What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-08 · 337 added, 198 removed, 640 unchanged (46% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

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

2026 2025 2026 2025

(In thousands, except per share data)

14 unchanged sentences

Total operating costs and expenses 447,463 349,283 861,277 773,266

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

Operating income 133,977 77,455 130,139 96,735

Other income (expense):

Interest and other income 297 2,732 464 3,517

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

Interest expense ( 54,121 ) ( 56,514 ) ( 107,541 ) ( 112,228 )

Equity in earnings of unconsolidated affiliates 57,383 58,705 108,571 116,183

Total other (expense) income, net

( 2,065 ) 2,549

(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

Total other income, net 3,559 4,288 1,494 6,837

Income before income taxes 137,536 81,743 131,633 103,572

Income tax expense 14,423 7,327 13,645 9,894

Net income including noncontrolling interest 123,113 74,416 117,988 93,678

Net income attributable to Common Unit limited partners 73,574 50,771 70,116 63,903

Net income attributable to holders of Class A Common Stock $ 49,539 $ 23,645 $ 47,872 $ 29,775

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

Basic $ 0.65 $ 0.33 $ 0.62 $ 0.38

3 unchanged sentences

Diluted 75,812 62,228 71,449 61,693

(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.

(1) Costs of sales (excluding depreciation and amortization) is net of gas service revenues totaling $ 110.6 million and $ 73.6 million for the three months ended June 30, 2026 and 2025, respectively, and $ 212.8 million and $ 135.8 million for the six months ended June 30, 2026 and 2025, respectively, for certain volumes where we function as principal.

(2) Includes amounts associated with related parties of $ 8.2 million and $ 7.0 million for the three months ended June 30, 2026 and 2025, respectively, and $ 15.4 million and $ 11.7 million for the six months ended June 30, 2026 and 2025, respectively.

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

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, December 31,

June 30, December 31,

(In thousands, except shares data)

41 unchanged sentences

Class A Common Stock:

$ 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

$ 0.0001 par, 1,500,000,000 shares authorized, 78,938,346 and 64,080,915 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Class C Common Stock:

$ 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

$ 0.0001 par, 1,500,000,000 shares authorized, 83,436,866 and 97,557,604 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 494,989 240,725

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

CASH FLOWS FROM 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:

Net income including noncontrolling interest $ 117,988 $ 93,678

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

Depreciation and amortization expense 205,164 186,436

6 unchanged sentences

Equity in earnings of unconsolidated affiliates ( 108,571 ) ( 116,183 )

Loss on debt extinguishment — 635

Share-based compensation 29,727 30,348

1 unchanged sentence

Changes in operating assets and liabilities:

Accounts receivable and pledged receivable ( 29,337 ) ( 19,187 )

Accounts and pledged receivable ( 35,457 ) ( 73 )

Other assets ( 5,281 ) ( 5,525 )

6 unchanged sentences

Property, plant and equipment expenditures ( 192,263 ) ( 201,840 )

Intangible assets expenditures ( 6,143 ) ( 6,929 )

Intangible asset expenditures ( 12,096 ) ( 15,567 )

Investments in unconsolidated affiliates — ( 985 )

8 unchanged sentences

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

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

Payments of debt issuance costs, net ( 152 ) ( 10,689 )

Proceeds from debt premium, net — 625

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

Proceeds from revolving line of credit 302,000 1,126,000

2 unchanged sentences

Distributions paid to Class C Common Unit limited partners ( 150,904 ) ( 151,883 )

Repurchase of Class A Common Stock — ( 72,554 )

Net cash (used in) provided by financing activities ( 133,402 ) 92,824

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

1 unchanged sentence

Cash paid for interest, net of amounts capitalized $ 104,725 $ 103,441

Cash paid for income taxes, net

Property and equipment and intangible accruals in accounts payable and accrued liabilities $ 50,327 $ 67,212

1 unchanged sentence

Class A Common Stock issued through dividend and distribution reinvestment plan $ 1,087 $ 724

Fair value of assets acquired in business combinations

$ — $ 191,815

Cash consideration paid

Liabilities assumed

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 Total Equity

Common Stock Additional Paid-in Capital Accumulated Deficit Treasury

Stock Total Equity

Deferred Consideration

1 unchanged sentence

(In thousands)

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 )

For the Three Months Ended June 30, 2025

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 )

Redemption of Common Units ( 189,660 ) 4,262 — ( 4,262 ) — — — 189,660 — — $ 189,660

Issuance of common stock through dividend and distribution reinvestment plan — 7 — — — — — 334 — — 334

Repurchase of Class A Common Stock — ( 1,653 ) — — — — — — — ( 72,554 ) ( 72,554 )

Share-based compensation — 7 — — — — — 9,695 — — 9,695

Net income 50,771 — — — — — — — 23,645 — 23,645

Change in redemption value of noncontrolling interest ( 401,214 ) — — — — — — — 401,214 401,214

Change in redemption value of noncontrolling interests ( 859,871 ) — — — — — — — 859,871 — 859,871

Recognition of deferred tax asset — — — — — — — 21,640 — — 21,640

2 unchanged sentences

— — — — — — — — ( 48,296 ) — ( 48,296 )

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 )

For the Three Months Ended June 30, 2026

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

For the Three Months Ended March 31, 2026

Redemption of Common Units ( 482,877 ) 10,121 1 ( 10,121 ) ( 1 ) — — 482,877 — — 482,877

Issuance of common stock through dividend and distribution reinvestment plan — 11 — — — — — 589 — — 589

Share-based compensation — 4 — — — — — 9,064 — — 9,064

Net income 73,574 — — — — — — — 49,539 — 49,539

Change in redemption value of noncontrolling interest 66,995 — — — — — — ( 66,995 ) — — ( 66,995 )

Recognition of deferred tax asset — — — — — — — 69,454 — — 69,454

Distributions paid to Common Unit limited partners ( 71,893 ) — — — — — — — — — —

Dividends on Class A Common Stock ($ 0.81 per share)

— — — — — — — — ( 60,436 ) — ( 60,436 )

Balance at June 30, 2026 $ 4,097,184 78,938 $ 8 83,437 $ 8 — $ — $ 494,989 $ ( 1,680,147 ) $ — $ ( 1,185,142 )

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

Stock Total Equity

Deferred Consideration

Shares Amount Shares Amount Shares Amount

(In thousands)

For the Six Months Ended June 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 )

1 unchanged sentence

Issuance of common stock through dividend and distribution reinvestment plan — 13 — — — — — 724 — — 724

Repurchase of Class A Common Stock — ( 1,653 ) — — — — — — — ( 72,554 ) ( 72,554 )

Share-based compensation — 249 — — — — — 30,348 — — 30,348

Net income 63,903 — — — — — — — 29,775 — 29,775

Change in redemption value of noncontrolling interest ( 1,261,085 ) — — — — — — — 1,261,085 — 1,261,085

Recognition of deferred tax asset — — — — — — — 26,742 — — 26,742

Distributions paid to Common Unit limited partners ( 151,895 ) — — — — — — — — — —

Dividends on Class A Common Stock ($ 1.56 per share)

— — — — — — — — ( 95,663 ) — ( 95,663 )

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 )

For the Six Months Ended June 30, 2026

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

Redemption of Common Units ( 665,295 ) 14,121 2 ( 14,121 ) ( 2 ) — — 665,295 — — 665,295

Issuance of common stock through dividend and distribution reinvestment plan — 22 — — — — — 1,087 — — 1,087

Share-based compensation — 714 — — — — — 29,727 — — 29,727

Net income 70,116 — — — — — — — 47,872 — 47,872

Change in redemption value of noncontrolling interest 1,347,517 — — — — — — ( 538,840 ) ( 808,677 ) — ( 1,347,517 )

3 unchanged sentences

— — — — — — — — ( 113,221 ) — ( 113,221 )

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.

Balance at June 30, 2026 $ 4,097,184 78,938 $ 8 83,437 $ 8 — $ — $ 494,989 $ ( 1,680,147 ) $ — $ ( 1,185,142 )

KINETIK HOLDINGS INC.

14 unchanged sentences

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.

4 unchanged sentences

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.

There were no significant updates or revisions to our accounting policies during the six months ended June 30, 2026.

Transactions with related parties

1 unchanged sentence

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.

For the three and six months ended June 30, 2026, the Company recorded cost of sales of $ 8.2 million and $ 15.4 million, respectively, with these affiliates.

For the three and six months ended June 30, 2025, the Company recorded cost of sales of $ 7.0 million and $ 11.7 million, respectively, with these affiliates.

Recently issued accounting pronouncements not yet adopted

1 unchanged sentence

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

ASU 2024-03 and ASU 2025-01 require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods.

ASU 2024-03 and ASU 2025-01 require a public business entity

to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods.

All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026.

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

adoption is permitted.

Early adoption is permitted.

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

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.

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

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.

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

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.

The Company is currently evaluating the effect of ASU 2025-12 on the Consolidated Financial Statements and expects to adopt the amendments when they become effective.

BUSINESS COMBINATIONS

2 unchanged sentences

Barilla Draw Acquisition

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”).

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, (the “Barilla Draw Acquisition”) for $ 175.5 million of cash consideration.

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

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 .

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

REVENUE RECOGNITION

1 unchanged sentence

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

Three Months Ended March 31,

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

2026 2025 2026 2025

(In thousands)

3 unchanged sentences

Total revenues $ 581,440 $ 426,738 $ 991,416 $ 870,001

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.

There have been no significant changes to the Company’s contracts with customers during the three and six months ended June 30, 2026.

The Company recognized $ 2.3 million and $ 4.3 million in revenues from MVC deficiency payments for the three and six months ended June 30, 2026, respectively, and $ 0.4 million and $ 0.7 million for the three and six months ended June 30, 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 March 31, 2026:

Fiscal Year (In thousands)

3 unchanged sentences

Contract Liabilities

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

The following table provides information about contract liabilities from contracts with customers as of June 30, 2026:

(In thousands)

2 unchanged sentences

Cash received in advance and not recognized as revenue 9,644

Balance at March 31, 2026 35,776

Balance at June 30, 2026 43,069

Current portion 5,246

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

As of June 30, 2026 and December 31, 2025, the Company had contract acquisition cost assets of $ 66.5 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 $ 2.0 million and $ 1.7 million for the three months ended March 31, 2026 and 2025.

The Company recognized costs of sales associated with these assets of $ 2.1 million and $ 1.7 million for the three months ended June 30, 2026 and 2025, respectively, and $ 4.0 million and $ 3.3 million for the six months ended June 30, 2026 and 2025, respectively.

PROPERTY, PLANT AND EQUIPMENT, NET

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

March 31, December 31,

June 30, 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 $ 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.

The Company recorded $ 66.7 million and $ 57.0 million of depreciation expense for the three months ended June 30, 2026 and 2025, respectively, and $ 132.1 million and $ 119.1 million for the six months ended June 30, 2026 and 2025, respectively.

There were no impairment triggering events for property, plant and equipment during the three and six months ended June 30, 2026 and 2025.

INTANGIBLE ASSETS, NET

Intangible assets, net, are comprised of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

2 unchanged sentences

Total $ 1,492,686 $ ( 999,125 ) $ 493,561 $ 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.

As of June 30, 2026, the remaining customer contract amortization terms range from five months to fifteen years with weighted average amortization periods of approximately seven years and the right-of-way assets remaining amortization terms range from one month to fifteen years with weighted average amortization periods of approximately seven years .

The overall remaining weighted average amortization period for the intangible assets as of June 30, 2026 was approximately seven years .

The Company recorded $ 36.6 million and $ 36.7 million of amortization expenses for the three months ended June 30, 2026 and 2025, respectively, and $ 73.1 million and $ 67.3 million for the six months ended June 30, 2026 and 2025, respectively.

There was no impairment recognized on intangible assets for the three and six months ended June 30, 2026 and 2025.

EQUITY METHOD INVESTMENTS

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

As of June 30, 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:

March 31, December 31,

June 30, December 31,

(In thousands)

2 unchanged sentences

$ 1,987,074 $ 2,008,725

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.

The unamortized basis differences included in the EMI pipeline balances were $ 189.7 million and $ 193.6 million as of June 30, 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 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.

In addition, there was capitalized interest of $ 22.6 million and $ 23.0 million as of June 30, 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 three months ended March 31, 2026:

The following table presents the activity in the Company’s EMIs for the six months ended June 30, 2026:

Permian Highway Pipeline LLC Breviloba, LLC Total

5 unchanged sentences

96,328 12,243 108,571

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

Balance at June 30, 2026 $ 1,578,873 $ 408,201 $ 1,987,074

(1) Distributions consisted of a return on investment of $ 130.2 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.

(2) For the six months ended June 30, 2026, equity income was net of amortization of basis differences and capitalized interest, which represents undistributed earnings, of $ 3.9 million from PHP and $ 0.3 million from Breviloba.

Summarized Financial Information

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,

The following table represents selected financial information for the Company’s ongoing EMI pipelines (on a 100 percent basis) for the three and six months ended June 30, 2026 and 2025.

Three Months Ended June 30,

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

3 unchanged sentences

Net income 92,743 19,571 83,070 27,294

Six Months Ended June 30,

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

(In thousands)

Revenues $ 267,123 $ 80,973 $ 257,068 $ 114,905

Operating income 177,714 39,487 165,818 59,097

Net income 177,484 39,427 165,719 59,284

DEBT AND FINANCING COSTS

3 unchanged sentences

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

In addition, 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 .

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 %.

1 unchanged sentence

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.

As of June 30, 2026, the full amount available under the Amended A/R Facility had been drawn and eligible accounts receivable of $ 225.0 million were pledged to the Amended A/R Facility as collateral.

Term Loan Credit Agreement

6 unchanged sentences

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 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.

As of June 30, 2026, there were unamortized debt issuance costs of $ 7.5 million.

As of June 30, 2026, we had outstanding borrowings of $ 523.0 million and letters of credit obligations of $ 12.6 million, and remaining borrowing capacity of $ 1.06 billion.

December 2028 Sustainability-Linked Senior Notes

1 unchanged sentence

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.

The New 2028 Notes and the Existing Notes (together, as “2028 Notes”), totaling $ 1.05 billion, 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.

2 unchanged sentences

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.

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,

The following table summarizes the Company’s debt obligations as of June 30, 2026 and December 31, 2025:

June 30, December 31,

(In thousands)

5 unchanged sentences

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

5.875 % senior unsecured notes (“2030 Notes”)

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

1,000,000 1,000,000

6.625 % senior unsecured notes (“2028 Notes”)

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

1,050,000 1,050,000

7 unchanged sentences

Total long-term debt, net $ 3,700,562 $ 3,627,720

(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.

(1) The effective interest rate was 4.50 % and 4.65 % as of June 30, 2026 and December 31, 2025, respectively.

(2) The effective interest rate of the Term Loan Credit Agreement was 5.37 % and 5.44 % as of June 30, 2026 and December 31, 2025, respectively.

(3) The weighted average effective interest rate of the Revolving Credit Agreement was 5.37 % and 5.44 % as of June 30, 2026 and December 31, 2025, respectively.

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

As of June 30, 2026, unamortized debt issuance costs consisted of $ 1.8 million for the unsecured term loan, $ 7.8 million for the 2028 Notes and $ 12.0 million for 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.

As of June 30, 2026, there were unamortized debt discount of $ 2.1 million for the unsecured term loan and debt premium, net, of $ 1.2 million for the 2028 Notes .

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

Three Months Ended March 31,

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

2026 2025 2026 2025

(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 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 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.

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

As of June 30, 2026, the Partnership was in compliance with all customary and financial covenants.

Fair Value of Financial Instruments

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.

The fair value of the Company and its subsidiaries’ consolidated debt as of June 30, 2026 and December 31, 2025 was $ 3.99 billion and $ 3.88 billion, respectively.

On June 30, 2026, 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.

ACCRUED EXPENSES

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

March 31, December 31,

The following table provides the Company’s current accrued expenses on June 30, 2026 and December 31, 2025:

June 30, December 31,

(In thousands)

6 unchanged sentences

Total accrued expenses $ 173,055 $ 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 March 31, 2026 and December 31, 2025.

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.

Accrued product purchases primarily include 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 June 30, 2026 and December 31, 2025.

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 $ 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.

Total operating lease costs were $ 11.2 million and $ 12.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 23.5 million and $ 25.1 million for the six months ended June 30, 2026 and 2025, respectively.

Short-term lease costs were $ 1.1 million and $ 0.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 2.9 million and $ 1.4 million for the six months ended June 30, 2026 and 2025.

Variable lease costs were immaterial for the three and six months ended June 30, 2026 and 2025.

The following table presents other supplemental lease information:

Three Months Ended March 31,

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

2026 2025 2026 2025

(In thousands)

1 unchanged sentence

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

$ — $ 1,964 $ — $ 17,732

Weighted-average remaining lease term — operating leases (in years) 1.82 2.00 1.82 2.00

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 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”).

During the six months ended June 30, 2026, 14.1 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 83.4 million Common Units and an equal number of Class C Common Stock issued and outstanding as of June 30, 2026.

The Common Units fair value was approximately $ 4.10 billion as of June 30, 2026.

As of June 30, 2026, there were 78.9 million and 83.4 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 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.

During the three and six months ended June 30, 2026, the Company did no t repurchase any of its Class A Common Stock under the Repurchase Program.

On May 1, 2026, the Company made cash dividend payments of $ 131.7 million to holders of Class A Common Stock and Common Units and $ 0.6 million were reinvested in shares of Class A Common Stock by Class A Common Stock and Common Units holders.

For the six months ended June 30, 2026, the Company made cash dividend payments of $ 263.1 million to holders of Class A Common Stock and Common Units and $ 1.1 million were reinvested in shares of Class A Common Stock.

FAIR VALUE MEASUREMENTS

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

The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:

June 30, 2026

Level 1 Level 2 Level 3 Total

19 unchanged sentences

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

See Note 7—Debt and Financing Costs in the Notes to Condensed Financial Statements for further information.

See Note 7—Debt and Financing Costs in the Notes to Condensed Consolidated Financial Statements for further information.

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

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

There were no transfers between Levels 1, 2 or 3 of the fair value hierarchy during the three and six months ended June 30, 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 March 31, 2026 and December 31, 2025.

Interest Rate Risk

3 unchanged sentences

To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy.

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

As of 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 %.

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

As of June 30, 2026, the Company had seven interest rate swap contracts with a notional amount of $ 1.00 billion that pay 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.

1 unchanged sentence

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

March 31, December 31,

June 30, December 31,

(In thousands)

5 unchanged sentences

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 months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table presents interest rate swap derivative activities for the three and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

(In thousands)

7 unchanged sentences

Fluctuations in commodity prices also impact operating cost elements both directly and indirectly.

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

Management regularly reviews the Company’s potential exposure to commodity price risk and manages exposure to 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 Crude index.

2 unchanged sentences

These contracts are effective over the next 1 to 30 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 March 31, 2026 (in thousands, except volumes):

March 31, 2026

The following table presents detailed information on commodity swaps outstanding as of June 30, 2026 (in thousands, except volumes):

June 30, 2026

Commodity Unit Notional Volume

7 unchanged sentences

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

March 31, December 31,

June 30, 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 months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table presents commodity swap derivatives activities for the three and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

(In thousands)

1 unchanged sentence

$ ( 27,414 ) $ ( 942 ) $ ( 27,898 ) $ ( 5,313 )

Unfavorable fair value adjustment

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

Favorable (unfavorable) fair value adjustment $ 22,184 $ 36,801 $ ( 25,287 ) $ 14,303

SHARE-BASED COMPENSATION

4 unchanged sentences

Class A Shares and Class C Shares

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

The table below summarizes Class A Share and Class C Share activities for the six months ended June 30, 2026:

Number of Shares

3 unchanged sentences

2,860,801 31.18

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

Outstanding and unvested shares at June 30, 2026 (2)

(1) Represented vesting of 2,535,235 shares of Class A Shares and 325,566 shares of Class C Shares.

1 unchanged sentence

(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.

The likelihood and timing of this event could not be reasonably estimated as of June 30, 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,

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 and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

(In thousands)

7 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 three months ended March 31, 2026:

The table below summarizes RSU activities for the six months ended June 30, 2026:

Number of Shares

4 unchanged sentences

727,675 38.87

Outstanding and unvested shares at March 31, 2026

Outstanding and unvested shares at June 30, 2026

974,921 $ 44.13

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,

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of RSUs for the three and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

(In thousands)

1 unchanged sentence

Grant-date fair value of vested RSUs $ 1,068 $ 788 $ 28,283 $ 12,597

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

As of June 30, 2026, there were $ 25.6 million of unrecognized compensation costs related to the RSUs.

These costs are expected to be recognized over a weighted average period of 1.74 years.

6 unchanged sentences

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

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

The table below summarizes PSU activities for the six months ended June 30, 2026:

Number of Shares

2 unchanged sentences

Granted 171,756 56.27

Outstanding and unvested shares at March 31, 2026

Outstanding and unvested shares at June 30, 2026

519,253 $ 46.32

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

No vesting or forfeiture occurred for PSUs for the three and six months ended June 30, 2026 and 2025.

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

5 unchanged sentences

Expected term 2.86 years

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

As of June 30, 2026, there were $ 13.5 million of unrecognized compensation costs related to the PSUs.

These costs are expected to be recognized over a weighted average period of 2.00 years.

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.

With respect to the above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $ 9.1 million and $ 9.7 million for the three months ended June 30, 2026 and 2025, respectively, and $ 29.7 million and $ 30.3 million for the six months ended June 30, 2026 and 2025, respectively.

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 March 31,

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

2026 2025 2026 2025

(In thousands)

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

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

Income before income taxes $ 137,536 $ 81,743 $ 131,633 $ 103,572

Income tax expense $ 14,423 $ 7,327 $ 13,645 $ 9,894

Effective tax rate 10.49 % 8.96 % 10.37 % 9.55 %

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.

The effective tax rate for the three and six months ended June 30, 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 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,

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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands, except per share amounts)

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

Net income attributable to Class A common shareholders $ 49,539 $ 23,645 $ 47,872 $ 29,775

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

( 946 ) ( 3,406 ) ( 4,127 ) ( 6,433 )

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

$ ( 4,849 ) $ 2,768

Total net income attributable to Class A common shareholders $ 48,593 $ 20,239 $ 43,745 $ 23,342

Weighted average shares outstanding - basic

1 unchanged sentence

Dilutive effect of unvested Class A common shares (2)

Weighted average shares outstanding - diluted (3)

674 507 899 747

Net (loss) income available per common share - basic

$ ( 0.07 ) $ 0.05

Net (loss) income available per common share - diluted

Weighted average shares outstanding - diluted (3)

75,812 62,228 71,449 61,693

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

Net income available per common share - basic $ 0.65 $ 0.33 $ 0.62 $ 0.38

Net income available per common share - diluted $ 0.64 $ 0.33 $ 0.61 $ 0.38

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

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

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES

Accruals for loss contingencies arising from claims, assessments, litigation, environmental and other sources are recorded when it is probable that a liability has been incurred, and the amount can be reasonably estimated.

Accruals for loss contingencies arising from claims, assessments, litigation, environmental matters and other sources are recorded when it is probable that a liability has been incurred, and the amount can be reasonably estimated.

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

As of 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 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.

The Company expenses legal costs as incurred and estimates the amount of loss contingencies using currently 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.

1 unchanged sentence

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 lawsuits have been consolidated in the Texas Business Court.

A bench trial was held in late March and April 2026, and the matter is currently pending before the court.

An additional bench trial is scheduled for October 2026 on a related claim for declaratory relief, which was severed from the initial trial, and which concerns the expiration date of one of the NGL purchase agreements at issue.

The Company intends to vigorously defend against these claims.

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

As of June 30, 2026 and December 31, 2025, 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.

3 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.

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.

Upon closing of the Durango Acquisition, the Company has become 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 June 30, 2026 and December 31, 2025.

The estimated environmental matter-related liability was classified as a current liability and included in “Other current liabilities” in the Condensed Consolidated Balance Sheets as of June 30, 2026 as the Company expects the matter to be settled within the next 12 months.

Contingent Liabilities

4 unchanged sentences

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

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.

In the fourth quarter 2025, the Company paid $ 9.9 million to settle the contingent liability, which amount, in accordance with the MIPA, is subject to review by the Durango Seller, and may be subject to adjustment.

No adjustment related to the settlement amount was made during the three and six months ended June 30, 2026.

Permian Gas Acquisition

1 unchanged sentence

The arrangement requires additional monies to be paid by the Company to PDC on a per Mcf basis if the actual annual Mcf volume amounts exceed forecasted annual Mcf volume amounts starting in 2020 and continuing through 2029.

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

PDC’s actual annual Mcf volume did not exceed the incentive forecast volume during the past 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.

so, no contingent consideration liability is accrued as of June 30, 2026 and December 31, 2025.

Midstream Logistics and Pipeline Transportation are our operating segments for which discrete financial information is available and regularly reviewed by our Chief Executive Officer, who is our CODM, to make key operating decisions, assess performance and allocate resources.

These segments represent strategic business units with differing products and services.

6 unchanged sentences

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.

Gulf Coast and Mexican 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.

Our 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 nonrecurring 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 months ended March 31, 2026 and 2025:

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the three months ended March 31, 2026

For the three months ended June 30, 2026

(In thousands)

21 unchanged sentences

Gain on disposal of assets, net

Commodity hedging unrealized gain 49,598 — — — 49,598

Equity in earnings of unconsolidated affiliates — 57,383 — — 57,383

1 unchanged sentence

Depreciation and amortization expenses 100,994 2,331 6 — 103,331

Amortization of contract costs

Contract assets amortization

2,054 — — — 2,054

2 unchanged sentences

— — 9,064 — 9,064

Commodity hedging unrealized loss

46,987 — — — 46,987

Integration costs — — 368 — 368

Litigation costs — — 5,375 — 5,375

4 unchanged sentences

Elimination Consolidated

For the three months ended March 31, 2025

For the three months ended June 30, 2025

(In thousands)

21 unchanged sentences

Gain on disposal of assets, net

Commodity hedging unrealized gain 37,743 — — — 37,743

Equity in earnings of unconsolidated affiliates — 58,705 — — 58,705

1 unchanged sentence

Depreciation and amortization expenses 91,449 2,309 5 — 93,763

Amortization of contract costs

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

Proportionate EMI EBITDA — 88,100 — — 88,100

Share-based compensation — — 9,695 — 9,695

Loss on debt extinguishment — — 635 — 635

Integration costs 1,972 — 461 — 2,433

Litigation costs — — 2,381 — 2,381

Other one-time costs or amortization 1,425 — 1,380 — 2,805

Income (loss) before income taxes $ 92,442 $ 65,065 $ ( 75,764 ) $ — $ 81,743

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the six months ended June 30, 2026

(In thousands)

Revenue $ 979,319 $ 4,377 $ — $ — $ 983,696

Other revenue 7,698 22 — — 7,720

Intersegment revenue (2)

— 13,380 — ( 13,380 ) —

Total segment operating revenue 987,017 17,779 — ( 13,380 ) 991,416

Costs of sales (excluding depreciation and amortization expense)

( 426,674 ) 358 — — ( 426,316 )

Intersegment costs of sales

( 13,380 ) — — 13,380 —

Operating expenses (3)

( 157,814 ) ( 1,577 ) — — ( 159,391 )

General and administrative expenses ( 10,019 ) ( 489 ) ( 59,953 ) — ( 70,461 )

Proportionate EMI EBITDA — 144,907 — — 144,907

Other segment items (4)

4,557 — 47,272 — 51,829

Segment Adjusted EBITDA (5)

$ 383,687 $ 160,978 $ ( 12,681 ) $ — $ 531,984

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

Segment Adjusted EBITDA (5)

$ 383,687 $ 160,978 $ ( 12,681 ) $ — $ 531,984

Other interest income — — 464 — 464

Gain on disposal of assets, net

Commodity hedging unrealized gain

2,611 — — — 2,611

Equity in earnings of unconsolidated affiliates — 108,571 — — 108,571

Interest expense 103 — 107,438 — 107,541

Depreciation and amortization expenses 200,492 4,660 12 — 205,164

Contract assets amortization

4,004 — — — 4,004

Proportionate EMI EBITDA — 144,907 — — 144,907

Share-based compensation

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

— — 29,727 — 29,727

Integration costs — — 368 — 368

2 unchanged sentences

Income (loss) before income taxes

$ 178,590 $ 119,982 $ ( 166,939 ) $ — $ 131,633

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the six months ended June 30, 2025

(In thousands)

Revenue $ 859,838 $ 4,837 $ — $ — $ 864,675

Other revenue 5,322 4 — — 5,326

Intersegment revenue (2)

— 12,478 — ( 12,478 ) —

Total segment operating revenue 865,160 17,319 — ( 12,478 ) 870,001

Costs of sales (excluding depreciation and amortization expense)

( 379,623 ) ( 438 ) — — ( 380,061 )

Intersegment costs of sales

( 12,478 ) — — 12,478 —

Operating expenses (3)

( 143,797 ) ( 1,201 ) — — ( 144,998 )

General and administrative expenses ( 12,121 ) ( 660 ) ( 49,055 ) — ( 61,836 )

Proportionate EMI EBITDA — 175,630 — — 175,630

Other segment items (4)

( 5,736 ) — 39,950 — 34,214

Segment Adjusted EBITDA (5)

$ 311,405 $ 190,650 $ ( 9,105 ) $ — $ 492,950

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

Segment Adjusted EBITDA (5)

$ 311,405 $ 190,650 $ ( 9,105 ) $ — $ 492,950

Other interest income — — 1,108 — 1,108

Commodity hedging unrealized gain 19,616 — — — 19,616

Gain on sale of equity method investment 65 — — — 65

Equity in earnings of unconsolidated affiliates — 116,183 — — 116,183

Interest expense 60 — 112,168 — 112,228

Depreciation and amortization expenses 181,808 4,616 12 — 186,436

Contract assets amortization

3,310 — — — 3,310

Proportionate EMI EBITDA — 175,630 — — 175,630

Share-based compensation

— — 30,348 — 30,348

Loss on debt extinguishment — — 635 — 635

Integration costs 4,447 — 1,524 — 5,971

Litigation costs — — 5,396 — 5,396

Other one-time costs or amortization 3,714 — 2,682 — 6,396

Income (loss) before income taxes

$ 137,747 $ 126,587 $ ( 160,762 ) $ — $ 103,572

(1) Corporate and Other represents those results that:

1 unchanged sentence

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

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

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

(2) The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value.

5 unchanged sentences

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 months ended March 31, 2026 and 2025:

The following tables present other segment expenses that are not included in the segment profit measurements above for the three and six months ended June 30, 2026 and 2025:

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the three months ended March 31, 2026

For the three months ended June 30, 2026

(In thousands)

3 unchanged sentences

$ 107,135 $ 3,340 $ — $ 110,475

For the three months ended March 31, 2025

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

For the three months ended June 30, 2025

Income tax expense $ — $ — $ 7,327 $ 7,327

Capital expenditure (2)(3)

$ 135,931 $ 1 $ — $ 135,932

March 31, December 31,

Midstream Logistics Pipeline Transportation Corporate and Other (1)

For the six months ended June 30, 2026

(In thousands)

Income tax benefit

$ — $ — $ 13,645 $ 13,645

Capital expenditure

$ 199,709 $ 4,650 $ — $ 204,359

For the six months ended June 30, 2025

Income tax expense $ — $ — $ 9,894 $ 9,894

Capital expenditure (2)(3)

$ 217,164 $ 243 $ — $ 217,407

June 30, December 31,

Total assets:

8 unchanged sentences

Total assets $ 7,202,470 $ 7,095,611

(1) Corporate and Other activities represents those results that:

(1) Corporate and Other activities represent those results that:

(i) are not specifically attributable to an operating segment;

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

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

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

(2) Excludes capital assets acquired in business combinations that are 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.

1 unchanged sentence

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.

(4) Midstream Logistics segment included goodwill of $ 5.1 million as of June 30, 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 June 30, 2026 and December 31, 2025, respectively.

SUBSEQUENT EVENTS

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.

On July 14, 2026, the Board declared a cash dividend of $ 0.81 per share on the Company’s Class A Common Stock payable to stockholders of record as of July 24, 2026 on July 31, 2026.

The Company, 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 July 31, 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