally guaranteed by the Company and include certain Sustainability Performance Targets (“SPT”) that the Company needs to meet from and including June 15, 2027.

Interest on the 2028 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2024.

The aggregate fees and expenses paid to obtain the 2028 Notes totaled $ 11.2 million and were capitalized as debt issuance cost and included in the Consolidated Balance Sheets as a direct deduction to the 2028 Notes.

The $ 1.5 million premium was added to the 2028 Notes.

The debt issuance cost is amortized and debt premium was accreted to interest expense over the term of the 2028 Notes using the effective interest method.

The Partnership may redeem in whole or in part, at a redemption price equal to the Make-Whole-Redemption Price, which is the greater of (1) 100 % of the principal amount of the 2028 notes to be redeemed or (2) the present value of the 2028 Notes to be redeemed at such redemption date, prior to December 15, 2025.

On or after December 15, 2025, the Partnership may redeem in whole or in part at the redemption price set forth in the indenture agreement governing the 2028 Notes.

Term Loan Amendment 2023

On December 6, 2023, the Partnership, the Company, PNC Bank, and the banks and other financial institutions party thereto, as lenders, entered into a First amendment to Credit Agreement (the “First Amendment”), concurrently with the closing of its 2028 Notes discussed above.

The First Amendment (1) extended the maturity of the Term Loan to June 8, 2026 upon the prepayment of a principal amount of loans under the Term Loan of no less than $ 500.0 million;

and (2) provided for an additional automatic six-month extension of the amended maturity date to December 8, 2026, at such time as no more than $ 1.00 billion of an aggregate principal amount of loans under the Term Loan remain outstanding, subject to customary conditions.

Pursuant to FASB ASC 470-50, Modifications and Extinguishments, the Company determined that the amendment of the maturity date is a modification of the original Term Loan.

Fees paid directly to lenders in arranging the modification totaled $ 1.5 million and were recorded as an original debt discount and included in the Consolidated Balance Sheets as a direct deduction of the Term Loan and was amortized over the modified remaining life of the Term Loan using the effective interest method.

Cost incurred with third parties directly related to the modification totaled $ 0.6 million and were expensed as incurred.

Furthermore, the partial paydown of the principal under the Term Loan totaled $ 800.0 million, using proceeds from the 2028 Notes, resulting in the write off (loss extinguishment) of a proportional amount of the remaining unamortized debt issuance cost and original discount from the Term Loan immediately prior to the paydown.

The Company recorded a $ 1.9 million loss on extinguishment from these write offs in the Consolidated Statements of Operations for the year ended December 31, 2023.

Index to Fin ancial Statements

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 Consolidated Balance Sheets as direct deductions to the term loan and is 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 1.0% 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.

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 Consolidated Balance Sheets 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

Index to Financial Statements

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 1.0 %, 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 2, 2024, Kinetik Receivables LLC (“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 (“A/R Facility”) 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.

The aggregate fees and expenses paid directly to third parties in obtaining the A/R Facility totaled $ 1.1 million and were capitalized as debt issuance costs and included in the Consolidated Balance Sheets as a current asset within “Prepaid and other current assets”, amortized over the term of the A/R Facility to interest expense using the effective-interest method.

There were unamortized debt issuance costs related to the A/R Facility of $ 0.3 million as of December 31, 2024.

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 and are accounted for as secured borrowings.

The amount available for borrowing 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.

Under the A/R Facility, the Company is subject to pay a yield to the purchasers equal to SOFR plus a spread adjustment of 0.10 % and a drawn fee of 0.90 %.

The Company also pays a fee of 0.40 % on the undrawn committed amount of the A/R Facility.

Yield and fees payable by the Company under the AR Facility are due monthly.

The effective interest rate on the A/R Facility was 5.55 % as of December 31, 2024.

As of December 31, 2024, eligible accounts receivable of $ 140.2 million were pledged to the A/R Facility as collateral.

The Partnership has continuing involvement with the receivables transferred by Kinetik Receivables to the third-party purchasers by providing collection services.

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, lowering the remaining balance to $ 1.0 billion.

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

The Company recognized a loss on debt extinguishment of $ 0.5 million for the partial payment made on the Term Loan Credit Facility.

Sustainability Performance Targets

The Partnership’s outstanding debts were 100 % linked to sustainability performance targets as of December 31, 2024 and 2023, among which, the Partnership’s 2030 Notes and the 2028 Notes have SPTs that would result in interest rate adjustments starting on June 15, 2027, and the Partnership’s Term Loan, Revolving Credit Facility and A/R Facility have SPTs to be met for each calendar year starting in 2022 and onward.

In 2023, the Company met both SPTs under the Term Loan and Revolving Credit Facility.

As a result of meeting both SPTs under the Term Loan and Revolving Credit Facility, the Company maintained the favorable rate adjustment for these facilities during 2024.

The 2024 SPTs will be verified in 2025 for rate adjustment.

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 increase the facility limit to $ 250.0 million and extend the Scheduled Termination Date to March 31, 2026, with a Final Maturity Date of the earlier of (a) 60 days following the Scheduled Termination Date, and (b) the Termination Date unless such Termination Date occurs solely as a result of the Scheduled Termination Date’s occurrence.

In addition, the amendment eliminated certain Sustainability Performance Targets applicable to the Partnership and the Company under the Receivables Purchase Agreement.

Pursuant to the Amended A/R Facility, the Company and certain of its subsidiaries continuously transfer receivables to Kinetik Receivables LLC (“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 December 31, 2025, eligible accounts receivable of $ 165.2 million were pledged to the Amended A/R Facility as collateral.

The aggregate fees and expenses paid directly to third parties for the amendment totaled $ 0.3 million, which were capitalized as debt issuance costs and included in the Consolidated Balance Sheets as a current asset within “Prepaid and other current assets”, and are 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 December 31, 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 $ 3.7 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 Consolidated Balance Sheets 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, and the Existing Notes.

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

Index to Financial Statements

June 2030 Sustainability-Linked Senior Notes

On June 8, 2022, the Partnership completed a private placement of $ 1.00 billion aggregate principal amount of its 5.875 % Senior Notes due 2030 (the “2030 Notes”), which are fully and unconditionally guaranteed by the Company.

The 2030 Notes were issued at 99.59 % of their face amount and will mature on June 15, 2030.

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

The aggregate fees and expenses paid to obtain the 2030 Notes totaled $ 21.5 million and were capitalized as debt issuance costs and included in the Consolidated Balance Sheets.

Compliance with our Covenants

Each of the revolving credit agreements with Bank of America, N.A.

as administrative agent and the Term Loan Credit Facility, contain customary covenants and restrictive provisions which may, among other things, limit the Partnership’s ability to create liens, incur additional indebtedness and make restricted payments and the Partnership’s ability to liquidate, dissolve, consolidate with or merge into or with any other person.

The Term Loan Credit Agreement and the Revolving Credit Agreement contain customary covenants and restrictive provisions which may, among other things, limit the Partnership’s ability to create liens, incur additional indebtedness and make restricted payments and the Partnership’s ability to liquidate, dissolve, consolidate with or merge into or with any other person.

The 2030 Notes and the 2028 Notes also contain covenants and restrictive provisions, which may, among other things, limit the Partnership’s and its subsidiaries’ ability to create liens to secure indebtedness.

The A/R Facility contains covenants and restrictive provisions with respect to the Partnership and Kinetik Receivables that are customary for accounts receivable securitization facilities.

The Amended 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 December 31, 2025, the Partnership is in compliance with all customary and financial covenants.

Index to Fin ancial Statements

Letters of Credit

Our Revolving Credit Facility maturing on May 30, 2030, includes a $ 200.0 million sublimit for the issuance of letters of credit.

Our obligations with respect to related letters of credit totaled $ 12.6 million as of December 31, 2025 and 2024.

Fair Value of Financial Instruments

The fair value of the Company and its subsidiaries’ consolidated debt as of December 31, 2025 and 2024 was $ 3.88 billion and $ 3.52 billion, respectively.

At December 31, 2024, the 2030 Notes and the 2028 Notes’ fair value was based on Level 1 inputs and the Term Loan and Revolving Credit Facility’s fair value was based on Level 3 inputs and the A/R Facility’s fair value approximates its carrying value due to its short term nature.

At December 31, 2025, the 2030 Notes and the 2028 Notes’ fair value was based on quoted market price, which was classified as Level 1 inputs, the Term Loan and Revolving Credit Facility’s fair value was estimated based on applicable interest rate and SOFR Spread, which were classified as Level 3 inputs and the Amended A/R Facility’s fair value approximated its carrying value due to its short term nature.

The following table summarizes the Company’s debt obligations:

1 unchanged sentence

A/R Facility (1)

$ 165,200 $ 140,200

Total current debt obligations

$ 165,200 $ 140,200

Unsecured term loan (2)

$ 1,150,000 $ 1,000,000

$ 1.00 billion 2030 senior unsecured notes

5.875 % 2030 senior unsecured notes

1,000,000 1,000,000

$ 0.80 billion 2028 senior unsecured notes

6.625 % 2028 senior unsecured notes

1,050,000 800,000

$ 1.25 billion revolving line of credit (2)

Revolving line of credit (3)

453,000 590,000

Total Long term debt

Deferred debt issuance costs, net (3)

3,653,000 3,390,000

Unamortized debt issuance costs, net (4)

( 24,374 ) ( 26,174 )

Unamortized debt premium and discount, net

Long-term portion of debt, net

Total Long term debt, net

$ 3,627,720 $ 3,363,996

(1) The effective interest rate was 4.65 % and 5.55 % as of December 31, 2025 and 2024, respectively.

(2) The weighted average effective interest rate was 6.43 % and 7.06 % as of December 31, 2024 and 2023, respectively.

(2) The effective interest rate of the Term Loan Credit Agreement was 5.44 % as of December 31, 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 5.44 % as of December 31, 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 cost related to the Revolving Credit Facility.

Unamortized debt issuance cost associated with the Revolving Credit Facility was $ 8.5 million and $ 3.8 million as of December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, the current and non-current portion of the unamortized debt issuance costs related to the revolving credit facilities were included in the “Prepaid and other current assets” and “Deferred charges and other assets” of the Consolidated Balance Sheets, respectively.

Interest Income and Financing Costs, Net of Capitalized Interest

The unamortized debt issuance costs related to the revolving credit facilities were included in the “Deferred charges and other assets” of the Consolidated Balance Sheets.

Index to Financial Statements

The table below presents the components of the Company’s financing costs, net of capitalized interest:

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Total financing costs, net of capitalized interest $ 233,371 $ 217,235 $ 205,854

As of December 31, 2024 and 2023, unamortized debt issuance costs associated with the 2030 Notes, the 2028 Notes and the Term Loan Credit Facility were $ 26.2 million and $ 31.5 million, respectively, and unamortized debt premium and discount, net, associated with the 2028 Notes and Term Loan Credit Facility were $ 0.2 million and $ 0.3 million, respectively.

Index to Fin ancial Statements

The following table reflects future maturities of our outstanding debt for each of the next five years and thereafter.

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2028 2,200,000

Thereafter 1,000,000

2030 1,453,000

Total $ 3,818,200

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Short-term lease cost for the years ended December 31, 2025, 2024 and 2023 were $ 3.5 million, $ 7.7 million and $ 3.4 million, respectively.

Index to Financial Statements

The following table presents other supplemental lease information:

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Weighted-average discount rate — operating leases 6.06 % 6.82 %

Index to Fin ancial Statements

The following table presents future minimum lease payments under operating leases:

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Present value of lease liabilities $ 72,647

EQUITY AND WARRANTS

Redeemable Noncontrolling Interest - Common Unit Limited Partners

On February 22, 2022, the Company consummated the previously announced business combination transactions contemplated by the Contribution Agreement, dated as of October 21, 2021.

Pursuant to the Contribution Agreement, in connection with the Closing, (i) Contributor contributed all the equity interests of the Contributed Entities to the Partnership;

and (ii) in exchange for such contribution, the Partnership transferred to Contributor 50,000,000 common units representing limited partner interests in the Partnership and 50,000,000 shares of the Company’s Class C Common Stock, par value $ 0.0001 per share.

Please refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report.

The redemption option of the Common Unit is not legally detachable or separately exercisable from the instrument and is non-transferable, and 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 Consolidated Balance Sheets.

During 2024, 146,250 common units were redeemed on a one -for-one basis for shares of Class A Common Stock and a corresponding number of shares of Class C Common Stock were cancelled.

There were 97,783,034 Common Units and an equal number of Class C Common Stock issued and outstanding as of December 31, 2024.

During 2025, 7.9 million common units were redeemed on a one -for-one basis for shares of Class A Common Stock and a corresponding number of shares of 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 December 31, 2025.

The Common Units fair value was approximately $ 3.50 billion and $ 5.96 billion as of December 31, 2025 and 2024, respectively.

The fair value of the Common Units is estimated based on a quoted market price.

Preferred Units

Upon Closing, the Company assumed certain Preferred Units that were issued and outstanding as of the Closing Date.

At the Closing, the Company assumed liabilities of $ 200.7 million related to mandatorily redeemable Preferred Units and temporary equity of $ 462.7 million related to redeemable noncontrolling interest - Preferred Units Limited Partners.

During 2022, the Company redeemed all assumed Preferred Units from the Closing and recorded a gain on the redemption of mandatorily redeemable Preferred Units of $ 9.6 million and a gain on embedded derivative related to the redeemable noncontrolling interest - Preferred Units Limited Partners of $ 89.1 million.

Upon Closing, the Company assumed certain warrants that were outstanding on the Closing Date.

At the Closing, the Company recorded liabilities related to the warrants of $ 0.2 million.

There were 12,577,350 Public Warrants, valued based on Level 1 inputs, and 6,364,281 Private Placement Warrants, valued based on Level 3 inputs.

All Public Warrants and Private Placement Warrants expired on November 9, 2023.

As of December 31, 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”).

In addition, 7.7 million shares of Class C Common Stock will be issued as deferred consideration for the Durango Acquisition on July 1, 2025.

Index to Fin ancial Statements

Stock Repurchase Program

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

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

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

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.

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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 no t repurchase any of its Class A Common Stock under the Repurchase Program.

During the year ended December 31, 2023, the Company repurchased 194,174 shares at a total cost of $ 5.8 million.

The Company retired all treasury stock as of December 31, 2023.

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.

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

Furthermore, the Company retired the entirety of the 4.1 million shares held as treasury stock as of December 31, 2025.

Index to Financial Statements

On February 22, 2022, the Company entered into a Dividend and Distribution Reinvestment Agreement (the “Reinvestment Agreement”) with certain stockholders including BCP Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC, APA Corporation Apache Midstream LLC, and certain individuals (each, a “Reinvestment Holder”).

Under the Reinvestment Agreement, each Reinvestment Holder is obligated to reinvest at least 20 % of all distributions on Common Units or dividends on shares of Class A Common Stock in the Company’s Class A Common Stock.

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

Under the Reinvestment Agreement, each Reinvestment Holder was obligated to reinvest at least 20 % of all distributions on Common Units or dividends on shares of Class A Common Stock in the Company’s Class A Common Stock.

The Reinvestment Agreement automatically terminated on March 8, 2024.

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

During 2024 and 2023, the Company made cash dividend payments of $ 396.0 million and $ 82.0 million, respectively, to holders of Class A Common Stock and Common Units and $ 75.6 million and $ 352.1 million, respectively, was reinvested in shares of Class A Common Stock by each Reinvestment Holder.

On May 19, 2022, the Company announced that its Board approved and declared a two -for-one stock split with respect to its Class A Common Stock and Class C Common Stock, in the form of a stock dividend.

The Stock Split was accomplished by distributing one additional share of Class A Common Stock for each share of Class A Common Stock outstanding and one additional share of Class C Common Stock for each share of Class C Common Stock outstanding.

The additional shares of Common Stock were issued on June 8, 2022 to holders of record at the close of business on May 31, 2022.

All corresponding per-share and share amounts, excluding the Altus Acquisition, for periods prior to June 8, 2022 have been retrospectively restated in this Annual Report to reflect the Stock Split.

Index to Fin ancial Statements

During 2025, 2024 and 2023, the Company made cash dividend payments of $ 500.1 million, $ 396.0 million and $ 82.0 million, respectively, to holders of Class A Common Stock and Common Units and $ 1.7 million, $ 75.6 million and $ 352.1 million, respectively, 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.

FAIR VALUE MEASUREMENTS

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(In thousands)

Commodity swap $ — $ 1,869 $ — $ 1,869

Commodity swaps

$ — $ 15,369 $ — $ 15,369

Interest rate derivatives — 4 — 4

2 unchanged sentences

Interest rate derivatives — 135 — 135

Contingent liabilities — — 4,700 4,700

Total liabilities $ — $ 5,506 $ — $ 5,506

2 unchanged sentences

(In thousands)

Commodity swap $ — $ 3,663 $ — $ 3,663

Commodity swaps

$ — $ 1,869 $ — $ 1,869

Interest rate derivatives — 504 — 504

2 unchanged sentences

Interest rate derivatives — 1,206 — 1,206

Contingent liabilities $ — $ — $ 4,700 4,700

Total liabilities $ — $ 11,948 $ 4,700 $ 16,648

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Refer to Note 13—Derivatives and Hedging Activities in the Notes to our Consolidated Financial Statements in this Annual Report for further discussion related to commodity swaps and interest rate swaps.

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

Refer to Note 17 — Commitments and Contingencies in the Notes to our Consolidated Financial Statements in this Annual Report for further discussion related to Kings Landing Earnout contingent liability.

Index to Financial Statements

The Company recorded a contingent liability related to the Kings Landing Earnout using Level 3 inputs, including projected spending and completion probability of the project on the Durango Acquisition Date.

The Kings Landing Earnout was settled during 2025 and had a zero balance as of December 31, 2025.

Refer to Note 17—Commitments and Contingencies in the Notes to our Consolidated Financial Statements in this Annual Report for further discussion related to the Kings Landing Earnout contingent liability.

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

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The Company did not elect to apply hedge accounting to these derivative contracts and recorded the fair value of the derivatives on the Consolidated Balance Sheets as of December 31, 2025 and 2024.

Index to Fin ancial Statements

Interest Rate Risk

4 unchanged sentences

Interest rate swaps designated as interest rate derivatives involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.

As of December 31, 2024, the Company had two interest rate swap contracts with total notional amounts of $ 1,700.0 million effective on May 1, 2023 and maturing on May 31, 2025 that pay a fixed rate ranging from 4.38 % to 4.48 % and four interest rate swap with a total notional amount of $ 300.0 million effective May 30, 2025 and maturing on December 31, 2025 that pays a fixed rate ranging from 3.02 % to 4.06 %.

As of December 31, 2025, the Company had nine interest rate swap contracts with total notional amounts of $ 675.0 million effective on May 1, 2023 and matured on December 31, 2025 that paid a fixed rate ranging from 3.02 % to 4.18 % and two interest rate swap contracts with a total notional amount of $ 500.0 million effective December 31, 2025 and maturing on December 31, 2026 that pay a fixed rate ranging from 3.41 % to 3.42 %.

The fair value or settlement value of the consolidated interest rate swaps outstanding are presented on a gross basis on the Consolidated Balance Sheets.

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Derivative liabilities - current $ 135 $ 1,206

Derivatives liabilities - noncurrent — 5,348

Total derivative liabilities $ 135 $ 1,206

1 unchanged sentence

The following table presents interest rate swap derivatives activities for the years ended December 31, 2025, 2024 and 2023:

Index to Financial Statements

For the Year Ended December 31,

2025 2024 2023

(In thousands)

Realized gain on interest rate swaps $ 608 $ 13,149 $ 12,651

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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.

During the past 12 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 and crude basis spread swaps.

Similarly, the Company has entered into various natural gas basis spread swaps and crude collars.

These contracts are effective over the next 1 to 24 months and are used to hedge against location price risk of the respective commodity resulting from supply and demand volatility and protect cash flows against price fluctuations.

Index to Fin ancial Statements

The table below presents detail information of commodity swaps outstanding as of December 31, 2025 (in thousands, except volumes):

December 31, 2025

Commodity Instruments Unit Volume Net Fair Value

Commodity Unit Volume Net Fair Value

(In thousands)

Natural Gas Commodity Swap MMBtus 900,000 $ ( 79 )

NGL Commodity Swap Gallons 350,834,400 ( 8,523 )

Crude Commodity Swap Bbl 622,000 908

Crude Collars Commodity Swap Bbl 145,400 468

Natural Gas Basis Spread Swaps Commodity Swap MMBtus 5,440,000 ( 1,647 )

Natural Gas MMBtus 6,660,000 $ 2,611

NGL Gallons 178,367,700 7,933

Crude Bbl 601,200 3,618

Natural Gas Basis Spread Swaps MMBtus 13,220,000 ( 4,164 )

Index to Financial Statements

The fair value or settlement value of the outstanding swaps are presented on a gross basis on the Consolidated Balance Sheets.

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Derivative liabilities - current $ 5,371 $ 8,805

Derivatives liabilities - noncurrent 1,937 15

Derivative liabilities - noncurrent

Total derivative liabilities $ 5,371 $ 10,742

4 unchanged sentences

(In thousands)

Realized (loss) gain on commodity swaps $ ( 20,407 ) $ 13,056 $ ( 205 )

(Unfavorable) favorable fair value adjustment $ ( 31,195 ) $ 16,400 $ ( 1,429 )

Realized gain (loss) on commodity swaps

$ 3,679 $ ( 20,407 ) $ 13,056

Favorable (unfavorable) fair value adjustment

$ 22,550 $ ( 31,195 ) $ 16,400

SHARE-BASED COMPENSATION

4 unchanged sentences

Outstanding and unvested units as of December 31, 2024

5,399,730 $ 28.89

2,359,102 31.18

Outstanding and unvested units as of December 31, 2025

3,040,628 $ 28.58

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested Class A Shares for the years ended December 31, 2025 and 2024.

No vesting or forfeitures occurred for Class C Shares during 2025 or 2024.

Index to Fin ancial Statements

Year Ended December 31,

1 unchanged sentence

Aggregate intrinsic value of vested Class A Shares

$ 134,139 $ 1,756

Grant-date fair value of vested Class A Shares

$ 73,545 $ 1,346

As of December 31, 2025, there were $ 3.3 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 1.03 years.

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

Index to Financial Statements

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 activity for the year ended December 31, 2025:

2 unchanged sentences

Outstanding and unvested units as of December 31, 2024

698,595 $ 33.11

Granted 604,518 49.08

2 unchanged sentences

Outstanding and unvested units as of December 31, 2025 (1)

(1) The number of shares and weighted average fair market value per share here includes restricted share awards issued to new employees transitioned from ALTM as part of the merger.

931,507 $ 40.98

(1) The weighted average grant-date fair market value per unit of outstanding and unvested shares at December 31, 2025 includes modifications made during 2025.

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested RSUs for the years ended December 31, 2025 and 2024.

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Performance Stock Units

The Company granted PSUs pursuant to the 2019 Plan to certain of its employees and executives during 2024.

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.

Index to Fin ancial Statements

The table below summarizes PSU activities for the year ended December 31, 2025:

1 unchanged sentence

Weighted Avg Grant-Date Fair Market Value Per Unit

Granted in 2024 198,703 $ 36.76

Outstanding and unvested units as of December 31, 2024

198,703 $ 36.76

148,794 40.66

Outstanding and unvested units as of December 31, 2025 (1)

347,497 $ 41.41

(1) The weighted average grant-date fair market value per unit of outstanding and unvested shares at December 31, 2025 includes modifications made during 2025

No vesting or forfeiture occurred for PSUs for the year ended December 31, 2025.

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These costs are expected to be recognized over a weighted average period of 1.55 years.

With respect to above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $ 76.5 million, $ 56.0 million and $ 42.8 million in “General and administrative expenses” of the Consolidated Statements of Operations, for the years ended December 31, 2024, 2023 and 2022, respectively, based on a straight-line amortization of the associated awards’ fair value over the respective vesting life of the shares.

With respect to the above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $ 62.6 million, $ 76.5 million and $ 56.0 million in “General and administrative expenses” of the Consolidated

Index to Financial Statements

Statements of Operations, for the years ended December 31, 2025, 2024 and 2023, respectively, based on a straight-line amortization of the associated awards’ fair value over the respective vesting life of the shares.

In addition, during the first half 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 recognizes $ 2.9 million in additional stock-based compensation cost, which is amortized over the remaining term of respective equity awards.

The total income tax provision consists of the following:

2 unchanged sentences

(In thousands)

Current income tax expense:

Income from continuing operations before income tax expense $ 576,656 $ 267,268 $ 153,544

Current income tax expense (benefit):

Federal $ 404 $ 1,329 $ —

State ( 336 ) 2,203 492

3,532 492 522

Deferred tax (benefit) expense:

Deferred tax expense (benefit):

Federal 46,496 19,535 ( 235,627 )

2 unchanged sentences

Total $ 50,728 $ 23,035 $ ( 232,908 )

Index to Fin ancial Statements

The following table presents income taxes paid (net of refunds received):

Year Ended December 31, 2025

(In thousands)

Federal $ 1,850

State and local

Total $ 3,643

The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025.

The comparative years ended December 31, 2024 and 2023 are presented under ASC 740’s previous guidance.

The difference between the effective income tax rate and the U.S.

1 unchanged sentence

Year Ended December 31, 2025

Amount Percent

(In thousands, except percentage)

statutory rate $ 121,098 21.00 %

1 unchanged sentence

( 73,697 ) ( 12.78 ) %

State tax rate 2.03 % 1.64 %

State and local income tax 7,352 1.27 %

Other ( 4,025 ) ( 0.70 ) %

Effective rate $ 50,728 8.80 %

Index to Financial Statements

Year Ended December 31,

statutory rate 21.00 % 21.00 %

Tax attributable to noncontrolling interest

( 13.11 ) % ( 13.51 ) %

State and local income tax 2.03 % 1.64 %

Valuation allowance — % ( 160.84 ) %

Other ( 1.30 ) % 0.02 %

Effective rate 8.62 % ( 151.69 ) %

Texas margin tax, a levy on businesses operating in the State of Texas, accounted for more than 98 % of the effect of the state and local income tax category in above tax rate reconciliation for the years ended December 31, 2025, 2024 and 2023.

The net deferred tax assets reflect the tax impact of temporary differences between the asset and liability amounts carried on the balance sheet under U.S.

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For federal purposes, the Company has deferred tax assets related to (i) its investment in the Partnership and (ii) net operating losses (“NOLs”) with no expiration date.

As of December 31, 2024, embedded in the investment in partnership deferred tax asset is approximately $ 21.3 million related to the carryover of interest expense limitation under IRC 163(j).

As of December 31, 2025, embedded in the investment in partnership deferred tax asset is approximately $ 18.2 million related to the carryover of interest expense limitation under IRC Section 382 163(j).

The carryover for the interest expense limitation has no expiration.

4 unchanged sentences

As a result, no valuation allowance was recorded with respect to such deferred tax assets as of December 31, 2025.

Internal Revenue Code (“IRC”) Section 382 addresses company ownership changes and specifically limits the utilization of certain deductions and other tax attributes on an annual basis following an ownership change.

IRC Section 382 addresses company ownership changes and specifically limits the utilization of certain deductions and other tax attributes on an annual basis following an ownership change.

The Company experienced ownership changes within the meaning of IRC Section 382 that subjected certain of the Company's tax attributes, including NOLs, to an IRC Section 382 limitation.

2 unchanged sentences

The timing of such usage will depend upon our future earnings and future tax circumstances.

The Company accounts for income taxes in accordance with FASB ASC 740 , Income Taxes , which prescribes a minimum recognition threshold a tax position must meet before being recognized in the financial statements.

The Company accounts for income taxes in accordance with FASB ASC 740, which prescribes a minimum threshold a tax position must meet before being recognized in the financial statements.

Tax positions generally refer to a position taken in a previously filed income tax return or expected to be included in a tax return to be filed in the future that is reflected in the measurement of current and deferred income tax assets and liabilities.

The Company had no uncertain tax position as of December 31, 2025 and 2024.

Index to Fin ancial Statements

Index to Financial Statements

The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense.

15 unchanged sentences

( 13,223 ) ( 18,829 ) ( 17,406 )

Excess preferred carrying amount over consideration paid (2)

Total net income attributable to Class A common shareholders - basic

13 unchanged sentences

Net income available per common share - diluted $ 2.63 $ 1.02 $ 2.52

(1) Represents dividends paid to unvested Class A and Class C Shares, RSUs and PSUs.

(2) Represented excess of carrying value of redeemable noncontrolling interest Preferred Units over redemption price at redemption.

(1) Represents dividends paid to unvested Class A Shares, and Class C Shares, RSUs and PSUs.

(2) 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 the years ended December 31, 2025 and 2024.

(4) Share amounts have been retrospectively restated to reflect the Company’s two -for-one Stock Split.

Refer to Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Annual Report for further information.

(3) Includes dilutive effect from both RSUs and PSUs on unvested Class A common shares.

2 unchanged sentences

These accruals are adjusted as additional information becomes available or circumstances change.

As of December 31, 2024 and 2023, there were no accruals for loss contingencies.

Index to Fin ancial Statements

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

Index to Financial Statements

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

In accordance with 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.

Thus, the Company’s exposure and ultimate losses may be higher, and possibly significantly more, than the amounts accrued.

The Company has entered into litigation with a third party to collect receivables totaling $ 11.6 million and is waiting on settlement of $ 8.0 million in outstanding vendor credits from another counterparty related to prior litigation the Company had previously entered into and subsequently dropped.

These amounts remain outstanding from the Winter Storm Uri during February of 2021.

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

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.

The Company and certain of its affiliates are currently defending against two lawsuits brought by Energy Transfer GC NGL Product Services, LLC (formerly Lone Star NGL Product Services, LLC) individually and on behalf of certain of its affiliates, which allege breach of contract and related tort claims arising from two long-term NGL purchase agreements, and which seek remedies in the form of monetary damages, declaratory relief, and specific performance.

The first lawsuit was filed in 2021, and the second was filed in 2025 to assert similar claims against additional subsidiaries of the Company.

The lawsuits have been consolidated in Texas Business Court and are set to proceed to a bench trial on March 30, 2026.

The Company intends to vigorously defend against these claims.

At this time, the Company has accrued immaterial reserves, however, we cannot predict with certainty how these matters may ultimately be resolved.

As previously disclosed, the Company is involved in two litigation matters arising from Winter Storm Uri in February 2021.

The first matter relates to the Company’s efforts to recover approximately $ 11.6 million in receivables from a third party.

The second matter involves a dispute with another counterparty concerning approximately $ 8.0 million in vendor credits.

The parties have asserted counterclaims against one another, and the ultimate outcome remains uncertain given the current stage of the proceedings.

Based on the creditworthiness of the counterparties and management’s assessment of the claims, defenses, and related uncertainties, no allowances have been recorded.

The Company will continue to monitor developments in both matters and update its evaluation as warranted.

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 relations, risks of additional costs and liabilities are inherent in our operations.

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 became a potential responsible party to certain potential civil penalties related to excess emission violations of certain gas plants and compressor stations acquired.

The Company estimated a liability of $ 24.0 million based on information related to the alleged violations available as of the Durango Closing Date and December 31, 2024.

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 $ 14.0 million and $ 24.0 million as of December 31, 2025 and 2024, respectively.

The estimated environmental matter-related liability was classified as a noncurrent liability and included in “ Other liabilities ” in the Consolidated Balance Sheets as of December 31, 2025 as the Company expects the matter to be settled beyond the next 12 months.

The revision of the estimated liability was based on information available to both management and external subject matter experts in identifying penalties, cost of remediations and probable settlement outcomes.

The change in estimated environmental matter-related liability of $ 10.0 million was included in “Operating expenses” of the Consolidated Statement of Operations for the year ended December 31, 2025.

Contingent Liabilities

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On June 24, 2024, the Company consummated the previously announced Durango Acquisition.

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

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, the Company recorded an initial contingent liability of $ 64.0 million and further reduced such contingent liability through a measurement period adjustment of $ 59.5 million, based on information available as of the Durango Acquisition Date, but obtained subsequent thereto.

The earn-out liability is a function of the present value of projected spend as evaluated using a weighted probability model.

Pursuant to ASC 805, the Company also recorded a fair value adjustment of $ 0.2 million within “Costs of sales (exclusive of depreciation and amortization)” of the Consolidated Statement of Operations for the year ended December 31, 2024.

The contingent liability associated with the Kings Landing Project of $ 4.7 million was included in “Other current liabilities” of the Consolidated Balance Sheet as of December 31, 2024.

Pursuant to the Durango MIPA, Durango Seller is entitled to an earnout 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 earnout is subject to reduction based on actual capital costs associated with the Kings Landing Project.

Upon closing, the Company evaluated the earnout consideration classification in accordance with ASC 480.

The Company determined the earnout 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

Index to Financial Statements

projected expenditure.

The estimated contingent liability associated with the Kings Landing Project was $ 4.7 million as of December 31, 2024.

In the fourth quarter 2025, the Company paid $ 9.9 million to settle the contingent liability, which amount, in accordance with the MIPA, is subject to review by the Durango Seller, and may be subject to adjustment.

Pursuant to ASC 805, the Company recorded fair value adjustments of $ 5.2 million and $ 0.2 million within “Costs of sales (excluding of depreciation and amortization expenses)” of the Consolidated Statement of Operations for the years ended December 31, 2025 and 2024, respectively.

2019 PDC Acquisition

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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 five years ;

therefore, the estimated fair value of the contingent consideration liability was nil as of December 31, 2024 and 2023.

Index to Fin ancial Statements

Letters of Credit

Our Revolving Credit Facility maturing on June 8, 2027, can be used for letters of credit.

Our obligations with respect to related letters of credit totaled $ 12.6 million and $ 12.6 million as of December 31, 2024 and 2023, respectively.

The total monies paid under this arrangement are capped at $ 60.5 million and are payable on an annual basis over the earnout period.

PDC’s actual annual Mcf volume did not exceed the incentive forecast volume during the past six years and is not expected to over the next four years ;

therefore, the estimated fair value of the contingent consideration liability was zero as of December 31, 2025 and 2024.

RELATED PARTY TRANSACTIONS

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FASB ASC 850, Related Party Transactions (“Topic 850”), requires that transactions with related parties that would make a difference in decision making shall be disclosed so that users of the financial statements can evaluate their significance.

Upon closing of the Altus Acquisition, the Company had the following shareholders that owned more than 10 % of the Company’s issued and outstanding Common Stock:

BCP Raptor Aggregator, LP, Blackstone Management Partners, LLC, BX Permian Pipeline Aggregator LP, Buzzard Midstream LLC and Apache Midstream LLC (“Apache”).

Out of these affiliates, the Company has product and service revenue contracts and operating expense contracts with Apache Midstream.

In addition, Apache acquired Titus Oil and Gas, LLC (“Titus”) in October 2022, at which time Titus became a related party.

Upon closing of the Altus Acquisition, Apache Midstream LLC (“Apache”) owned more than 10 % of the Company’s issued and outstanding Common Stock.

The Company has product and service revenue contracts and operating expense contracts with Apache.

Through secondary offerings completed in December 2023 and March 2024, Apache sold all of the Company’s Class A Common Stock it owned.

Pursuant to ASC 850, Apache was no longer a related party after the completion of its secondary offering in December 2023 as it owned less than 10 % of the Company’s common stock.

Pursuant to FASB ASC 850, Apache was no longer a related party after the completion of its secondary offering in December 2023 as it owned less than 10 % of the Company’s Common Stock.

Pursuant to Regulation S-K, Item 404(a), Apache ceased to be a related party as of March 18, 2024 as it no longer owned any of the Company’s Common Stock.

The Company also has equity interests in PHP, Breviloba and EPIC as of December 31, 2024.

The Company also has equity interests in PHP and Breviloba as of December 31, 2025.

Investments in these EMIs are accounted for using the equity investment method and are considered unconsolidated affiliates.

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In addition to equity investment activities, the Company pays a demand fee to PHP and a capacity fee to Breviloba for certain volumes transported on the Shin Oak pipeline.

The following table summarizes transactions with the above unconsolidated affiliates.

The following table summarizes transactions with the above related parties.

Investment contributions, distributions and equity in earnings from EMIs are detailed in Note 7 — Equity Method Investments in the Notes to our Consolidated Financial Statements in this Annual Report, thus, not included in the table below.

For the Year Ended December 31,

2025 2024 (1)

(In thousands)

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Cost of sales $ 28,549 $ 58,496 $ 59,118

(1) Included activities from Apache for the period ended March 18, 2024, on which date Apache ceased to be a related party.

(1) Included activities from Apache for the period from January 1, 2024 through March 18, 2024, on which date Apache ceased to be a related party.

As of December 31, 2025, the Company had no accounts receivable or accounts payable due from or to related parties.

As of December 31, 2023, accounts receivable from Apache Midstream and Titus totaled $ 15.8 million and immaterial accounts payable were due to Apache Midstream and Titus.

Our two operating segments represent the Company’s segments for which discrete financial information is available and is utilized on a regular basis by our CODM to make key operating decisions, assess performance and allocate resources.

As of December 31, 2024, the Company had no accounts receivable from Apache and its subsidiaries and immaterial accounts payable were due to Apache and its subsidiaries.

Index to Financial Statements

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.

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• Midstream Logistics:

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

Index to Fin ancial Statements

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 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 (“Segment Adjusted EBITDA”) to access performance of each operating segment.

The Pipeline Transportation segment consists of equity investment interests in two Permian Basin pipelines that access various points along the U.S.

Gulf Coast and Mexico markets, Kinetik NGL Pipelines, Brandywine Pipeline and Delaware Link Pipeline.

The current operating pipelines transport 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 98 % of the Company’s operating revenues, cost of sales (excluding depreciation and amortization), operating expenses and ad valorem expenses.

The Midstream Logistics segment accounts for more than 99 % of the Company’s operating revenues, cost of sales (excluding depreciation and amortization expenses), operating expenses and ad valorem expenses.

The Pipeline Transportation segment contains all of the Company’s equity method investments, which contribute more than 91 % of the Segment’s Adjusted EBITDA.

Corporate and Other contains the Company’s executive and administrative functions, including 84 % of the Company’s general and administrative expenses and all of the Company’s stock compensation and debt service costs.

Corporate and Other contains the Company’s executive and administrative functions, including more than 80 % of the Company’s general and administrative expenses.

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

Index to Financial Statements

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 years ended December 31, 2025, 2024 and 2023:

Index to Fin ancial Statements

Midstream Logistics Pipeline Transportation Corporate and Other (1)

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Total segment operating revenue 1,754,828 34,773 — ( 25,212 ) 1,764,389

Costs of sales (excluding depreciation and amortization expense)

( 620,617 ) ( 1 ) — — ( 620,618 )

Intersegment cost of sales

Costs of sales (excluding depreciation and amortization expenses)

( 785,615 ) ( 333 ) — — ( 785,948 )

Intersegment costs of sales ( 25,212 ) — — 25,212 —

Operating expenses (3)

6 unchanged sentences

$ 635,845 $ 370,134 $ ( 18,275 ) $ — $ 987,704

Reconciliation of Segment Adjusted EBITDA to income before income taxes

Reconciliation of segment profit to income before income taxes

Segment Adjusted EBITDA (5)

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Other interest income — — 1,510 — 1,510

Commodity hedging unrealized gain 18,871 — — — 18,871

Gain on sale of equity method investment — 415,409 — — 415,409

3 unchanged sentences

Contract assets amortization 6,794 — — — 6,794

6,621 — — — 6,621

Proportionate EMI EBITDA — 339,448 — — 339,448

Share-based compensation — — 62,617 — 62,617

— — 76,536 — 76,536

Loss on disposal of assets, net 8 — — — 8

Commodity hedging unrealized loss

10,788 — — — 10,788

Loss on debt extinguishment

— — 635 — 635

Contingent liabilities fair value adjustment 5,190 — — — 5,190

Integration costs 13,169 — 1,789 — 14,958

Acquisition transaction costs — — 4,096 — 4,096

Other one-time costs and amortization

Acquisition / divestiture transaction costs

— — 275 — 275

Income (loss) before income taxes

Litigation costs

— — 19,708 — 19,708

Index to Fin ancial Statements

Other one-time costs and amortization 4,588 — 2,952 — 7,540

Income (loss) before income taxes $ 251,441 $ 663,212 $ ( 337,997 ) $ — $ 576,656

Index to Financial Statements

Midstream Logistics Pipeline Transportation Corporate and Other (1)

6 unchanged sentences

Total segment operating revenue 1,473,550 35,478 — ( 26,099 ) 1,482,929

Costs of sales (excluding depreciation and amortization expense) ( 514,035 ) ( 1,686 ) — ( 515,721 )

Intersegment cost of sales

Costs of sales (excluding depreciation and amortization expenses)

( 620,617 ) ( 1 ) — ( 620,618 )

Intersegment costs of sales ( 26,099 ) — — 26,099 —

Operating expenses (3)

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Other interest income — — 1,988 — 1,988

Warrant valuation adjustment — — 88 — 88

Commodity hedging unrealized gain 4,291 — — — 4,291

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

Equity in earnings of unconsolidated affiliates — 213,191 — — 213,191

2 unchanged sentences

Contract assets amortization 6,621 — — — 6,621

6,620 — — — 6,620

Proportionate EMI EBITDA — 346,666 — — 346,666

Share-based compensation — — 76,536 — 76,536

— — 55,983 — 55,983

Loss on disposal of assets, net 4,040 — — — 4,040

Commodity hedging unrealized loss 10,788 — — — 10,788

Loss on debt extinguishment — — 525 — 525

Contingent liabilities fair value adjustment 200 — — — 200

Integration costs 2,110 — 3,716 — 5,826

Acquisition transaction costs — — 4,096 — 4,096

Other one-time costs and amortization

Litigation costs

229 — 5,845 — 6,074

Other one-time costs or amortization 4,690 — 1,337 — 6,027

Income (loss) before income taxes $ 271,154 $ 324,673 $ ( 328,559 ) $ — $ 267,268

$ 239,756 $ 199,654 $ ( 285,866 ) $ — $ 153,544

Index to Fin ancial Statements

Index to Financial Statements

Midstream Logistics Pipeline Transportation Corporate and Other (1)

Consolidated (6)

Elimination Consolidated

For the year ended December 31, 2023

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Other revenue 13,343 2,908 — — 16,251

Intersegment revenue (2)

— 1,678 — ( 1,678 ) —

Total segment operating revenue 1,249,647 8,443 — ( 1,678 ) 1,256,412

Costs of sales (excluding depreciation and amortization expense) ( 541,518 ) — — ( 541,518 )

Costs of sales (excluding depreciation and amortization expenses)

( 514,035 ) ( 1,686 ) — — ( 515,721 )

Intersegment costs of sales ( 1,678 ) — — 1,678 —

Operating expenses (3)

6 unchanged sentences

$ 543,190 $ 311,106 $ ( 15,466 ) $ — $ 838,830

Reconciliation of segment adjusted EBITDA to income before income taxes

Reconciliation of segment profit to income before income taxes

Segment Adjusted EBITDA (5)

$ 543,190 $ 311,106 $ ( 15,466 ) $ — $ 838,830

Other interest income — — 677 — 677

Warrant valuation adjustment — — 88 — 88

Gain on redemption of mandatorily redeemable Preferred Units — — 9,580 9,580

Gain on embedded derivative — — 89,050 89,050

Equity in earnings of unconsolidated affiliates — 180,956 — 180,956

Commodity hedging unrealized gain 4,291 — — — 4,291

Equity in earnings from unconsolidated affiliates

— 200,015 — — 200,015

Interest expense 47 — 205,807 — 205,854

1 unchanged sentence

Contract assets amortization 6,620 — — — 6,620

1,807 — — 1,807

Proportionate EMI EBITDA — 306,072 — — 306,072

Share-based compensation — — 55,983 — 55,983

— — 42,780 42,780

Loss (gain) on disposal of assets

12,645 — ( 34 ) 12,611

Loss (gain) on debt extinguishment

27,983 ( 8 ) — 27,975

Loss on disposal of assets, net 19,402 — — — 19,402

Loss on debt extinguishment — — 1,876 — 1,876

Integration costs 59 — 956 — 1,015

Acquisition transaction costs 33 — 615 — 648

Other one-time costs and amortization

Litigation costs

1,154 — 2,978 — 4,132

Other one-time costs or amortization 4,842 — 2,927 — 7,769

Income (loss) before income taxes $ 239,756 $ 199,654 $ ( 285,866 ) $ — $ 153,544

$ 151,413 $ 180,926 $ ( 79,002 ) $ 253,337

(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.

(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.

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(3) Operating expenses includes ad valorem taxes.

(4) Other segment items include other income related to sales tax refund, proceeds from insurance claims and legal settlements, and warrants fair value adjustments, share-based compensation, and one-time or nonrecurring cost adjustments related to amortization of contract costs, commodity hedging unrealized (gain)/loss, contingent liabilities fair value adjustment, integration costs, acquisition transaction costs and other one-time cost or amortization.

(4) Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, fair value adjustments to contingent liabilities, commodity hedging unrealized gain or loss, integration costs, acquisition/divestiture costs, litigation costs and other one-time costs or amortization.

(5) Segment adjusted EBITDA is a non-GAAP measure;

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Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report, for a definition and reconciliation to the GAAP measure.

(6) Results do not include legacy ALTM prior to February 22, 2022.

Refer to Note 1 —Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report, for further information on the Company’s basis of presentation.

Index to Fin ancial Statements

Index to Financial Statements

The following tables present supplemental segment information that are not included in the segment profit measurements above for the years ended December 31, 2025, 2024 and 2023:

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(In thousands)

Income tax expenses

$ — $ — $ 23,035 $ 23,035

Segment assets (2)

Income tax expense

$ — $ — $ 50,728 $ 50,728

2 unchanged sentences

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the year ended December 31, 2023 (In thousands)

Income tax benefit

$ — $ — $ ( 232,908 ) $ ( 232,908 )

Segment assets (2)

For the year ended December 31, 2024

(In thousands)

Income tax expense

$ — $ — $ 23,035 $ 23,035

2 unchanged sentences

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the year ended December 31, 2022 (In thousands)

Income tax expenses

For the year ended December 31, 2023

(In thousands)

Income tax benefit $ — $ — $ ( 232,908 ) $ ( 232,908 )

Total capital expenditures (2)(3)

234,879 94,675 — 329,554

Segment assets (2)

December 31, December 31,

Total assets:

(In thousands)

Midstream Logistics (4)

$ 4,714,723 $ 4,326,954

Total capital expenditures (3)

Pipeline Transportation (5)

2,153,280 2,270,403

Segment total assets 6,868,003 6,597,357

Corporate and Other

227,608 217,580

Total assets $ 7,095,611 $ 6,814,937

(1) Corporate and Other represents those results that:

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

(2) Pipeline Transportation includes investment in unconsolidated affiliates of $ 2.12 billion, $ 2.54 billion and $ 2.38 billion as of December 31, 2024, 2023 and 2022, respectively.

(3) Excludes contributions, acquisition and divestiture of equity interest in the Company’s EMIs included in Pipeline Transportation segment assets.

See Note 7 —Equity Method Invest ments in the Notes to our Consolidated Financial Statements in this Annual Report for additional information.

(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.

(2) Excludes capital assets acquired in the Company’s business combinations that are included in the Midstream Logistic segment.

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

(3) Excludes contributions, acquisition and divestiture of equity interest in the Company’s EMIs that are included in Pipeline Transportation segment.

See Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Annual Report for additional information.

(4) Midstream Logistics segment included goodwill of $ 5.1 million as of December 31, 2025 and 2024.

(5) Pipeline Transportation segment included investment in unconsolidated affiliates of $ 2.01 billion and $ 2.12 billion as of December 31, 2025 and 2024, respectively.

SUBSEQUENT EVENTS

On January 14, 2025, the Company consummated the previously announced transaction contemplated by the definitive agreement with Permian Resources Corporation (“Permian Resources”) to acquire certain natural gas and crude oil gathering systems assets, primarily located in Reeves County, Texas, for approximately $ 178.4 million of cash consideration (“Permian Resources Midstream Acquisition”).

We are currently evaluating the Permian Resources Midstream Acquisition and have not completed the purchase accounting.

On January 22, 2026, the Board declared a cash dividend of $ 0.81 per share on the Company’s Class A Common Stock which was paid to stockholders of record as of February 6, 2026, on February 13, 2026.

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

What changed 10-K

Item 9A. Controls and Procedures