What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-06 · 260 added, 491 removed, 578 unchanged (57% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands, except per share data)

12 unchanged sentences

Depreciation and amortization expenses 101,833 92,673

Loss (gain) on disposal of assets, net

50 — ( 15 ) 4,090

Gain on disposal of assets, net ( 19 ) ( 40 )

Total operating costs and expenses 413,814 423,983

Operating income 19,787 72,874 116,522 155,563

Operating (loss) income ( 3,838 ) 19,280

Other income (expense):

Interest and other income 167 785

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

Gain on sale of equity method investment — 29,953 — 89,837

Interest expense ( 53,420 ) ( 55,714 )

2 unchanged sentences

( 2,065 ) 2,549

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

Income tax expense 1,109 8,260 11,003 21,261

Net income including noncontrolling interest 15,549 83,654 109,227 228,009

Net income attributable to Common Unit limited partners 10,284 57,891 74,187 153,504

Net income attributable to holders of Class A Common Stock $ 5,265 $ 25,763 $ 35,040 $ 74,505

Net income attributable to holders of Class A Common Stock, per share

(Loss) income before income taxes ( 5,903 ) 21,829

Income tax (benefit) expense ( 778 ) 2,567

Net (loss) income including noncontrolling interest ( 5,125 ) 19,262

Net (loss) income attributable to Common Unit limited partners ( 3,458 ) 13,132

Net (loss) income attributable to holders of Class A Common Stock $ ( 1,667 ) $ 6,130

Net (loss) income attributable to holders of Class A Common Stock, per share

Basic $ ( 0.07 ) $ 0.05

3 unchanged sentences

Diluted 66,684 61,001

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

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

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

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

(1) Costs of sales (excluding depreciation and amortization) is net of gas service revenues totaling $ 102.3 million and $ 62.2 million for the three months ended March 31, 2026 and 2025, respectively, for certain volumes where we function as principal.

(2) Includes amounts associated with related parties of $ 7.1 million and $ 4.7 million for the three months ended March 31, 2026 and 2025, respectively.

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

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, December 31,

March 31, December 31,

(In thousands, except shares data)

41 unchanged sentences

Class A Common Stock:

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

$ 0.0001 par, 1,500,000,000 shares authorized, 68,802,183 and 64,080,915 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Class C Common Stock:

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

Deferred consideration

$ 0.0001 par, 1,500,000,000 shares authorized, 93,557,604 and 97,557,604 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital — 240,725

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income including noncontrolling interest

$ 109,227 $ 228,009

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income including noncontrolling interest $ ( 5,125 ) $ 19,262

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization expense 101,833 92,673

1 unchanged sentence

Amortization of contract costs 1,950 1,656

Contingent liabilities fair value adjustment 5,700 1,400

Distributions from unconsolidated affiliates 68,309 63,337

1 unchanged sentence

Derivative fair value adjustment 43,783 22,171

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

(Gain) loss on disposal of assets, net ( 15 ) 4,090

Gain on disposal of assets, net ( 19 ) ( 40 )

Equity in earnings of unconsolidated affiliates ( 51,188 ) ( 57,478 )

Loss on debt extinguishment 635 525

Share-based compensation 20,663 20,653

12 unchanged sentences

Investments in unconsolidated affiliates — ( 888 )

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

Distributions from unconsolidated affiliates — 560

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

Cash proceeds from disposal of assets 43 45

5 unchanged sentences

Payments on A/R Facility ( 8,100 ) —

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

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

Proceeds from borrowings on long-term debt — 250,000

Payments of debt issuance costs, net ( 123 ) ( 2,497 )

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

Proceeds from debt premium, net — 625

Proceeds from revolving line of credit 150,000 388,000

2 unchanged sentences

Distributions paid to Class C Common Unit limited partners ( 79,017 ) ( 76,198 )

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

Net cash provided by (used in) financing activities 73,031 ( 411,519 )

Net cash (used in) provided by financing activities ( 94,533 ) 88,547

Net change in cash ( 3,231 ) 5,239

CASH, BEGINNING OF PERIOD 3,951 3,606

CASH, END OF PERIOD $ 720 $ 8,845

KINETIK HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

CASH, BEGINNING OF PERIOD 3,606 4,510

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

SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES

Cash paid for interest, net of amounts capitalized $ 20,821 $ 23,710

Cash paid for income taxes, net

$ 3,643 $ 559

Property and equipment and intangible accruals in accounts payable and accrued liabilities $ 40,002 $ 41,907

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

$ 34,735 $ 42,974

Class A Common Stock issued through dividend and distribution reinvestment plan $ 498 $ 390

Fair value of assets acquired in business combinations

$ 191,133 $ 910,221

Cash consideration paid

175,481 357,968

Class C Common Units issued

Deferred consideration

Contingent consideration

Liabilities assumed

$ 15,652 $ 65,053

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

3 unchanged sentences

Common Stock Class C

Common Stock Additional Paid-in Capital Accumulated Deficit Treasury

Common Stock Additional Paid-in Capital Accumulated Deficit Total Equity

Deferred Consideration

1 unchanged sentence

(In thousands)

For the Quarter Ended September 30, 2024

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

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

Share-based compensation — 4 — — — — — 15,171 — — 15,171

Net income 57,891 — — — — — — — 25,763 — 25,763

Change in redemption value of noncontrolling interest 509,035 — — — — — — ( 14,801 ) ( 494,234 ) — ( 509,035 )

Recognition of deferred tax asset — — — — — — — ( 814 ) — — ( 814 )

Distributions paid to Common Unit limited partners ( 73,337 ) — — — — — — — — — —

Dividends on Class A Common Stock ($ 0.75 per share)

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

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

For the Quarter Ended September 30, 2025

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

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

For the Three Months Ended March 31, 2025

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

Redemption of Common Units ( 40,821 ) 744 — ( 744 ) — — — 40,821 — $ 40,821

Issuance of common stock through dividend and distribution reinvestment plan — 6 — — — — — 390 — 390

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

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

Share-based compensation — 242 — — — — — 20,653 — 20,653

5 unchanged sentences

— — — — — — — — ( 47,367 ) ( 47,367 )

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

KINETIK HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interest — Common Unit Limited Partners Class A

Common Stock Class C

Common Stock Additional Paid-in Capital Accumulated Deficit Treasury

Deferred Consideration

Shares Amount Shares Amount Shares Amount

(In thousands)

For the Nine Months Ended September 30, 2024

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

For the Three Months Ended March 31, 2026

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

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

Redemption of Common Units ( 182,418 ) 4,000 1 ( 4,000 ) ( 1 ) — — 182,418 — 182,418

1 unchanged sentence

Share-based compensation — 710 — — — — — 20,663 — 20,663

Net income 153,504 — — — — — — — 74,505 — 74,505

Change in redemption value of noncontrolling interests 1,268,038 — — — — — — ( 330,196 ) ( 937,842 ) — ( 1,268,038 )

Recognition of deferred tax asset — — — — — — — 4,347 — — 4,347

Distributions paid to Common Unit limited partners ( 214,309 ) — — — — — — — — — —

Cash dividends on Class A Common Stock ($ 2.25 per share)

( 3,458 ) — — — — — — — ( 1,667 ) ( 1,667 )

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

For the Nine Months Ended September 30, 2025

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

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

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

Issuance of common stock through dividend and distribution reinvestment plan — 22 — — — — — 1,137 — — 1,137

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

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

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

Net income 74,187 — — — — — — — 35,040 — 35,040

Change in redemption value of noncontrolling interest 1,280,522 — — — — — — ( 471,845 ) ( 808,677 ) ( 1,280,522 )

3 unchanged sentences

— — — — — — — — ( 52,785 ) ( 52,785 )

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

Balance at March 31, 2026 $ 4,511,385 68,802 $ 7 93,558 $ 9 — $ — $ — $ ( 1,669,250 ) $ ( 1,669,234 )

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

6 unchanged sentences

Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

This Quarterly Report on Form 10-Q should be read along with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2025.

This Quarterly Report on Form 10-Q should be read along with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026.

THE ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

The Company provides comprehensive gathering, produced water disposal, transportation, compression, processing and treating services necessary to bring natural gas, NGLs and crude oil to market.

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

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

Gulf Coast and Mexico.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with GAAP.

Certain reclassifications of prior year balances have been made to conform such amounts to the current year’s presentation.

These reclassifications have no impact on net income.

All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.

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 which has required prior periods to reflect the change in presentation.

See Note 2—Summary of Significant Accounting Policies, Recent Accounting Pronouncements in our 2024 Annual Report on Form 10-K for further discussion.

Significant Accounting Policies

The accounting policies that we follow are set forth in Note 2 – Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K.

There were no significant updates or revisions to our accounting policies during the nine months ended September 30, 2025.

The accounting policies that we follow are set forth in Note 2 – Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

There were no significant updates or revisions to our accounting policies during the three months ended March 31, 2026.

Transactions with related parties

The Company incurs cost of sales with two of its equity method investment (“EMI”) pipeline entities, Permian Highway Pipeline LLC (“PHP”) and Breviloba, LLC (“Breviloba”).

The Company pays a demand fee to PHP and pays a capacity fee to Breviloba for certain volumes moving on the Shin Oak NGL Pipeline (“Shin Oak”).

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

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

The Company incurs cost of sales with two of its EMI pipeline entities, PHP and Breviloba.

The Company pays a demand fee to PHP and pays a capacity fee to Breviloba for certain volumes moving on Shin Oak.

The Company recorded cost of sales of $ 7.1 million and $ 4.7 million with these affiliates for the three months ended March 31, 2026 and 2025, respectively.

Recently issued accounting pronouncements not yet adopted

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

Improvements to Income Tax Disclosures (“ASU 2023-09”).

The amendments in this update require, among other items, that public entities disclose, on an annual and interim basis, (i) specific categories of income taxes in the rate reconciliation, and (ii) a disaggregation of income taxes paid by federal, state, and foreign taxes.

The amendments are required to be applied prospectively with retrospective application permitted.

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

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40), Disaggregation of Income Statement Expenses, (“ASU 2024-03”).

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses, (“ASU 2024-03”).

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - Clarifying the Effective Date (“ASU 2025-01”).

2 unchanged sentences

The requirements will be applied prospectively with the option for retrospective application.

Early adoption is permitted.

adoption is permitted.

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

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.

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.

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

1 unchanged sentence

Determining the fair value of these items requires management’s judgment and the utilization of an independent valuation specialist, if applicable, and involves the use of significant estimates and assumptions.

As of September 30, 2025, our allocations of purchase price for acquisitions made during 2025 and 2024 are detailed below:

Acquisition Date Acquisition Consideration Transferred Current Assets Property Plant & Equipment Intangible Assets Other Long Term Assets Liabilities Contingent Consideration

(In thousands)

(1) Q1 2025 Barilla Draw $ 175,481 $ — $ 164,981 $ 10,500 $ 15,652 $ 15,652 $ —

(2) Q2 2024 Durango Permian, LLC $ 781,167 $ 61,171 $ 627,452 $ 183,000 $ 3,621 $ 89,577 $ 4,500

Barilla Draw Acquisition

On January 14, 2025, the Company completed the previously announced bolt-on acquisition with Permian Resources Corporation, who directly owned all of the issued and outstanding membership interests of (a) RC Permian Gathering, LLC, a Delaware limited liability company (“Permian Gathering”) and (b) Barilla Draw Gathering, LLC, a Delaware limited liability company (“Barilla Draw”), to acquire all issued and outstanding membership interests of Permian Gathering and Barilla Draw (the “Barilla Draw Acquisition”) for $ 175.5 million of cash consideration.

In the first quarter of 2025, the Company completed a bolt-on acquisition with Permian Resources Corporation to acquire all issued and outstanding membership interests of its wholly owned subsidiaries, Permian Gathering and Barilla Draw, for $ 175.5 million of cash consideration (the “Barilla Draw Acquisition”).

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

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

These assets are depreciated over an estimated useful life of 20 years.

Intangible right-of-way assets were valued based on the across the fence method and are amortized over an estimated useful life of seven years .

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

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

Certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, the completion of the valuation of the underlying assets and liabilities assumed.

The Company is continuing its review of these matters during the measurement period.

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

Acquisition-related costs were immaterial for this transaction.

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

Durango Acquisition

On June 24, 2024 (the “Durango Closing Date”), the Company consummated the Membership Interest Purchase Agreement (the “Durango MIPA”), dated May 9, 2024, by and between the Company, the Partnership, and Durango Midstream LLC, an affiliate of Morgan Stanley Equity Partners (the “Durango Seller”), pursuant to which the Partnership purchased all of the membership interests of Durango Permian, LLC and its wholly owned subsidiaries (“Durango”) from Durango Seller for an adjusted purchase price of approximately $ 785.7 million (the “Durango Acquisition”).

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

The Kings Landing Earn Out is subject to reductions based on actual capital costs associated with the Kings Landing Project.

The Company recorded a contingent liability related to the Kings Landing Earnout based on project completion probability, see additional information in Note 16—Commitments and Contingencies in the Notes to our Condensed Consolidated Financial Statements set forth in this Form 10-Q.

The Durango Acquisition allows the Company to further expand its footprint into New Mexico and across the Northern Delaware Basin.

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

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

The accompanying Condensed Consolidated Financial Statements herein include (i) the combined net assets of the Company carried at historical costs and net assets of Durango carried at fair value as of the Durango Closing Date and (ii) the combined results of operations of the Company with Durango’s results presented within the Condensed Consolidated Financial Statements from the Durango Closing Date going forward.

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

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

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

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

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

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

REVENUE RECOGNITION

1 unchanged sentence

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

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

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

3 unchanged sentences

Total revenues $ 409,976 $ 443,263

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

Contracts with customers acquired through these acquisitions have similar structures to the Company’s existing contracts with customers.

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

There have been no significant changes to the Company’s contracts with customers during the three months ended March 31, 2026.

The Company recognized $ 2.0 million and $ 0.3 million in revenues from MVC deficiency payments for the three months ended March 31, 2026 and 2025, respectively.

Remaining Performance Obligations

The following table presents our estimated revenue from contracts with customers for remaining performance obligations that have not yet been recognized, representing our contractually committed revenues as of September 30, 2025:

Fiscal Year (In thousands)

Remaining of 2025 $ 3,467

Remaining 2026 $ 29,992

Thereafter 88,208

1 unchanged sentence

Contract Liabilities

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

The following table provides information about contract liabilities from contracts with customers as of March 31, 2026:

(In thousands)

2 unchanged sentences

Cash received in advance and not recognized as revenue 777

Balance at September 30, 2025 38,865

Balance at March 31, 2026 35,776

Current portion 5,283

4 unchanged sentences

The Company has capitalized certain costs incurred to obtain a contract or additional contract dedicated acreage or volumes that would not have been incurred if the contract or associated acreage and volumes had not been obtained.

As of September 30, 2025 and December 31, 2024, the Company had contract acquisition cost assets of $ 63.3 million and $ 64.6 million, respectively.

As of March 31, 2026 and December 31, 2025, the Company had contract acquisition cost assets of $ 68.6 million and $ 61.6 million, respectively.

Current and noncurrent contract cost assets are included in “Prepaid and Other Current Assets” and “Deferred Charges and Other Assets,” respectively, in the Condensed Consolidated Balance Sheets.

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

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

The Company recognized costs of sales associated with these assets of $ 2.0 million and $ 1.7 million for the three months ended March 31, 2026 and 2025.

PROPERTY, PLANT AND EQUIPMENT, NET

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

September 30, December 31,

March 31, December 31,

(In thousands)

9 unchanged sentences

These amounts represent property that is not yet available to be placed into productive service as of the respective reporting date.

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

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

The Company recorded $ 65.4 million and $ 62.1 million of depreciation expense for the three months ended March 31, 2026 and 2025, respectively.

There were no impairment triggering events for property, plant and equipment during the three months ended March 31, 2026 and 2025.

INTANGIBLE ASSETS, NET

Intangible assets, net, are comprised of the following:

September 30, December 31,

(In thousands)

March 31, 2026 December 31, 2025

(In thousands) Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net

Customer contracts $ 1,241,858 $ ( 856,915 ) $ 384,943 $ 1,276,009 $ ( 862,508 ) $ 413,501

Right of way assets 243,850 ( 105,609 ) $ 138,241 238,876 ( 99,147 ) $ 139,729

Less accumulated amortization ( 924,319 ) ( 814,595 )

Total amortizable intangible assets, net $ 584,619 $ 652,490

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

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

The right of way agreements are typically for an initial term of ten years with an option to renew for an additional ten years at agreed upon renewal rates based on certain indices or up to 130 % of the original consideration paid.

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

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

Total $ 1,485,708 $ ( 962,524 ) $ 523,184 $ 1,514,885 $ ( 961,655 ) $ 553,230

As of March 31, 2026, the remaining customer contract amortization terms range from eight months to sixteen years with weighted average amortization periods of approximately seven years and the right-of-way assets remaining amortization terms range from four months to thirteen years with weighted average amortization periods of approximately seven years .

The overall remaining weighted average amortization period for the intangible assets as of March 31, 2026 was approximately seven years .

The Company recorded $ 36.5 million and $ 30.6 million of amortization expense for the three months ended March 31, 2026 and 2025, respectively.

There was no impairment recognized on intangible assets for the three months ended March 31, 2026 and 2025.

EQUITY METHOD INVESTMENTS

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

As of March 31, 2026, the Company owned investments in the following long-haul pipeline entities in the Permian Basin.

These investments were accounted for using the equity method of accounting.

1 unchanged sentence

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

September 30, December 31,

March 31, December 31,

(In thousands)

1 unchanged sentence

33.0 % 411,729 417,341

Epic Crude Holdings, LP (“EPIC”) (1)

$ 1,991,604 $ 2,008,725

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

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

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

The unamortized net basis included in the EMI pipeline balances were $ 39.3 million and $ 40.3 million as of September 30, 2025 and December 31, 2024, respectively.

The unamortized, net basis differences included in the EMI pipeline balances were $ 191.7 million and $ 193.6 million as of March 31, 2026 and December 31, 2025, respectively.

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

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

In addition, there was capitalized interest of $ 23.2 million and $ 23.9 million as of September 30, 2025 and December 31, 2024, respectively.

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

In addition, there was capitalized interest of $ 22.8 million and $ 23.0 million as of March 31, 2026 and December 31, 2025, respectively.

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

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

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

The following table presents the activity in the Company’s EMIs for the three months ended March 31, 2026:

Permian Highway Pipeline LLC Breviloba, LLC Total

(In thousands)

Balance at December 31, 2025 $ 1,591,384 $ 417,341 $ 2,008,725

Contributions and acquisitions

1,206 — — 1,206

Distributions (1)

2 unchanged sentences

45,110 6,078 51,188

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

(1) Distributions consisted of a return on investment of $ 205.2 million, which was included in cash flows from operating activities, and a return of investment of $ 2.9 million, which was included in cash flows from investing activities.

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

Balance at March 31, 2026 $ 1,579,875 $ 411,729 $ 1,991,604

(1) Distributions consisted of a return on investment of $ 68.3 million, which was included in cash flows from operating activities.

(2) For the three months ended March 31, 2026, equity income was net of amortization of basis differences and capitalized interest, which represents undistributed earnings, of $ 2.0 million from PHP and $ 0.2 million from Breviloba, LLC.

Summarized Financial Information

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

Three Months Ended September 30,

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

(In thousands)

Revenues $ 130,660 $ 56,527 $ 90,273 $ 127,719 $ 53,929 $ 97,514

Operating income 84,656 29,565 26,801 83,785 27,398 25,052

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

Nine Months Ended September 30,

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

The following table represents selected data for the Company’s ongoing EMI pipelines (on a 100 percent basis) for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

Permian Highway Pipeline LLC Breviloba, LLC Permian Highway Pipeline LLC Breviloba, LLC

(In thousands)

1 unchanged sentence

Operating income 84,884 19,969 82,572 31,976

Net income (loss) 250,237 89,562 20,599 245,016 75,005 ( 29,889 )

Net income 84,741 19,856 82,649 31,991

DEBT AND FINANCING COSTS

Accounts Receivable Securitization Facility

On March 31, 2026, the Partnership executed Amendment No.

2 to its accounts receivable securitization facility, originally dated April 2, 2024 (the “A/R Facility” and, as amended, the “Amended A/R Facility”), with PNC Bank, National Association (“PNC Bank”).

Pursuant to this amendment, the facility limit was reduced to $ 225.0 million, and the scheduled termination date was extended to March 30, 2027, 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, Amendment No.

2 introduced an option permitting Kinetik Receivables, LLC (“Kinetik Receivables”) to request an increase in commitments of up to $ 50.0 million in aggregate, subject to PNC Bank’s approval.

Furthermore, Amendment No.

2 removed all sustainability-linked pricing provisions from the A/R Facility, including the sustainability rate adjustment, sustainability fee adjustment and related reporting obligations that were previously applicable to the yield rate and fees under the facility.

For the three months ended March 31, 2026, the aggregate fees and expenses paid directly to third parties for the amendment were immaterial .

Under the Amended A/R Facility, the Company is subject to pay a yield to the purchasers equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.50 %, (ii) the Prime Rate, and (iii) Daily Simple SOFR, plus 1.00 %, and a drawn fee of 0.85 %.

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

Yield and fees payable by the Company under the Amended A/R Facility are due monthly.

As of March 31, 2026, eligible accounts receivable of $ 187.1 million were pledged to the Amended A/R Facility as collateral and $ 37.9 million was available to be invested by the purchasers.

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 Term Loan Credit Agreement provides for a senior unsecured credit facility of $ 1.15 billion and matures on May 30, 2028.

The obligations under the Term Loan Credit Agreement are guaranteed by the Company.

In connection with entry into the Term Loan Credit Agreement, the Partnership paid fees and expenses to third parties totaling $ 1.2 million, which was capitalized as debt issuance cost, and paid fees directly to lenders totaling $ 1.8 million, which was capitalized as original debt discount.

Capitalized debt issuance cost and original debt discount were included in the Condensed Consolidated Balance Sheet as direct deductions to the term loan and was amortized over the life of the term loan using the effective interest method.

The Term Loan Credit Agreement provides for borrowings of either at the Partnership’s option, base rate loans or term SOFR loans.

Base rate loans bear interest at a rate per annum equal to the greatest of (a) the prime rate as quoted by The Wall Street Journal from time to time, (b) the greater of (i) the federal funds effective rate and (ii) the overnight bank funding rate, plus 1/2 of 1% and (c) the adjusted term SOFR rate for an interest period of one month plus 1 %, plus a margin that ranges between 0.25 % and 1.0 %, depending on the credit rating of the Partnership.

SOFR loans bear interest at a rate per annum equal to the term SOFR rate for one, three or six month interest periods plus 0.10 %, plus a margin that ranges between 1.25 % and 2.0 %, depending on the credit rating of the Partnership.

Revolving Credit Agreement

On May 30, 2025, the Partnership entered into a new revolving credit agreement (the “Revolving Credit Agreement”) among PNC Bank, National Association, as administrative agent (“PNC Bank”), and the banks and other financial institutions party thereto, as lenders.

The Revolving Credit Agreement provides for a $ 1.60 billion senior unsecured revolving credit facility, which includes a $ 200.0 million sublimit for the issuance of letters of credit, and a $ 300.0 million sublimit for swingline loans.

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

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

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

The Revolving Credit Agreement provides for borrowings of either at the Partnership’s option, base rate loans or term SOFR loans or, with respect to swingline loans, simple SOFR loans.

Base rate loans bear interest at a rate per annum equal to the greatest of (a) the prime rate as announced from time to time by PNC Bank, (b) the greater of (i) the federal funds effective rate and (ii) the overnight bank funding rate, plus 1/2 of 1% and (c) the adjusted term SOFR rate for an interest period of one month plus 1 %, plus a margin that ranges between 0.25 % and 1.00 %, depending on the credit rating of the Partnership.

In addition, the Partnership is required to pay to each lender a commitment fee on the daily unfunded amount of such lender’s revolving commitment, which accrues at a rate that ranges between 0.15 % and 0.35 % depending on the credit rating of the Partnership.

Repayment of Existing Credit Facilities

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

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

Accounts Receivable Securitization Facility

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

The documentation for the Amended A/R Facility includes (i) a Receivables Purchase Agreement dated as of April 2, 2024 (the “Receivables Purchase Agreement”) by and among Kinetik Receivables LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary of the Partnership, as the seller (the “Kinetik Receivables”), the Partnership, as the servicer, the persons from time to time party thereto as purchasers, PNC Bank, as administrative agent, and PNC Capital Markets LLC, as structuring agent and sustainability agent, as amended by Amendment No.

1 to Receivables Purchase Agreement dated as of April 1, 2025 (“Amendment No.

1 to Receivables Purchase Agreement”) by and among Kinetik Receivables, the Partnership, PNC Bank and the purchasers party thereto and (ii) a Sale and Contribution Agreement, dated as of April 2, 2024 (the “Sale and Contribution Agreement”), as supplemented by that Joinder Agreement dated as of April 1, 2025 (the “Joinder Agreement”), by and among Frontier Field Services, LLC, a Delaware limited liability company (“FFS”), the Partnership and PNC Bank.

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

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

The amount available for borrowing at any one time under the Amended A/R Facility is limited to an amount calculated based on the outstanding balance of eligible receivables sold to the purchasers, subject to certain reserves, concentration limits, and other limitations.

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

Pursuant to Amendment No.

1 to Receivables Purchase Agreement, the facility limit of the A/R Facility was increased to $ 250.0 million and the scheduled termination date was extended to March 31, 2026.

In addition, Amendment No.

1 to Receivables Purchase Agreement eliminated certain of the Sustainability Performance Targets applicable to Kinetik LP and the Company under the Receivables Purchase Agreement.

Pursuant to the Joinder Agreement, as of April 1, 2025, FFS is a party to the Sale and Contribution Agreement as an Originator and has assumed all interests, obligations, rights, duties and liabilities of an Originator under the Sale and Contribution Agreement.

The aggregate fees and expenses paid directly to third parties for the amendment totaled $ 0.2 million, which were capitalized as debt issuance costs and included in the Condensed Consolidated Balance Sheet as a current asset within “Prepaid and other current assets”, were amortized over the term of the Amended A/R Facility to interest expense using the straight-line method.

The unamortized debt issuance costs related to the Amended A/R Facility were immaterial as of September 30, 2025.

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

As of March 31, 2026, there were unamortized debt issuance costs of $ 8.0 million.

As of March 31, 2026, we had an outstanding borrowing of $ 468.0 million and remaining borrowing capacity of $ 1.12 billion.

December 2028 Sustainability-Linked Senior Notes

On March 14, 2025, the Company completed an additional private placement of $ 250.0 million aggregate principal amount of 6.625 % Sustainability-Linked Senior Notes due 2028 (the “New 2028 Notes”) at 101.25 % of par.

The aggregate fees and expenses totaling $ 2.5 million paid to third parties to issue the New 2028 Notes and the initial purchasers’ discount of $ 2.5 million were capitalized as debt issuance cost and original debt discount, respectively.

These capitalized costs were included in the Condensed Consolidated Balance Sheet as a direct deduction to the New 2028 Notes.

In addition, original debt premium of $ 3.1 million was added to the New 2028 Notes.

The debt issuance cost and original debt discount are amortized, and the debt premium is accreted to interest expense over the term of the New 2028 Notes using the effective interest method.

The New 2028 Notes were issued as additional notes under the indenture dated as of December 6, 2023, as may be supplemented from time to time (the “Indenture”), pursuant to which the Partnership has previously issued $ 800.0 million aggregate principal amount of 6.625 % Sustainability-Linked Senior Notes due 2028 (the “Existing Notes” and together with the New 2028 Notes, the “2028 Notes”).

The New 2028 Notes and the Existing Notes are treated as a single series of securities under the Indenture and vote together as a single class and the New 2028 Notes have substantially identical terms, other than the issue date, issue price and the first interest payment date, as the Existing Notes.

The New 2028 Notes were issued as additional notes under the Indenture dated as of December 6, 2023 (the “Existing Notes”).

The New 2028 Notes and the Existing Notes (together, as “2028 Notes”), are treated as a single series of securities under the indenture and vote together as a single class.

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

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

September 30, December 31,

The 2028 Notes will mature on December 15, 2028.

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 following table summarizes the Company’s debt obligations as of March 31, 2026 and December 31, 2025:

March 31, December 31,

(In thousands)

5 unchanged sentences

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

5.875 % senior unsecured notes due 2030 (“2030 Notes”)

5.875 % senior unsecured notes (“2030 Notes”)

1,000,000 1,000,000

6.625 % senior unsecured notes due 2028 (“2028 Notes”)

6.625 % senior unsecured notes (“2028 Notes”)

1,050,000 1,050,000

5 unchanged sentences

Unamortized debt premiums and discounts, net (5)

( 902 ) ( 906 )

Total long-term debt, net $ 3,644,128 $ 3,627,720

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

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

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

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

The weighted average effective interest rate of the 2022 Revolving Credit Agreement was 6.43 % as of December 31, 2024.

(4) Excludes unamortized debt issuance costs related to the revolving line of credit.

Unamortized debt issuance costs associated with the revolving line of credit were $ 8.9 million and $ 3.8 million as of September 30, 2025 and December 31, 2024, respectively.

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

(1) The effective interest rate was 4.61 % and 4.65 % as of March 31, 2026 and December 31, 2025, respectively.

(2) The effective interest rate of the Term Loan Credit Agreement was 5.39 % and 5.44 % as of March 31, 2026 and December 31, 2025, respectively.

(3) The weighted average effective interest rate of the Revolving Credit Agreement was 5.39 % and 5.44 % as of March 31, 2026 and December 31, 2025, respectively.

(4) Fees paid directly to third parties were capitalized as debt issuance cost, included in the Condensed Consolidated Balance Sheets as direct deductions to respective loans, are amortized using effective interest method.

As of March 31, 2026, unamortized debt issuance costs consisted of $ 1.9 million to the unsecured term loan, $ 8.4 million to the 2028 Notes and $ 12.6 million to the 2030 Notes.

(5) The original debt premium, net of debt discount were included in the Condensed Consolidated Balance Sheets as adjustments to respective loans and amortized over the life of the loans using the effective interest method .

As of March 31, 2026, there were unamortized debt discount of $ 2.2 million to the unsecured term loan and debt premium, net, of $ 1.3 million to the 2028 Notes.

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

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

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

6 unchanged sentences

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

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

As of September 30, 2025, the Partnership was in compliance with all customary and financial covenants.

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 March 31, 2026, the Partnership was in compliance with all customary and financial covenants.

Letters of Credit

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

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

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

Our letters of credit obligations totaled $ 12.6 million as of March 31, 2026 and December 31, 2025.

As of March 31, 2026, the Revolving Credit Agreement has a borrowing capacity of $ 1.12 billion available.

Fair Value of Financial Instruments

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

On September 30, 2025, the senior unsecured notes’ fair value was based on Level 1 inputs, the Term Loan Credit Agreement and Revolving Credit Agreement’s fair value was based on Level 3 inputs and the Amended A/R Facility’s fair value approximates its carrying value due to its short-term nature.

The fair value of the Company and its subsidiaries’ consolidated debt as of March 31, 2026 and December 31, 2025 was $ 3.88 billion.

On March 31, 2026, the senior unsecured notes’ fair value was based on Level 1 inputs, the Term Loan Credit Agreement and the Revolving Credit Agreement’s fair value was based on Level 3 inputs and the Amended A/R Facility’s fair value approximates its carrying value due to its short-term nature.

ACCRUED EXPENSES

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

September 30, December 31,

The following table provides the Company’s current accrued expenses on March 31, 2026 and December 31, 2025:

March 31, December 31,

(In thousands)

6 unchanged sentences

Total accrued expenses $ 227,571 $ 172,050

Accrued product purchases mainly accrue the liabilities related to producer payments and any additional business-related miscellaneous fees we owe to third parties, such as transport or capacity fees as of September 30, 2025 and December 31, 2024.

Accrued interest increased by $ 32.1 million, or over 400 %, to $ 38.8 million as of March 31, 2026, compared to $ 6.7 million as of December 31, 2025.

The increase was primarily due to payments of accrued interest on the 2028 Notes and 2030 Notes made in December 2025 pursuant to the loan agreements.

The next interest payments on the 2028 Notes and 2030 Notes will be due in June 2026.

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

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

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

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

Total operating lease costs were $ 12.3 million for both the three months ended March 31, 2026 and 2025.

Short-term lease costs were $ 1.8 million and $ 0.5 million for the three months ended March 31, 2026 and 2025, respectively.

Variable lease costs were immaterial for the three months ended March 31, 2026 and 2025.

The following table presents other supplemental lease information:

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

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

1 unchanged sentence

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

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

Weighted-average remaining lease term — operating leases (in years) 2.01 2.64

4 unchanged sentences

Therefore, the Common Unit is accounted for as redeemable noncontrolling interest and classified as temporary equity on the Company’s Condensed Consolidated Balance Sheets.

During the nine months ended September 30, 2025, 7.9 million common units representing limited partner interests in the Partnership (“Common Units”) were redeemed on a one -for-one basis for shares of Class A Common Stock, par value $ 0.0001 per share of the Company (“Class A Common Stock”) and a corresponding number of shares of Class C Common Stock, par value $ 0.0001 per share of the Company (“Class C Common Stock”) were cancelled.

There were 97.6 million Common Units and an equal number of Class C Common Stock issued and outstanding as of September 30, 2025, including the 7.7 million shares of Class C Common Stock and equivalent number of Common Units of deferred consideration for the Durango Acquisition that were issued on July 1, 2025.

The Common Units fair value was approximately $ 4.40 billion as of September 30, 2025.

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

During the three months ended March 31, 2026, 4.0 million common units representing limited partner interests in the Partnership (“Common Units”) were redeemed on a one -for-one basis for shares of Class A Common Stock, par value $ 0.0001 per share of the Company (“Class A Common Stock”) and a corresponding number of shares of Class C Common Stock, par value $ 0.0001 per share of the Company (“Class C Common Stock”) were cancelled.

There were 93.6 million Common Units and an equal number of Class C Common Stock issued and outstanding as of March 31, 2026.

The Common Units fair value was approximately $ 4.51 billion as of March 31, 2026.

As of March 31, 2026, there were 68.8 million and 93.6 million shares, respectively, of Class A Common Stock and Class C Common Stock issued and outstanding (collectively, “Common Stock”).

Share Repurchase Program

4 unchanged sentences

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

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

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

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

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

During the three months ended March 31, 2026, the Company did no t repurchase any of its Class A Common Stock under the Repurchase Program.

On February 13, 2026, the Company made cash dividend payments of $ 131.3 million to holders of Class A Common Stock and Common Units and $ 0.5 million was reinvested in shares of Class A Common Stock by Class A Common Stock and Common Units holders.

FAIR VALUE MEASUREMENTS

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

September 30, 2025

The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:

March 31, 2026

Level 1 Level 2 Level 3 Total

4 unchanged sentences

Commodity swaps $ — $ 43,758 $ — $ 43,758

Interest rate derivatives — 426 — 426

Contingent liabilities

— — 10,400 10,400

Total liabilities $ — $ 43,758 $ — $ 43,758

7 unchanged sentences

Interest rate derivatives — 135 — 135

Contingent liabilities — — 4,700 4,700

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

2 unchanged sentences

As such, derivative contracts are classified as Level 2 in the hierarchy.

Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further discussion related to commodity swaps and interest rate derivatives.

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

Refer to Note 16—Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further discussion related to the Kings Landing Earn Out contingent liability.

Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for further discussion related to commodity swaps and interest rate derivatives.

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

1 unchanged sentence

The carrying amounts reported on the Condensed Consolidated Balance Sheets for the Company’s remaining financial assets and liabilities approximate fair value due to their short-term nature.

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

There were no transfers between Levels 1, 2 or 3 of the fair value hierarchy during the three months ended March 31, 2026 and 2025.

DERIVATIVES AND HEDGING ACTIVITIES

1 unchanged sentence

To minimize counterparty credit risk in derivative instruments, the Company enters into transactions with high credit-rating counterparties.

The Company did not elect to apply hedge accounting to these derivative contracts and recorded the fair value of the derivatives on the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

Interest Rate Risk

4 unchanged sentences

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

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

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

As of March 31, 2026, the Company had seven interest rate swap contracts with a notional amount of $ 1.00 billion that pays a fixed rate ranging from 3.06 % to 3.42 %.

Of the seven interest rate swap contracts, two will reach maturity on December 31, 2026 and the remaining five will reach maturity on December 31, 2027.

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

The following table presents the fair value of derivative assets and liabilities related to the interest rate swap contracts:

September 30, December 31,

March 31, December 31,

(In thousands)

Derivative assets - current

Derivative assets - noncurrent 1,642 —

Total derivative assets $ 3,215 $ 4

Derivative liabilities - current $ — $ 135

Derivatives liabilities - noncurrent 332 —

Total derivative liabilities $ — $ 135

The Company recorded cash settlements and changes in fair value of the interest rate swap contracts in “Interest expense” in the Condensed Consolidated Statements of Operations.

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

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

2025 2024 2025 2024

The following table presents interest rate swap derivative activities for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In thousands)

Realized gain on interest rate swaps

Realized gain (loss) on interest rate swaps

$ 342 $ ( 343 )

(Unfavorable) favorable fair value adjustment

Favorable fair value adjustment

$ 3,688 $ 327

4 unchanged sentences

Management regularly reviews the Company’s potential exposure to commodity price risk and manages exposure of such risk through commodity hedge contracts.

During the past twelve months, the Company entered into multiple commodity swap contracts based on the OPIS NGL Mont Belvieu prices for ethane, propane and butane, the Waha Basis index, the HSC index and the NYMEX West Texas Intermediate Control index.

These contracts are for various notional quantities of NGLs, natural gas and crude.

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

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

These contracts are effective over the next 1 to 20 months and are used to hedge against location price risk of the respective commodities resulting from supply and demand volatility and protect cash flows against price fluctuations.

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

September 30, 2025

The following table presents detailed information of commodity swaps outstanding as of March 31, 2026 (in thousands, except volumes):

March 31, 2026

Commodity Unit Notional Volume

3 unchanged sentences

Crude Bbl 735,950 ( 10,114 )

Crude Collars Bbl 18,400 155

Natural Gas Basis Spread Swaps

2 unchanged sentences

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

September 30, December 31,

March 31, December 31,

(In thousands)

9 unchanged sentences

The Company recorded cash settlements and fair value adjustments on commodity swap derivatives in “Product revenue” in the Condensed Consolidated Statements of Operations.

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

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

2025 2024 2025 2024

The following table presents commodity swap derivatives activities for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In thousands)

Realized gain (loss) on commodity swaps

Realized loss on commodity swaps

$ ( 484 ) $ ( 4,371 )

(Unfavorable) favorable fair value adjustment

Unfavorable fair value adjustment

$ ( 47,471 ) $ ( 22,498 )

5 unchanged sentences

Class A Shares and Class C Shares

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

The table below summarizes Class A Share and Class C Share activities for the three months ended March 31, 2026:

Number of Shares

2 unchanged sentences

3,040,628 $ 28.58

Outstanding and unvested shares at September 30, 2025

2,845,395 31.18

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested Class A Shares for the three and nine months ended September 30, 2025 and 2024:

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

2025 2024 2025 2024

Outstanding and unvested shares at March 31, 2026 (2)

(1) Represented vesting of 2,519,829 shares of Class A Shares and 325,566 shares of Class C Shares.

All the vested shares were issued and outstanding and held in escrow upon the closing of the Altus Merger in 2022.

(2) Represented Class A shares that were issued in connection with the closing of the Altus Merger in 2022, which had zero grant date fair value as the vesting of such shares was contingent upon the sale of the Company’s Class A Common Stock by a certain third party.

The likelihood and timing of this event could not be reasonably estimated as of March 31, 2026.

If there is no additional sale of the Company’s Class A Common Stock made by the certain third party, all outstanding unvested shares will vest on February 25, 2028.

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested Class A Shares and Class C Shares for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In thousands)

Aggregate intrinsic value of vested Class A Shares $ — $ 1,102 $ 134,139 $ 1,756

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

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

As of September 30, 2025, there were $ 8.3 million of unrecognized compensation costs related to unvested Class A Shares and Class C Shares.

These costs are expected to be recognized over a weighted average period of 0.42 years.

Aggregate intrinsic value of vested Class A Shares and Class C Shares

$ 133,734 $ 134,139

Grant-date fair value of vested Class A Shares and Class C Shares

$ 88,705 $ 73,545

Restricted Stock Units

2 unchanged sentences

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

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

The table below summarizes RSUs activities for the three months ended March 31, 2026:

Number of Shares

3 unchanged sentences

761,836 44.50

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

705,945 38.60

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

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of RSUs for the three and nine months ended September 30, 2025 and 2024.

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

Outstanding and unvested shares at March 31, 2026

976,217 $ 44.10

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of RSUs for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In thousands)

1 unchanged sentence

Grant-date fair value of vested RSUs $ 27,214 $ 11,335

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

As of March 31, 2026, there were $ 31.0 million of unrecognized compensation costs related to the RSUs.

These costs are expected to be recognized over a weighted average period of 1.87 years.

4 unchanged sentences

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.

The Company recognizes compensation expense for PSUs on a straight-line basis over the performance period.

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

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

The table below summarizes PSU activities for the three months ended March 31, 2026:

Number of Shares

2 unchanged sentences

Granted 171,756 56.27

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

Outstanding and unvested shares at March 31, 2026

519,253 $ 46.32

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

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

No vesting or forfeiture occurred for PSUs for the three months ended March 31, 2026 and 2025.

The table below presents a summary of the grant-date fair value assumptions used to value the PSUs granted during 2026:

February 2026

Grant-date fair value per unit $ 45.56

2 unchanged sentences

Volatility factor 34 %

Expected term

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

Expected term 2.86 years

As of March 31, 2026, there were $ 15.7 million of unrecognized compensation costs related to the PSUs.

These costs are expected to be recognized over a weighted average period of 2.18 years.

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

In addition, during the first nine months of 2025, the Company modified certain equity awards in connection with two key employees retiring from the Company.

The modifications allowed for continued vesting of unvested equity awards that would have otherwise been forfeited upon the former employees’ retirement.

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

With respect to the above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $ 20.7 million for both three months ended March 31, 2026 and 2025.

The Company is subject to U.S.

1 unchanged sentence

Income tax expense included in the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q is as follows:

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

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

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

Income tax expense $ 1,109 $ 8,260 $ 11,003 $ 21,261

(Loss) income before income taxes $ ( 5,903 ) $ 21,829

Income tax (benefit) expense $ ( 778 ) $ 2,567

Effective tax rate 13.18 % 11.76 %

The effective tax rate for the three and nine months ended September 30, 2025 was lower than the statutory rate mainly due to the impact of tax attributable to noncontrolling interest related to the Common Unit limited partners.

The effective tax rate for the three and nine months ended September 30, 2024 was lower than the statutory rate mainly due to the impact of tax attributable to noncontrolling interest related to the Common Unit limited partners.

The effective tax rate for the three months ended March 31, 2026 and 2025 was lower than the statutory rate mainly due to the impact of tax attributable to noncontrolling interest related to the Common Unit limited partners.

NET INCOME PER SHARE

The computation of basic and diluted net income per share for the periods presented in the Condensed Consolidated Financial Statements is shown in the tables below:

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

2025 2024 2025 2024

The computation of basic and diluted net income or loss per share for the periods presented in the Condensed Consolidated Financial Statements is shown in the tables below:

Three Months Ended March 31,

(In thousands, except per share amounts)

Net income attributable to Class A common shareholders $ 5,265 $ 25,763 $ 35,040 $ 74,505

Net (loss) income attributable to Class A common shareholders $ ( 1,667 ) $ 6,130

Net income available to participating unvested restricted Class A common shareholders (1)

( 3,182 ) ( 3,362 )

Total net income attributable to Class A common shareholders

Total net (loss) income attributable to Class A common shareholders

$ ( 4,849 ) $ 2,768

2 unchanged sentences

Dilutive effect of unvested Class A common shares (2)

562 613 864 736

Weighted average shares outstanding - diluted (3)

66,684 61,001

Net income available per common share - basic

Net (loss) income available per common share - basic

$ ( 0.07 ) $ 0.05

Net income available per common share - diluted

Net (loss) income available per common share - diluted

$ ( 0.07 ) $ 0.05

5 unchanged sentences

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

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

As of March 31, 2026 and December 31, 2025, the Company has accrued immaterial reserves related to litigations.

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

In accordance with FASB ASC 450, Contingencies , the Company accrues reserves for outstanding lawsuits, claims and proceedings when a loss contingency is probable and can be reasonably estimated.

The Company estimates the amount of loss contingencies using current available information from legal proceedings, advice from legal counsel and available insurance coverage.

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

There were no litigation-related accrued reserves as of September 30, 2025 and December 31, 2024.

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

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

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

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 the Texas Business Court, and a bench trial was held in late March and April 2026.

The matter is currently pending before the court.

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.

In addition, the Company is involved in a litigation matter arising from Winter Storm Uri in February 2021 to recover approximately $ 11.6 million in receivables from a third party.

The ultimate outcome remains uncertain given the current stage of the proceedings.

Based on the creditworthiness of the counterparty and management’s assessment of the claims, defenses,

and related uncertainties, no allowances have been recorded.

The Company will continue to monitor developments in this matter and update its evaluation as warranted.

Environmental Matters

2 unchanged sentences

Moreover, changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly requirements could require the Company to make significant expenditures to attain and maintain compliance or may otherwise have a material adverse effect on its operations, competitive position, or financial condition.

As of the Durango Closing Date, the Company has become potentially liable for civil penalties related to excess emission violations of certain gas plants and compressor stations acquired.

The Company recorded an initial liability of $ 24.0 million based on information related to the alleged violations available as of the Durango Closing Date.

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

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

Upon closing of the Durango Acquisition, the Company became potentially liable for civil penalties related to excess emission violations of certain gas plants and compressor stations acquired.

The estimated environmental matter-related liability was $ 14.0 million as of March 31, 2026 and December 31, 2025.

The estimated environmental matter-related liability was classified as a noncurrent liability and included in “Other liabilities” in the Consolidated Balance Sheets as of March 31, 2026 as the Company expects the matter to be settled beyond the next 12 months.

Contingent Liabilities

1 unchanged sentence

On June 24, 2024, the Company consummated the previously announced Durango Acquisition.

Pursuant to the Durango MIPA, Durango (the “Seller”) is entitled to an earn out of up to $ 75.0 million in cash contingent upon the completion of the Kings Landing Project and placing it into service in Eddy County, New Mexico.

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

Upon closing, the Company evaluated the earn out consideration classification in accordance with ASC 480.

Pursuant to the Durango MIPA, Durango Seller was 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.

The earn-out was subject to reduction based on actual capital costs associated with the Kings Landing Project.

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

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

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

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

This contingent liability was settled in late October.

In the fourth quarter of 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.

No adjustment related to the settlement amount was made during the three months ended March 31, 2026.

Permian Gas Acquisition

2 unchanged sentences

The total monies paid under this arrangement are capped at $ 60.5 million and are payable on an annual basis over the earn-out period.

PDC’s actual annual Mcf volume did not exceed the incentive forecast volume during the past five years and is not expected to over the next four years ;

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

Midstream Logistics and Pipeline Transportation are our operating segments representing the Company’s segments for which discrete financial information are available and utilized on a regular basis by our CODM to make key operating decisions, assess performance and allocate resources.

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, no contingent consideration liability is accrued as of March 31, 2026 and December 31, 2025.

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

5 unchanged sentences

• Pipeline Transportation:

The Pipeline Transportation segment consists of equity investment interests in three Permian Basin pipelines that access various points along the U.S.

Gulf Coast, Kinetik NGL Pipeline and Delaware Link Pipeline.

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

Our Chief Executive Officer, who is the CODM, uses segment net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income and gain from sale of investments recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, fair value adjustments to contingent liabilities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges (“Segment Adjusted EBITDA”) to assess performance of each operating segment.

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, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges (“Segment Adjusted EBITDA”) to assess performance of each operating segment.

For both segments, the CODM uses Segment Adjusted EBITDA to allocate resources.

4 unchanged sentences

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

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

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the three months ended September 30, 2025

For the three months ended March 31, 2026

(In thousands)

4 unchanged sentences

Total segment operating revenue 407,682 9,118 — ( 6,824 ) 409,976

Costs of sales (excluding depreciation and amortization expense)

Costs of sales (excluding depreciation and amortization)

( 188,588 ) ( 136 ) — — ( 188,724 )

9 unchanged sentences

$ 178,921 $ 77,977 $ ( 5,698 ) $ — $ 251,200

Reconciliation of Segment Adjusted EBITDA to income before income taxes

Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes

Segment Adjusted EBITDA (5)

1 unchanged sentence

Other interest income — — 167 — 167

Gain on disposal of assets, net

Equity in earnings of unconsolidated affiliates — 51,188 — — 51,188

1 unchanged sentence

Depreciation and amortization expenses 99,498 2,329 6 — 101,833

Contract assets amortization

Amortization of contract costs

1,950 — — — 1,950

2 unchanged sentences

— — 20,663 — 20,663

Loss on disposal of assets, net

Commodity hedging unrealized loss

46,987 — — — 46,987

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

Integration costs — — 368 — 368

Acquisition / divestiture transaction costs

— — 812 — 812

Litigation costs — — 11,613 — 11,613

Other one-time costs or amortization 1,526 — 88 — 1,614

3 unchanged sentences

Elimination Consolidated

For the three months ended September 30, 2024

(In thousands)

Revenue $ 391,331 $ 2,192 $ — $ — $ 393,523

Other revenue 2,837 2 — — 2,839

Intersegment revenue (2)

— 6,748 — ( 6,748 ) —

Total segment operating revenue 394,168 8,942 — ( 6,748 ) 396,362

Costs of sales (excluding depreciation and amortization expense) ( 144,648 ) 62 — — ( 144,586 )

Intersegment costs of sales

( 6,748 ) — — 6,748 —

Operating expenses (3)

( 61,010 ) ( 690 ) — — ( 61,700 )

General and administrative expenses ( 6,542 ) ( 409 ) ( 22,668 ) — ( 29,619 )

Proportionate EMI EBITDA — 88,229 — — 88,229

Other segment items (4)

( 1,597 ) — 18,594 — 16,997

Segment Adjusted EBITDA (5)

$ 173,623 $ 96,134 $ ( 4,074 ) $ — $ 265,683

Reconciliation of Segment Adjusted EBITDA to income before income taxes

Segment Adjusted EBITDA (5)

$ 173,623 $ 96,134 $ ( 4,074 ) $ — $ 265,683

Other interest income — — 572 — 572

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

Commodity hedging unrealized gain 8,817 — — — 8,817

Equity in earnings of unconsolidated affiliates — 53,244 — — 53,244

Interest expense 2,666 — 63,363 — 66,029

Depreciation and amortization expenses 85,273 2,305 5 — 87,583

Contract assets amortization 1,655 — — — 1,655

Proportionate EMI EBITDA — 88,229 — — 88,229

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

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

Integration costs 1,208 — 1,332 2,540

Acquisition transaction costs — — 31 — 31

Other one-time costs or amortization 1,657 — 2,060 — 3,717

Income (loss) before income taxes $ 88,581 $ 88,797 $ ( 85,464 ) $ — $ 91,914

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the nine months ended September 30, 2025

For the three months ended March 31, 2025

(In thousands)

4 unchanged sentences

Total segment operating revenue 440,855 7,212 — ( 4,804 ) 443,263

Costs of sales (excluding depreciation and amortization expense)

Costs of sales (excluding depreciation and amortization)

( 223,360 ) ( 4 ) — — ( 223,364 )

9 unchanged sentences

$ 160,198 $ 93,881 $ ( 4,062 ) $ — $ 250,017

Reconciliation of Segment Adjusted EBITDA to income before income taxes

Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes

Segment Adjusted EBITDA (5)

2 unchanged sentences

Gain on disposal of assets, net

Commodity hedging unrealized gain

13,131 — — — 13,131

Equity in earnings of unconsolidated affiliates — 57,478 — — 57,478

1 unchanged sentence

Depreciation and amortization expenses 90,359 2,308 6 — 92,673

Contract assets amortization

5,054 — — — 5,054

Proportionate EMI EBITDA — 263,345 — — 263,345

Share-based compensation

— — 44,577 — 44,577

Loss on debt extinguishment — — 635 — 635

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

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

Acquisition / divestiture transaction costs

— — 812 — 812

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

Income (loss) before income taxes

$ 175,454 $ 190,307 $ ( 245,531 ) $ — $ 120,230

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the nine months ended September 30, 2024

(In thousands)

Revenue $ 1,082,236 $ 6,566 $ — $ — $ 1,088,802

Other revenue 8,122 289 — — 8,411

Intersegment revenue (2)

— 19,288 — ( 19,288 ) —

Total segment operating revenue 1,090,358 26,143 — ( 19,288 ) 1,097,213

Costs of sales (excluding depreciation and amortization expense)

( 444,767 ) ( 19 ) — — ( 444,786 )

Intersegment costs of sales

( 19,288 ) — — 19,288 —

Operating expenses (3)

( 159,455 ) ( 2,223 ) — — ( 161,678 )

General and administrative expenses ( 13,766 ) ( 1,263 ) ( 79,817 ) — ( 94,846 )

Proportionate EMI EBITDA — 262,553 — — 262,553

Other segment items (4)

11,083 — 64,105 — 75,188

Segment Adjusted EBITDA (5)

$ 464,165 $ 285,191 $ ( 15,712 ) $ — $ 733,644

Reconciliation of Segment Adjusted EBITDA to income before income taxes

Segment Adjusted EBITDA (5)

$ 464,165 $ 285,191 $ ( 15,712 ) $ — $ 733,644

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

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

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

Equity in earnings of unconsolidated affiliates — 169,668 — — 169,668

Interest expense 5,273 — 162,272 — 167,545

Depreciation and amortization expenses 229,336 6,897 17 — 236,250

Contract assets amortization

Amortization of contract costs

1,656 — — — 1,656

1 unchanged sentence

Share-based compensation — — 20,653 — 20,653

— — 52,868 — 52,868

Loss on disposal of assets, net

4,090 — — — 4,090

Loss on debt extinguishment — — 525 — 525

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

Commodity hedging unrealized loss 18,127 — — — 18,127

Integration costs 2,475 — 1,063 — 3,538

Acquisition transaction costs — — 3,538 — 3,538

Litigation costs — — 3,015 — 3,015

Other one-time costs or amortization 2,288 — 1,302 — 3,590

Income (loss) before income taxes $ 45,305 $ 61,521 $ ( 84,997 ) $ — $ 21,829

$ 215,196 $ 275,246 $ ( 241,172 ) $ — $ 249,270

(1) Corporate and Other represents those results that:

4 unchanged sentences

Intersegment revenue is eliminated at consolidation.

(3) Operating expenses includes ad valorem taxes.

(4) Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, fair value adjustments to contingent liabilities, commodity hedging unrealized gain or loss, integration costs, acquisition costs and other one-time costs or amortization.

(3) Operating expenses include ad valorem taxes.

(4) Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, commodity hedging unrealized gain or loss, integration costs, 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” in this Quarterly Report on Form 10-Q, for a definition and reconciliation to the GAAP measure.

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

The following tables present other segment expenses that are not included in the segment profit measurements above for the three months ended March 31, 2026 and 2025:

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the three months ended September 30, 2025

For the three months ended March 31, 2026

(In thousands)

Income tax expenses $ — $ — $ 1,109 $ 1,109

Capital expenditure (3)(4)

$ 171,824 $ 2 $ — $ 171,826

For the three months ended September 30, 2024

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

Capital expenditure (3)(4)

Income tax benefit

$ — $ — $ ( 778 ) $ ( 778 )

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the nine months ended September 30, 2025

(In thousands)

Income tax expenses $ — $ — $ 11,003 $ 11,003

Capital expenditure

$ 92,575 $ 1,309 $ — $ 93,884

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

Income tax expenses $ — $ — $ 2,567 $ 2,567

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$ 81,232 $ 243 $ — $ 81,475

September 30, December 31,

March 31, December 31,

Total assets:

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Midstream Logistics (4)

$ 4,724,647 $ 4,714,723

Pipeline Transportation (5)

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Items included here to reconcile operating segments profit and loss with the Company’s consolidated profit and loss.

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

(3) Excludes capital assets acquired in business combinations and included in the Midstream Logistic segment.

(2) Excludes capital assets acquired in business combinations and included in the Midstream Logistics segment.

See Note 2—Business Combinations in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.

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

(4) The Midstream Logistics segment includes goodwill of $ 5.1 million as of March 31, 2026 and December 31, 2025.

(5) The Pipeline Transportation segment includes investments in unconsolidated affiliates of $ 1.99 billion and $ 2.01 billion as of March 31, 2026 and December 31, 2025, respectively.

SUBSEQUENT EVENTS

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

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

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

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

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

The Company, through its ownership of the general partner of the Partnership, declared a distribution of $ 0.78 per Common Unit from the Partnership to the holders of Common Units, which was paid on October 31, 2025.

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

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

On April 16, 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 April 24, 2026 on May 1, 2026.

The Company, on April 16, 2026 through its ownership of the general partner of the Partnership, declared a distribution of $ 0.81 per Common Unit from the Partnership to the holders of Common Units, which was paid on May 1, 2026.

Subsequent to the quarter ended March 31, 2026, 4.8 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.

The Company now owns an approximately 45 % limited partner interest in the Partnership as of May 6, 2026.

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

What changed 10-Q

Item 1. Financial Statements