Form 8-K

8-K — Kinetik Holdings Inc.

Accession: 0001692787-26-000114

Filed: 2026-08-06

Period: 2026-08-05

CIK: 0001692787

SIC: 4922 (NATURAL GAS TRANSMISSION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — apa-20260805.htm (Primary)

EX-99.1 (kntkex991pressreleaseq22026.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: apa-20260805.htm · Sequence: 1

apa-20260805

FALSE000169278700016927872026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 5, 2026

Date of Report (date of earliest event reported)

___________________________________

Kinetik Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation or organization)

001-38048

(Commission File Number)

81-4675947

(I.R.S. Employer Identification Number)

2700 Post Oak Blvd. Suite 300

Houston, Texas 77056

(Address of principal executive offices and zip code)

(713) 621-7330

(Registrant's telephone number, including area code)

________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

KNTK

New York Stock Exchange

NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On August 5, 2026, Kinetik Holdings Inc. issued a press release announcing financial and operating results for the fiscal quarter ended June 30, 2026. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith.

Exhibit No.

Description of Exhibit

99.1

Press Release of Kinetik Holdings Inc. dated August 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Kinetik Holdings Inc.

Dated:

August 5, 2026

/s/ Steven Stellato

Steven Stellato

Executive Vice President, Chief Accounting and Chief Administrative Officer

EX-99.1

Filename: kntkex991pressreleaseq22026.htm · Sequence: 2

Document

Kinetik Reports Record Second Quarter 2026 Results and Raises Full Year 2026 Guidance

HOUSTON and MIDLAND, Texas, August 5, 2026 – Kinetik Holdings Inc. (NYSE: KNTK) (“Kinetik” or the “Company”) today reported record results for the quarter ended June 30, 2026 and increased its full year 2026 Adjusted EBITDA1 guidance.

Kinetik reported net income including noncontrolling interest of $123.1 million and $118.0 million for the three and six months ended June 30, 2026, respectively. Kinetik generated Adjusted EBITDA1 of $280.8 million and $532.0 million, Distributable Cash Flow1 of $194.9 million and $375.8 million, and Free Cash Flow1 of $105.2 million and $206.6 million for the three and six months ended June 30, 2026, respectively.

Highlights

•Record financial results in the second quarter of 2026, supported by outstanding operational execution, robust system performance, and commodity margin outperformance

•Final investment decision for Kings Landing II (“KLII”), expanding system processing capacity to 2.7 Bcf/d in 2028

•ECCC Pipeline placed into service, enhancing north-to-south system connectivity, with right-of-way procurement now underway to support an anticipated expansion in 2027

•Secured incremental firm Gulf Coast market access for residue gas, commencing in 2027 and providing producer customers with premium pricing options

•Executed new residue and natural gas liquids transport agreements, strengthening egress capacity portfolio and netback pricing for Delaware North processing complexes

•Board authorization of long-lead equipment procurement for the next processing capacity expansion beyond KLII, proactively aligning supply chain with accelerating customer development plans

•Increasing full year 2026 Financial Guidance:

◦Adjusted EBITDA1 guidance of $1.04 billion to $1.1 billion, reflecting stronger volumes, improved margins, and operational performance

◦Capital Expenditures2 guidance of approximately $560 million (including maintenance), driven by KLII, accelerated producer development into late 2026 and early 2027, optimization projects across operations, procurement of long-lead equipment for Kinetik’s next processing capacity expansion, and right-of-way procurement for an expansion of ECCC Pipeline

CEO Commentary

“Kinetik delivered exceptional second quarter 2026 results, significantly exceeding expectations,” said Jamie Welch, Kinetik’s President & Chief Executive Officer. “Our performance during the quarter demonstrates the strength and resilience of our integrated business model, the quality and diversification of our asset footprint, and our continued strong operational performance, which enabled Kinetik to deliver the strongest financial results in Company history.”

“We advanced numerous initiatives this quarter, including reaching final investment decision (“FID”) on KLII, completing the ECCC Pipeline with right-of-way procurement beginning for an anticipated 2027 expansion, and commencing drilling operations at the Kings Landing acid gas injection (“AGI”) well. Furthermore, we have initiated procurement of long-lead equipment for the next processing plant after KLII given updated development plans and new customer commitments.”

Welch added, “The increase to our 2026 Adjusted EBITDA1 guidance reflects not only outperformance in the first half of the year, but also an increase relative to original expectations for the remainder of the year. We now anticipate Adjusted EBITDA1 to be between $260 million and $270 million in the third quarter and $270 million to $280 million in the fourth quarter.”

“Momentum is building across our system and is expected to be a strong tailwind into 2027. Curtailments have eased, customer activity is pulling forward, and the market increasingly recognizes the critical role the Permian Basin plays in meeting growing U.S. natural gas demand, anchored by LNG exports and data center developments. Kinetik is exceptionally well positioned to capitalize on this structural growth, reinforcing our tremendous confidence in 2027 and beyond.”

Financial Highlights

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

2026 2026

(In thousands, except ratios)

Net income including noncontrolling interest $ 123,113 $ 117,988

Adjusted EBITDA1

$ 280,784 $ 531,984

Midstream Logistics Adjusted EBITDA1

$ 204,766 $ 383,687

Pipeline Transportation Adjusted EBITDA1

$ 83,001 $ 160,978

Corporate and Other Adjusted EBITDA1

$ (6,983) $ (12,681)

Distributable Cash Flow1

$ 194,924 $ 375,755

Dividend Coverage Ratio1,3

1.47x 1.41x

Capital Expenditures2

$ 106,019 $ 197,352

Free Cash Flow1

$ 105,203 $ 206,584

Net Debt1,4

$ 3,940,170

Liquidity (Cash and Revolver Availability)5

$ 1,072,230

Leverage Ratio1,6

3.85x

Net Debt to Adjusted EBITDA Ratio1,7

3.84x

Common stock issued and outstanding8

162,375

Dividend per share of issued and outstanding Common stock

$ 0.81

Segment Insights

The Midstream Logistics segment generated Adjusted EBITDA1 of $204.8 million, a 35% increase year-over-year for the three months ended June 30, 2026. Kinetik processed natural gas volumes of 1.74 Bcf/d in the second quarter of 2026, flat year-over-year despite an estimated 250 MMcf/d of Waha price-related processed gas volume shut-ins. Second quarter 2026 results benefited from strong system operating performance, improved natural gas liquid (“NGL”) recoveries and condensate yields, optimization opportunities, and favorable commodity prices and spreads.

The Pipeline Transportation segment generated Adjusted EBITDA1 of $83.0 million, a 14% decrease year-over-year for the three months ended June 30, 2026, due to the Company’s divestiture in late 2025 of its equity interest in EPIC Crude Holdings, LP (“EPIC Crude”). Permian Highway Pipeline outperformed year-over-year on lower fuel costs and higher gross margin. Additionally, Shin Oak outperformed expectations due to more robust throughput volumes.

Raising 2026 Outlook and Guidance

Kinetik is increasing its full year 2026 Adjusted EBITDA1 guidance to be between $1.04 billion and $1.1 billion. The revised midpoint represents a 7% increase from the original 2026 guidance issued in February and an approximately 15% increase year-over-year pro forma the EPIC Crude divestiture.9

Updated Adjusted EBITDA1 guidance assumes:

•Approximately 25 MMcf/d of curtailments on average for the second half of 2026;

•2026 processed gas volume exit rate10 of nearly 2.2 Bcf/d, an increase of approximately 20% exit-to-exit; and

•Updated full year 2026 average commodity prices11 of $78.65 per barrel for WTI, $2.83 per MMBtu for Houston Ship Channel natural gas, ($0.26) per MMBtu for Waha Hub natural gas, and $0.62 per gallon for composite NGLs.

Kinetik is also increasing its 2026 Capital Expenditures2 guidance (including maintenance) to approximately $560 million to reflect:

•FID of KLII;

•Acceleration of customer development plans into late 2026 and early 2027;

•Optimization projects across operations;

•Purchase of long-lead equipment items relating to the next processing capacity expansion; and

•Right-of-way procurement for an expansion of ECCC Pipeline.

Strategic Projects & Commercial Activity

In May 2026, Kinetik reached FID on KLII. Upon completion, total Delaware North sour gas processing capacity will exceed 700 MMcf/d. Processing, amine, and residue compression equipment has been purchased. Total capital is expected to be approximately $260 million. KLII is now expected to be completed in mid-2028, earlier than previously communicated.

The ECCC Pipeline was placed into service, establishing a north-to-south connection across the western portion of Kinetik's system between Eddy and Culberson Counties. Rich gas throughput volumes on the pipeline are expected to increase throughout the balance of the year as Kings Landing I reaches full utilization. Given ECCC Pipeline utilization expectations and continued customer growth in New Mexico, Kinetik has initiated right-of-way procurement to support an expansion.

Following approval of all permitting earlier this year, the Company's acid gas injection and sour conversion project remains on schedule with site construction activities and drilling operations underway. Project in-service is expected by year-end 2026.

Kinetik continues to make progress on Diamond Volt, its 40 MW behind-the-meter power generation project at the Diamond Cryo Complex, with in-service anticipated in the second quarter of 2027.

Kinetik’s Board of Directors has also approved the purchase of long-lead equipment for a processing expansion beyond KLII, positioning the Company to keep pace with its customer growth as overall activity has continued to increase. These investments reinforce Kinetik's confidence in the long-term growth of its business.

Several commercial initiatives were recently executed that further strengthen Kinetik’s integrated Permian-to-Gulf Coast platform, address demand needs, and expand market optionality.

The Company secured firm access to additional Gulf Coast netback residue gas pricing in 2027, enhancing its integrated residue gas offering and providing its customers with premium price assurance.

Kinetik also signed residue gas and NGL transportation agreements for its Delaware North processing complexes, providing diversified market access, improving customer netbacks, and increasing operational flexibility. These agreements support continued customer growth and strengthen the outlook for Kinetik’s existing and expanding Delaware North processing capacity.

Conference Call & Webcast

Kinetik will host its second quarter 2026 results conference call on Thursday, August 6, 2026 at 8:00 am Central Time (9:00 am Eastern Time). To access a live webcast of the conference call, please visit the Investors section of Kinetik’s website at www.ir.kinetik.com. A replay of the conference call will be available on the website following the call.

Investor Presentation

An updated investor presentation will be available under Events and Presentations in the Investors section of the Company’s website at www.ir.kinetik.com. Information on the Company’s website does not constitute a portion of, and is not incorporated by reference into, this press release.

About Kinetik Holdings Inc.

Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast midstream C-corporation operating in the Delaware Basin. Kinetik is headquartered in Houston and Midland, Texas. Kinetik provides comprehensive gathering, transportation, compression, processing and treating services for companies that produce natural gas, natural gas liquids, crude oil and water. Kinetik posts announcements, operational updates, investor information and press releases on its website, www.kinetik.com.

Investor Contact

Alex Durkee

Shyam Patel

(713) 493-0900

investors@kinetik.com

Forward-looking statements

This news release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, outlooks, guidance or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about the Company’s future business strategy and plans, expectations, and objectives for the Company’s operations, including statements about strategy, synergies, technology adoption, portfolio monetization opportunities, growth, expansion, cost reduction and other capital projects and the timing and cost thereof, future operations, financial guidance, growth opportunities, the amount and timing of future shareholder returns, the Company’s projected dividend amounts and the timing thereof, and the Company’s targeted leverage and financial profile. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future development, or otherwise, except as may be required by law.

Additional information

Additional information follows, including a reconciliation of Adjusted EBITDA, Distributable Cash Flow, Free Cash Flow, and Net Debt (non-GAAP financial measures) to the GAAP measures.

Non-GAAP financial measures

Kinetik’s financial information includes information prepared in conformity with generally accepted accounting principles (GAAP) as well as non-GAAP financial information. It is management’s intent to provide non-GAAP financial information to enhance understanding of our consolidated financial information as prepared in accordance with GAAP. Adjusted EBITDA, Distributable Cash Flow, Free Cash Flow, Dividend Coverage Ratio, Net Debt and Leverage Ratio are non-GAAP measures. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated. See “Reconciliation of GAAP to Non-GAAP Measures” elsewhere in this news release. This news release also includes certain forward-looking non-GAAP financial information. Reconciliations of these forward-looking non-GAAP measures to their most directly comparable GAAP measure are not available without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various reconciling items that would impact the most directly comparable forward-looking GAAP financial measure, that have not yet occurred, are out of Kinetik’s control and/or cannot be reasonably predicted. Accordingly, such reconciliation is excluded from this news release. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

1.A non-GAAP financial measure. See “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Measures” for further details.

2.Net of contributions in aid of construction, asset disposal proceeds, and returns of invested capital from unconsolidated affiliates.

3.Dividend Coverage Ratio is Distributable Cash Flow divided by total declared dividends.

4.Net Debt is defined as total current and long-term debt, excluding deferred financing costs, less cash and cash equivalents.

5.Liquidity is calculated as cash and cash equivalents of $7.8 million plus Revolving Credit Facility availability of $1,064.4 million as of June 30, 2026.

6.Leverage Ratio is total debt less cash and cash equivalents divided by last twelve months Adjusted EBITDA, calculated per the Company’s credit agreement. The calculation includes EBITDA Adjustments for Qualified Projects, Acquisitions and Divestitures.

7.Net Debt to Adjusted EBITDA Ratio is defined as Net Debt divided by last twelve months Adjusted EBITDA.

8.162.4 million shares, issued and outstanding shares as of June 30, 2026, is the sum of 78.9 million shares of Class A common stock and 83.4 million shares of Class C common stock.

9.2025 Adjusted EBITDA, excluding actual Adjusted EBITDA contributions from EPIC Crude.

10.Exit rate represents average processed gas volumes during the fourth quarter of 2026.

11.Market forward pricing as of July 28, 2026.

KINETIK HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

2026 2025 2026 2025

(In thousands, except per share data)

Operating revenues:

Service revenue $ 86,891 $ 112,654 $ 180,663 $ 240,580

Product revenue 490,800 311,590 803,033 624,095

Other revenue 3,749 2,494 7,720 5,326

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

Operating costs and expenses:

Costs of sales (excluding depreciation and amortization) (1)

237,592 156,697 426,316 380,061

Operating expenses 71,922 68,045 142,223 131,648

Ad valorem taxes 8,393 6,559 17,168 13,350

General and administrative expenses 26,261 24,244 70,461 61,836

Depreciation and amortization expenses 103,331 93,763 205,164 186,436

Gain on disposal of assets, net (36) (25) (55) (65)

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

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 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

Diluted $ 0.64 $ 0.33 $ 0.61 $ 0.38

Weighted-average shares

Basic 75,138 61,721 70,550 60,946

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

(1)Cost of sales (exclusive of 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 act as principal.

KINETIK HOLDINGS INC.

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

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

2026 2025 2026 2025

(In thousands)

Net Income Including Noncontrolling Interests to Adjusted EBITDA

Net income including noncontrolling interest (GAAP) $ 123,113 $ 74,416 $ 117,988 $ 93,678

Add back:

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

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

Depreciation and amortization expenses 103,331 93,763 205,164 186,436

Amortization of contract costs 2,054 1,655 4,004 3,310

Proportionate EBITDA from unconsolidated affiliates 74,878 88,100 144,907 175,630

Share-based compensation 9,064 9,695 29,727 30,348

Loss on debt extinguishment — 635 — 635

Integration costs — 2,433 368 5,971

Litigation costs 5,375 2,381 16,988 5,396

Other one-time costs or amortization 1,739 2,805 3,353 6,396

Deduct:

Interest income

297 318 464 1,108

Gain on disposal of assets, net

36 25 55 65

Commodity hedging unrealized gain 49,598 37,743 2,611 19,616

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

Adjusted EBITDA(1) (non-GAAP)

$ 280,784 $ 242,933 $ 531,984 $ 492,950

Distributable Cash Flow(2)

Adjusted EBITDA (non-GAAP) $ 280,784 $ 242,933 $ 531,984 $ 492,950

Proportionate EBITDA from unconsolidated affiliates (74,878) (88,100) (144,907) (175,630)

Returns on invested capital from unconsolidated affiliates 61,913 63,604 130,222 126,941

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

Unrealized gain on interest rate swaps (2,476) (741) (5,822) (1,411)

Maintenance capital expenditures (16,298) (7,879) (28,181) (20,338)

Distributable cash flow (non-GAAP)

$ 194,924 $ 153,303 $ 375,755 $ 310,284

Free Cash Flow(3)

Distributable cash flow (non-GAAP) $ 194,924 $ 153,303 $ 375,755 $ 310,284

Growth capital expenditures (91,088) (123,498) (171,315) (189,210)

Investments in unconsolidated affiliates — (97) — (985)

Returns of invested capital from unconsolidated affiliates — 2,293 — 2,853

Contributions in aid of construction 1,367 2,914 2,144 3,339

Free cash flow (non-GAAP)

$ 105,203 $ 34,915 $ 206,584 $ 126,281

KINETIK HOLDINGS INC.

RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)

Six Months Ended June 30,

2026 2025

(In thousands)

Reconciliation of net cash provided by operating activities to Adjusted EBITDA

Net cash provided by operating activities $ 341,520 $ 305,907

Net changes in operating assets and liabilities 46,082 11,559

Interest expense 107,541 112,228

Amortization of deferred financing costs (3,913) (3,984)

Current income tax expense 2 485

Returns on invested capital from unconsolidated affiliates (130,222) (126,941)

Proportionate EBITDA from unconsolidated affiliates 144,907 175,630

Derivative fair value adjustment and settlement 8,433 21,027

Commodity hedging unrealized gain (2,611) (19,616)

Interest income (464) (1,108)

Integration costs 368 5,971

Litigation costs 16,988 5,396

Other one-time cost or amortization 3,353 6,396

Adjusted EBITDA(1) (non-GAAP)

$ 531,984 $ 492,950

June 30, March 31, December 31,

2026 2026 2025

(In thousands)

Net Debt(4)

Short-term debt $ 225,000 $ 187,100 $ 165,200

Long-term debt, net 3,700,562 3,644,128 3,627,720

Plus: Debt issuance costs, net 22,438 23,872 25,280

Total debt 3,948,000 3,855,100 3,818,200

Less: Cash and cash equivalents 7,830 720 3,951

Net debt (non-GAAP)

$ 3,940,170 $ 3,854,380 $ 3,814,249

(1) Adjusted EBITDA is defined as net income including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, 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. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP.

(2) Distributable Cash Flow is defined as Adjusted EBITDA, adjusted for the proportionate EBITDA from unconsolidated affiliates, returns on invested capital from unconsolidated affiliates, interest expense, net of amounts capitalized, unrealized gains or losses on interest rate swaps and maintenance capital expenditures. Distributable Cash Flow should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP. We believe that Distributable Cash Flow is a useful measure to compare cash generation performance from period to period and to compare the cash generation performance for specific periods to the amount of cash dividends we make.

(3) Free Cash Flow is defined as Distributable Cash Flow adjusted for growth capital expenditures, investments in unconsolidated affiliates, returns of invested capital from unconsolidated affiliates and contributions in aid of construction. Free Cash flow should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP. We believe that Free Cash Flow is a useful performance measure to compare cash generation performance from period to period and to compare the cash generation performance for specific periods to the amount of cash dividends that we make.

(4) Net Debt is defined as total short-term and long-term debt, excluding deferred financing costs, premiums and discounts, less cash and cash equivalents. Net Debt illustrates our total debt position less cash on hand that could be utilized to pay down debt at the balance sheet date. Net Debt should not be considered as an alternative to the GAAP measure of total long-term debt, or any other measure of financial performance presented in accordance with GAAP.

KINETIK HOLDINGS INC.

RESULTS OF OPERATIONS BY SEGMENT

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 six months ended June 30, 2026 and 2025:

Midstream Logistics Pipeline Transportation

Corporate and Other(1)

Elimination Consolidated

For the Three Months Ended June 30, 2026 (In thousands)

Revenue $ 575,599 $ 2,092 $ — $ — $ 577,691

Other revenue 3,737 12 — — 3,749

Intersegment revenue(2)

— 6,556 — (6,556) —

Total segment operating revenue 579,336 8,660 — (6,556) 581,440

Costs of sales (excluding depreciation and amortization expense) (238,087) 495 — — (237,592)

Intersegment costs of sales (6,556) — — 6,556 —

Operating expenses(3)

(79,512) (803) — — (80,315)

General and administrative expenses (4,509) (229) (21,523) — (26,261)

Proportionate EMI EBITDA — 74,878 — — 74,878

Other segment items(4)

(45,906) — 14,540 — (31,366)

Segment Adjusted EBITDA(5)

$ 204,766 $ 83,001 $ (6,983) $ — $ 280,784

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

Segment Adjusted EBITDA(5)

$ 204,766 $ 83,001 $ (6,983) $ — $ 280,784

Add back:

Other interest income — — 297 — 297

Gain on disposal of assets, net

36 — — — 36

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

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

Deduct:

Interest expense 55 — 54,066 — 54,121

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

Contract assets amortization

2,054 — — — 2,054

Proportionate EMI EBITDA — 74,878 — — 74,878

Share-based compensation

— — 9,064 — 9,064

Litigation costs — — 5,375 — 5,375

Other one-time costs or amortization 1,638 — 101 — 1,739

Income (loss) before income taxes $ 149,659 $ 63,175 $ (75,298) $ — $ 137,536

Midstream Logistics Pipeline Transportation

Corporate and Other(1)

Elimination Consolidated

For the Three Months Ended June 30, 2025 (In thousands)

Revenue $ 421,813 $ 2,431 $ — $ — $ 424,244

Other Revenue 2,492 2 — — 2,494

Intersegment revenue(2)

— 7,674 — (7,674) —

Total segment operating revenue 424,305 10,107 — (7,674) 426,738

Costs of sales (excluding depreciation and amortization expense) (156,263) (434) — — (156,697)

Intersegment costs of sales (7,674) — — 7,674 —

Operating expenses(3)

(73,888) (716) — — (74,604)

General and administrative expenses (4,996) (288) (18,960) — (24,244)

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

Other segment items(4)

(30,277) — 13,917 — (16,360)

Segment Adjusted EBITDA(5)

$ 151,207 $ 96,769 $ (5,043) $ — $ 242,933

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

Segment adjusted EBITDA(5)

$ 151,207 $ 96,769 $ (5,043) $ — $ 242,933

Add back:

Other interest income — — 318 — 318

Gain on disposal of assets 25 — — — 25

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

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

Deduct:

Interest expense 32 — 56,482 — 56,514

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

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)

Elimination Consolidated

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

Add back:

Other interest income — — 464 — 464

Gain on disposal of assets 55 — — — 55

Commodity hedging unrealized gain 2,611 — — — 2,611

Equity income from unconsolidated affiliates — 108,571 — — 108,571

Deduct:

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 — — 29,727 — 29,727

Integration costs — — 368 — 368

Litigation costs — — 16,988 — 16,988

Other one-time costs or amortization 3,164 — 189 — 3,353

Income (loss) before income taxes $ 178,590 $ 119,982 $ (166,939) $ — $ 131,633

Midstream Logistics Pipeline Transportation

Corporate and Other(1)

Elimination Consolidated

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

Add back:

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

Gain on disposal of assets, net 65 — — — 65

Equity income from unconsolidated affiliates — 116,183 — — 116,183

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

Deduct:

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: (i) are not specifically attributable to an operating segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Items 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. 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, commodity hedging unrealized gain or loss, integration costs, litigation costs and other one-time costs or amortization.

(5)Adjusted EBITDA is defined as 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, 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. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP.

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Aug. 05, 2026

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2700 Post Oak Blvd.

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