Kinetik Q3 2026 revenue rises 23% to $569M
Operating cash flow was $614.4 million for the first nine months, and Kinetik paid a $0.81-per-share dividend on October 30, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rhea-AI Filing Summary
Kinetik Holdings Inc. reported third-quarter 2026 operating revenue of $569.4 million, up 23% from $464.0 million a year earlier. Product revenue rose 25% to $447.9 million, with higher NGL and condensate volumes and commodity prices cited as drivers. Net income including noncontrolling interests was $50.9 million, compared with $15.5 million in third-quarter 2025.
For the first nine months of 2026, revenue was $1.56 billion, up 17%, and net income including noncontrolling interests was $168.9 million, up 55%. Service revenue was $297.2 million, down 14%. Net cash provided by operating activities was $614.4 million, and Kinetik reported covenant compliance as of September 30, 2026.
The ECCC Pipeline entered service in June 2026 with approximately 150 MMcf/d of initial rich gas throughput capacity. After quarter-end, Kinetik Receivables LLC requested a $50.0 million increase to the A/R Facility; aggregate commitments after the request were $275.0 million. The company declared a $0.81-per-share cash dividend, paid October 30, 2026. As of November 3, 2026, Kinetik owned an approximate 51% limited partner interest in the Partnership.
3 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose 23% to $569.4 million.
- Moderate pointNine-month net income including noncontrolling interest rose 55% to $168.9 million.
- Moderate pointNine-month operating income rose 66% to $193.9 million.
Negative
- Moderate pointNine-month service revenue fell 14% to $297.2 million.
Filing Explained
During the first nine months of 2026, 15.6 million Partnership units were redeemed one-for-one for Class A shares, with matching Class C shares canceled; after quarter-end, another 3.0 million units were exchanged the same way. The exchange moves those limited-partner interests into Class A stock while removing the paired Class C shares.
Key Figures
Operating revenue: $569.4 million
Operating income: $193.9 million
Net income including noncontrolling interests: $168.9 million
+4 more
7 metrics
Operating revenue
$569.4 million
Three months ended September 30, 2026; up 23% from 2025
Operating income
$193.9 million
Nine months ended September 30, 2026; up 66% from 2025
Net income including noncontrolling interests
$168.9 million
Nine months ended September 30, 2026; up 55% from 2025
Service revenue
$297.2 million
Nine months ended September 30, 2026; down 14% from 2025
Net cash provided by operating activities
$614.4 million
Nine months ended September 30, 2026, compared with $494.0 million in 2025
ECCC initial rich gas throughput capacity
Approximately 150 MMcf/d
Pipeline placed into service in June 2026
Cash dividend
$0.81 per share
Paid October 30, 2026
Key Terms
Minimum volume commitments, redeemable noncontrolling interest, equity method investments, Segment Adjusted EBITDA
4 terms
Minimum volume commitments financial
"MVC. Minimum volume commitments"
Minimum volume commitments are contractual promises that one party will buy, sell or trade at least a set amount of a product, security or service over a defined period. For investors, these commitments matter because they create predictable baseline revenue or guaranteed demand — like a subscription minimum — but also can create liability or distort trading and liquidity if parties must meet the quota even when market conditions change.
redeemable noncontrolling interest financial
"accounted for as redeemable noncontrolling interest"
A redeemable noncontrolling interest is a minority ownership stake in a business that the minority owner can require to be bought back for cash or that must be redeemed under set conditions. Investors care because it is not permanent equity: it represents a foreseeable cash obligation and can reduce the parent company’s reported equity and available cash, much like a loan from a roommate you must repay on request rather than shared ownership of the house.
equity method investments financial
"The Pipeline Transportation segment consists of equity method investments"
An equity method investment is an accounting approach used when a company owns a significant share of another company and can influence its decisions but does not fully control it; instead of listing the investment at cost, the investor records its share of the other company's profits or losses on its own income statement and adjusts the investment value on the balance sheet. For investors, this matters because it links the investor’s reported earnings and asset values directly to the financial performance of that partly-owned business, similar to how a partner’s gains affect a small business owner’s books.
Segment Adjusted EBITDA financial
"Segment Adjusted EBITDA is a non-GAAP measure"
Segment adjusted EBITDA is a measure of how much profit a specific part of a company generates from its everyday operations, before counting interest, taxes, depreciation, amortization and one‑off items. Investors use it like checking the fuel efficiency of one car in a fleet: it helps compare which business lines truly earn money, evaluate trend performance, and decide where to invest or cut costs without distortions from financing or accounting choices.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did KNTK report for Q3 2026?
Kinetik reported $569.4 million in operating revenue for the three months ended September 30, 2026, up 23% from $464.0 million in the same 2025 period.
What was KNTK's net income for the first nine months of 2026?
Net income including noncontrolling interests was $168.9 million for the nine months ended September 30, 2026, up 55% from $109.2 million in the same 2025 period.
How much initial throughput capacity does KNTK's ECCC Pipeline provide?
The ECCC Pipeline provides approximately 150 MMcf/d of initial rich gas throughput capacity and was placed into service in June 2026.
When was KNTK's October 2026 dividend paid?
The $0.81-per-share cash dividend was paid on October 30, 2026, to stockholders of record as of October 23, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________ to _________
Commission File Number: 001-38048
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
(Zip Code)
(713 ) 621-7330
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| NYSE Texas | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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. ☐
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of registrant’s Class A Common Stock, par value $0.0001 per share issued and outstanding as of October 30, 2026 | ||||||||||||||
Number of shares of registrant’s Class C Common Stock, par value $0.0001 per share issued and outstanding as of October 30, 2026 | ||||||||||||||
Table of Contents
TABLE OF CONTENTS
| Item | Page | |||||||
| PART I — FINANCIAL INFORMATION | ||||||||
| 1. | FINANCIAL STATEMENTS (UNAUDITED) | 1 | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 | 1 | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS - AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025 | 2 | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 | 3 | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 | 5 | |||||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 7 | |||||||
1.THE ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 7 | |||||||
2.BUSINESS COMBINATIONS | 8 | |||||||
3.REVENUE RECOGNITION | 8 | |||||||
4.PROPERTY, PLANT AND EQUIPMENT, NET | 10 | |||||||
5.INTANGIBLE ASSETS, NET | 10 | |||||||
6.EQUITY METHOD INVESTMENTS | 10 | |||||||
7.DEBT AND FINANCING COSTS | 12 | |||||||
8.ACCRUED EXPENSES | 13 | |||||||
9.LEASES | 13 | |||||||
10.EQUITY | 14 | |||||||
11.FAIR VALUE MEASUREMENTS | 15 | |||||||
12.DERIVATIVES AND HEDGING ACTIVITIES | 15 | |||||||
13.SHARE-BASED COMPENSATION | 17 | |||||||
14.INCOME TAXES | 19 | |||||||
15.NET INCOME PER SHARE | 20 | |||||||
16.COMMITMENTS AND CONTINGENCIES | 20 | |||||||
17.SEGMENTS | 21 | |||||||
18.SUBSEQUENT EVENTS | 26 | |||||||
| 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 28 | ||||||
| 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 40 | ||||||
| 4. | CONTROLS AND PROCEDURES | 41 | ||||||
| PART II — OTHER INFORMATION | ||||||||
| 1. | LEGAL PROCEEDINGS | 42 | ||||||
| 1A. | RISK FACTORS | 42 | ||||||
| 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 42 | ||||||
| 5. | OTHER INFORMATION | 42 | ||||||
| 6. | EXHIBITS | 43 | ||||||
SIGNATURES | 44 | |||||||
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GLOSSARY OF TERMS
The following are abbreviations and definitions of certain terms which may be used in this Quarterly Report on Form 10-Q (“Quarterly Report”) and certain terms which are commonly used in the exploration, production and midstream sectors of the oil and natural gas industry:
•ASC. Accounting Standards Codification
•ASU. Accounting Standards Updates
•Barilla Draw. Barilla Draw Gathering, LLC, a Delaware limited liability company
•Bbl. One stock tank barrel of 42 United States (“U.S.”) gallons liquid volume used herein in reference to crude oil, condensate or natural gas liquids
•Bcf. One billion cubic feet
•Bcf/d. One Bcf per day
•Breviloba. Breviloba, LLC, a Texas limited liability company
•Btu. One British thermal unit, which is the quantity of heat required to raise the temperature of a one-pound mass of water by one-degree Fahrenheit
•CODM. Chief Operating Decision Maker
•Delaware Basin. Located on the western section of the Permian Basin. The Delaware Basin covers a 6.4-million-acre area
•Durango. Durango Permian LLC and its wholly owned subsidiaries
•Durango Acquisition. The Partnership’s acquisition of all the membership interests of Durango from Durango Seller pursuant to the Durango MIPA, which closed on June 24, 2024, for an adjusted purchase price of approximately $785.7 million
•Durango MIPA. The Membership Interest Purchase Agreement, dated May 9, 2024, by and among the Company, the Partnership and Durango Seller
•Durango Seller. Durango Midstream LLC, an affiliate of Morgan Stanley Equity Partners
•EBITDA. Earnings before interest, taxes, depreciation, and amortization
•EMI or EMIs. Equity Method Investment(s)
•EPIC. Epic Crude Holdings, LP, a Delaware limited partnership
•FASB. Financial Accounting Standards Board
•FOMC. Federal Open Market Committee
•GAAP. United States Generally Accepted Accounting Principles
•Kings Landing Project. The Kings Landing gas processing complex in Eddy County, New Mexico, which was placed into service in September 2025.
•MBbl. One thousand barrels of crude oil, condensate or NGLs
•MBbl/d. One MBbl per day
•Mcf. One thousand cubic feet of natural gas
•Mcf/d. One Mcf per day
•MMBtu. One million British thermal units
•MMcf. One million cubic feet of natural gas
•MMcf/d. One MMcf per day
•MVC. Minimum volume commitments
•NGL or NGLs. Natural gas liquids. Hydrocarbons found in natural gas, which may be extracted as liquefied petroleum gas and natural gasoline
•Permian Gathering. RC Permian Gathering, LLC, a Delaware limited liability company
•PHP. Permian Highway Pipeline, LLC, a Delaware limited liability company
•Throughput. The volume of crude oil, natural gas, NGLs, water and refined petroleum products transported or passing through a pipeline, plant, terminal or other facility during a particular period
•SEC. United States Securities and Exchange Commission
•Shin Oak. Shin Oak NGL Pipeline
•SOFR. Secured Overnight Financing Rate
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FORWARD-LOOKING STATEMENTS AND RISKS
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this Quarterly Report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans, and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “continue,” “seek,” “guidance,” “might,” “outlook,” “possibly,” “potential,” “prospect,” “should,” “would,” or similar terminology, but the absence of these words does not mean that a statement is not forward-looking. Although we believe that the expectations reflected in such forward-looking statements are reasonable under the circumstances, we can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, assumptions about:
•our ability to integrate operations or realize any anticipated benefits, savings or growth of business combinations. See Note 2 — Business Combinations in the Notes to our Condensed Consolidated Financial Statements set forth in this Form 10-Q;
•the market prices of oil, natural gas, NGLs, and other products or services;
•competition from other pipelines, terminals or other forms of transportation and competition from other service providers for gathering system capacity and availability;
•production rates, throughput volumes, reserve levels and development success of dedicated oil and gas fields;
•our future financial condition, results of operations, liquidity, compliance with debt covenants and competitive position;
•our future revenues, cash flows and expenses;
•our access to capital and our anticipated liquidity;
•our future business strategy and other plans and objectives for future operations;
•the amount, nature and timing of our future capital expenditures, including future development costs;
•the risks associated with potential acquisitions, divestitures, new joint ventures or other strategic opportunities;
•the risks associated with the construction of midstream infrastructure, including delays and cost overruns;
•the recruitment and retention of our officers and personnel;
•the likelihood of success and impact of litigation and other proceedings, including regulatory proceedings;
•our assessment of our counterparty risk and the ability of our counterparties to perform their future obligations;
•the impact of federal, state and local political, regulatory and environmental developments where we conduct our business operations;
•the changes in the U.S. and foreign trade policy and the impact of tariffs on our business and results of operations;
•the occurrence of an extreme weather event, terrorist attack or other event that materially impacts project construction and our operations, including cyber or other operational electronic systems;
•our ability to successfully implement, execute and achieve our sustainability goals and initiatives;
•the realizability and valuation allowance assessment of our net deferred tax asset position;
•general economic and political conditions, including prevailing interest rates, inflationary conditions, global geopolitical conflicts and
•other factors disclosed in “Part I, Item 1A. — Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026.
iii
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Other factors or events that could cause the actual results of Kinetik Holdings, Inc. (the “Company” or “Kinetik”) to differ materially from the Company’s expectations may emerge from time to time, and it is not possible for the Company to predict all such factors or events. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. All forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, the Company disclaims any obligation to update or revise its forward-looking statements, whether based on changes in internal estimates or expectations, new information, future developments or otherwise.
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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||||||||
| Service revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Product revenue | ||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||
Total operating revenues | ||||||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||
Cost of sales (excluding depreciation and amortization expenses)(1) (2) | ||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||
| Ad valorem taxes | ||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
| Depreciation and amortization expenses | ||||||||||||||||||||||||||
| (Gain) loss on disposal of assets, net | ( | ( | ( | |||||||||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest and other income | ||||||||||||||||||||||||||
| Loss on debt extinguishment | ( | |||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | ||||||||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | |||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income including noncontrolling interest | ||||||||||||||||||||||||||
| Net income attributable to Common Unit limited partners | ||||||||||||||||||||||||||
| Net income attributable to holders of Class A Common Stock | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income attributable to holders of Class A Common Stock, per share | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted-average shares | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
(1)Cost of sales (excluding depreciation and amortization) is net of gas service revenues totaling $101.1 million and $88.3 million for the three months ended September 30, 2026 and 2025, respectively, and $314.0 million and $224.1 million for the nine months ended September 30, 2026 and 2025, respectively, for certain volumes where we function as principal.
(2)Includes amounts associated with related parties of $6.6 million and $6.6 million for the three months ended September 30, 2026 and 2025, respectively, and $22.0 million and $18.3 million for the nine months ended September 30, 2026 and 2025, respectively.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands, except shares data) | ||||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable, net of allowance for credit losses of $ | ||||||||||||||
| Accounts receivable pledged | ||||||||||||||
| Derivative assets | ||||||||||||||
| Prepaid and other current assets | ||||||||||||||
| NONCURRENT ASSETS: | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Derivative assets | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Deferred tax assets | ||||||||||||||
| Deferred charges and other assets | ||||||||||||||
| Investments in unconsolidated affiliates | ||||||||||||||
| Goodwill | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES, NONCONTROLLING INTEREST AND EQUITY | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Derivative liabilities | ||||||||||||||
| Current portion of operating lease liabilities | ||||||||||||||
| Current debt obligations | ||||||||||||||
| Other current liabilities | ||||||||||||||
| NONCURRENT LIABILITIES | ||||||||||||||
| Long-term debt, net | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Derivative liabilities | ||||||||||||||
| Other liabilities | ||||||||||||||
| Deferred tax liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 16) | ||||||||||||||
| Redeemable noncontrolling interest — Common Unit limited partners | ||||||||||||||
| EQUITY: | ||||||||||||||
Class A Common Stock: $ | ||||||||||||||
Class C Common Stock: $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total equity | ( | ( | ||||||||||||
| Total liabilities, noncontrolling interest and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands) | ||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||
| Net income including noncontrolling interest | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization expenses | ||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||
| Amortization of contract cost assets | ||||||||||||||
| Contingent liability fair value adjustment | ||||||||||||||
| Distributions from unconsolidated affiliates | ||||||||||||||
| Derivative settlements | ( | |||||||||||||
| Derivative fair value adjustments | ( | |||||||||||||
| Gain on disposal of assets, net | ( | ( | ||||||||||||
| Equity in earnings of unconsolidated affiliates | ( | ( | ||||||||||||
| Loss on debt extinguishment | ||||||||||||||
| Share-based compensation | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts and pledged receivable | ( | ( | ||||||||||||
| Other assets | ( | ( | ||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued liabilities | ||||||||||||||
| Other non-current liabilities | ( | |||||||||||||
| Operating leases | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||
| Property, plant and equipment expenditures | ( | ( | ||||||||||||
| Intangible asset expenditures | ( | ( | ||||||||||||
| Investments in unconsolidated affiliates | ( | ( | ||||||||||||
| Distributions from unconsolidated affiliates | ||||||||||||||
| Cash proceeds from disposal of assets | ||||||||||||||
| Net cash paid for acquisition | ( | |||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||
| Proceeds from borrowings under A/R Facility | ||||||||||||||
| Payments on A/R Facility | ( | ( | ||||||||||||
| Proceeds from borrowings on long-term debt | ||||||||||||||
| Payments on long-term debt | ( | |||||||||||||
| Payments of debt issuance costs, net | ( | ( | ||||||||||||
| Payments of debt discount, net | ( | |||||||||||||
| Proceeds from revolving line of credit | ||||||||||||||
| Payments on revolving line of credit | ( | ( | ||||||||||||
| Cash dividends paid to Class A Common Stock shareholders | ( | ( | ||||||||||||
| Distributions paid to Class C Common Unit limited partners | ( | ( | ||||||||||||
| Repurchases of Class A Common Stock | ( | |||||||||||||
| Net cash (used in) provided by financing activities | ( | |||||||||||||
| Net change in cash | ||||||||||||||
| CASH, BEGINNING OF PERIOD | ||||||||||||||
| CASH, END OF PERIOD | $ | $ | ||||||||||||
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands) | ||||||||||||||
| SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES | ||||||||||||||
| Cash paid for interest, net of amounts capitalized | $ | $ | ||||||||||||
Cash paid for income taxes, net | $ | $ | ||||||||||||
| Property and equipment and intangible accruals in accounts payable and accrued liabilities | $ | $ | ||||||||||||
Right-of-use assets obtained in exchange for lease liabilities | $ | $ | ||||||||||||
| Class A Common Stock issued through dividend and distribution reinvestment plan | $ | $ | ||||||||||||
Fair value of assets acquired in business combinations | $ | $ | ||||||||||||
Cash consideration paid | ||||||||||||||
Liabilities assumed | $ | $ | ||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS
(UNAUDITED)
| 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 Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of deferred consideration for Durango Acquisition | — | — | — | ( | ( | — | — | — | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of Common Units | ( | — | ( | — | — | — | — | — | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock through dividend and distribution reinvestment plan | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A Common Stock | — | ( | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in redemption value of noncontrolling interests | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recognition of deferred tax asset | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to Common Unit limited partners | ( | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on Class A Common Stock ($ | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of Common Units | ( | — | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock through dividend and distribution reinvestment plan | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in redemption value of noncontrolling interest | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recognition of deferred tax asset | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to Common Unit limited partners | ( | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on Class A Common Stock ($ | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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KINETIK HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS
(UNAUDITED)
| 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 Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of deferred consideration for Durango Acquisition | — | — | — | ( | ( | — | — | — | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of Common Units | ( | — | ( | — | — | — | — | — | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock through dividend and distribution reinvestment plan | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A Common Stock | — | ( | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in redemption value of noncontrolling interest | ( | — | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recognition of deferred tax asset | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to Common Unit limited partners | ( | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on Class A Common Stock ($ | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of Common Units | ( | ( | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock through dividend and distribution reinvestment plan | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in redemption value of noncontrolling interest | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recognition of deferred tax asset | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to Common Unit limited partners | ( | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on Class A Common Stock ($ | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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KINETIK HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
These Condensed Consolidated Financial Statements have been prepared by Kinetik Holdings Inc. (the “Company”), without audit, pursuant to the rules and regulations of the SEC. They reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for interim periods, on a basis consistent with the annual audited financial statements, with the exception of recently adopted accounting pronouncements. All such adjustments are of a normal recurring nature. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. This Quarterly Report should be read along with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026.
1. THE ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company is a holding company, whose only significant assets are ownership of the non-economic general partner interest and an approximate 50 % limited partner interest in Kinetik Holdings LP, a Delaware limited partnership (the “Partnership”). As the owner of the non-economic general partner interest in the Partnership, the Company is responsible for all operational, management and administrative decisions related to, and consolidates the results of, the Partnership and its subsidiaries.
The Company provides comprehensive gathering, produced water disposal, transportation, compression, processing and treating services necessary to bring natural gas, NGLs and crude oil to market. Additionally, the Company owns equity interests in two separate Permian Basin pipeline entities that have access to various markets along the U.S. Gulf Coast and Mexico.
Basis of Presentation
Significant Accounting Policies
The accounting policies that we follow are set forth in Note 2—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. There were no significant updates or revisions to our accounting policies during the three and nine months ended September 30, 2026.
Transactions with related parties
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses (“ASU 2024-03”). In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 and ASU 2025-01 require a public business entity
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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. The Company is currently evaluating the effect that ASU 2024-03 and ASU 2025-01 will have on the disclosures within its Consolidated Financial Statements, including evaluation of disclosure requirements and identification of the expense categories and underlying data that will be necessary to comply with the new guidance.
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 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. 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 (“ASU 2025-12”), 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, including identifying potential provisions within the guidance that could be applicable to the Company and evaluating the related disclosure and reporting requirements. The Company expects to adopt the amendments when they become effective.
2. BUSINESS COMBINATIONS
For acquired businesses, we recognize the identifiable assets acquired and the liabilities assumed at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Determining the fair value of these items requires management’s judgment and the utilization of an independent valuation specialist, if applicable, and involves the use of significant estimates and assumptions.
Barilla Draw Acquisition
3. REVENUE RECOGNITION
Disaggregation of Revenue
The following table presents a disaggregation of the Company’s revenue:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Gathering and processing services | $ | $ | $ | $ | ||||||||||||||||||||||
| Natural gas, NGLs and condensate sales | ||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||
There have been no significant changes to the Company’s contracts with customers during the three and nine months ended September 30, 2026. The Company recognized $0.3 million and $4.6 million in revenues from MVC deficiency payments for the three and nine months ended September 30, 2026, respectively, and $0.2 million and $1.0 million for the three and nine months ended September 30, 2025, respectively.
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Remaining Performance Obligations
The following table presents our estimated revenue from contracts with customers for remaining performance obligations that have not yet been recognized, representing our contractually committed revenues as of September 30, 2026:
| Amount | ||||||||
| Fiscal Year | (In thousands) | |||||||
| Remaining 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| $ | ||||||||
Our contractually committed revenue, for the purposes of the table above, is limited to customer contracts that have fixed pricing and fixed volume terms and conditions, including contracts with payment obligations associated with MVCs.
Contract Liabilities
The following table provides information about contract liabilities from contracts with customers as of September 30, 2026:
| Amount | ||||||||
| (In thousands) | ||||||||
| Balance at December 31, 2025 | $ | |||||||
| Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied | ( | |||||||
| Cash received in advance and not recognized as revenue | ||||||||
| Balance at September 30, 2026 | ||||||||
| Less: Current portion | ||||||||
| Non-current portion | $ | |||||||
Contract liabilities relate to payments received in advance of satisfying performance obligations under a contract, which result from contribution in aid of construction payments. Current and noncurrent contract liabilities are included in “Other Current Liabilities” and “Contract Liabilities,” respectively, in the Condensed Consolidated Balance Sheets.
Contract Cost Assets
The Company has capitalized certain costs incurred to obtain a contract or additional contract dedicated acreage or volumes that would not have been incurred if the contract or associated acreage and volumes had not been obtained. As of September 30, 2026 and December 31, 2025, the Company had contract cost assets of $64.5 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 cost of sales associated with these assets of $2.1 million and $1.7 million for the three months ended September 30, 2026 and 2025, respectively, and $6.1 million and $5.1 million for the nine months ended September 30, 2026 and 2025, respectively.
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4. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, at carrying value, is as follows:
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| Gathering, processing, and transmission systems and facilities | $ | $ | |||||||||
| Vehicles | |||||||||||
| Computers and equipment | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Total depreciable assets, net | |||||||||||
| Construction in progress | |||||||||||
| Land | |||||||||||
| Total property, plant, and equipment, net | $ | $ | |||||||||
5. INTANGIBLE ASSETS, NET
Intangible assets, net, are comprised of the following:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (In thousands) | Gross Amount | Accumulated Amortization | Net | Gross Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||
| Customer contracts | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Right-of-way assets | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
As of September 30, 2026, the remaining customer contract amortization terms range from two months to fifteen years with weighted average amortization periods of approximately seven years and the right-of-way assets remaining amortization terms range from ten months to thirteen years with weighted average amortization periods of approximately six years . The overall remaining weighted average amortization period for the intangible assets as of September 30, 2026 was approximately seven years .
The Company recorded $36.5 million and $37.0 million of amortization expenses for the three months ended September 30, 2026 and 2025, respectively, and $109.6 million and $104.3 million for the nine months ended September 30, 2026 and 2025, respectively. There was no
6. EQUITY METHOD INVESTMENTS
As of September 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. For each EMI pipeline entity, the Company has the ability to exercise significant influence based on certain governance provisions and its participation in the significant activities and decisions that impact the management and economic performance of the EMI pipeline.
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The table below presents the ownership percentages and investment balances held by the Company for each entity:
| September 30, | December 31, | |||||||||||||||||||
Ownership | 2026 | 2025 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
PHP | $ | $ | ||||||||||||||||||
Breviloba | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
The unamortized basis differences included in the EMI pipeline balances were $187.8 million and $193.6 million as of September 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 in earnings of unconsolidated affiliates over the useful lives of the underlying pipeline assets. In addition, there was capitalized interest of $22.4 million and $23.0 million as of September 30, 2026 and December 31, 2025, respectively. Capitalized interest is amortized on a straight-line basis into equity in earnings of unconsolidated affiliates.
The following table presents the activity in the Company’s EMIs for the nine months ended September 30, 2026:
| Permian Highway Pipeline LLC | Breviloba, LLC | Total | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | |||||||||||||||||
| Contributions and acquisitions | ||||||||||||||||||||
Distributions(1) | ( | ( | ( | |||||||||||||||||
Equity income, net(2) | ||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | |||||||||||||||||
(1)Distributions consisted of a return on investment of $203.4 million, which was included in cash flows from operating activities.
Summarized Financial Information
The following table represents selected financial information for the Company’s ongoing EMI pipelines (on a 100 percent basis) for the three and nine months ended September 30, 2026 and 2025.
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Permian Highway Pipeline LLC | Breviloba, LLC | Permian Highway Pipeline LLC | Breviloba, LLC | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Permian Highway Pipeline LLC | Breviloba, LLC | Permian Highway Pipeline LLC | Breviloba, LLC | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
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7. DEBT AND FINANCING COSTS
Accounts Receivable Securitization Facility
On March 31, 2026, the Partnership executed Amendment No. 2 to its accounts receivable securitization facility, originally dated April 2, 2024 (the “A/R Facility” and, as amended, the “Amended A/R Facility”), with PNC Bank, National Association (“PNC Bank”). Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027, with a final maturity date of the earlier of (a) 60 days following the scheduled termination date, and (b) the termination date unless such termination date occurs solely as a result of the scheduled termination date’s occurrence. 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.
Under the Amended A/R Facility, the Company is subject to pay a yield to the purchasers equal to the highest of (i) the overnight bank funding rate, plus 0.50 %, (ii) the prime rate, and (iii) daily simple SOFR, plus 1.00 %, and a drawn fee of 0.85 %. The Company also pays a fee of 0.40 % on the undrawn committed amount of the Amended A/R Facility. Yield and fees payable by the Company under the Amended A/R Facility are due monthly. As of September 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.
Revolving Credit Agreement
On May 30, 2025, the Partnership entered into a new revolving credit agreement (the “Revolving Credit Agreement”) among PNC Bank, National Association, as administrative agent (“PNC Bank”), and the banks and other financial institutions party thereto, as lenders. The Revolving Credit Agreement provides for a $1.60 billion senior unsecured revolving credit facility, which includes a $200.0 million sublimit for the issuance of letters of credit, and a $300.0 million sublimit for swingline loans, and matures on May 30, 2030. 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 the straight-line method. As of September 30, 2026, there were unamortized debt issuance costs of $7.0 million. As of September 30, 2026, we had an outstanding borrowing of $525.0 million and letters of credit obligations of $12.6 million, and remaining borrowing capacity of $1.06 billion.
The following table summarizes the Company’s debt obligations as of September 30, 2026 and December 31, 2025:
| September 30, | December 31, | |||||||||||||||||||
| Maturity | 2026 | 2025 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
A/R Facility(1) | March 30, 2027 | $ | $ | |||||||||||||||||
Total current debt obligations | $ | $ | ||||||||||||||||||
Unsecured term loan(2) | May 30, 2028 | $ | $ | |||||||||||||||||
| June 15, 2030 | ||||||||||||||||||||
| December 15, 2028 | ||||||||||||||||||||
Revolving line of credit(3) | May 30, 2030 | |||||||||||||||||||
| Total long-term debt | ||||||||||||||||||||
Unamortized debt issuance costs, net(4) | ( | ( | ||||||||||||||||||
Unamortized debt premiums and discounts, net(5) | ( | ( | ||||||||||||||||||
| Total long-term debt, net | $ | $ | ||||||||||||||||||
(1)The effective interest rate was 4.77 % and 4.65 % as of September 30, 2026 and December 31, 2025, respectively.
(2)The effective interest rate of the Term Loan Credit Agreement was 5.63 % and 5.44 % as of September 30, 2026 and December 31, 2025, respectively.
(3)The weighted average effective interest rate of the Revolving Credit Agreement was 5.63 % and 5.44 % as of September 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 September 30, 2026, unamortized debt issuance costs consisted of $1.7 million to the unsecured term loan, $7.1 million to the 2028 Notes and $11.3 million to the 2030 Notes.
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(5)The original debt premium, net of debt discount was included in the Condensed Consolidated Balance Sheets as an adjustment to the respective loans and amortized over the life of the loans using the effective interest method. As of September 30, 2026, there was an unamortized debt discount of $2.0 million to the unsecured term loan and debt premium, net, of $1.1 million to the 2028 Notes.
The table below presents the components of the Company’s financing costs, net of capitalized interest:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Capitalized interest | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Debt issuance costs | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Total financing costs, net of capitalized interest | $ | $ | $ | $ | ||||||||||||||||||||||
Compliance with our Covenants
As of September 30, 2026, the Partnership was in compliance with all customary and financial covenants. Please refer to information regarding our customary and financial covenants included in Note 8—Debt and Financing Costs of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
Fair Value of Financial Instruments
The fair value of the Company and its subsidiaries’ consolidated debt as of September 30, 2026 and December 31, 2025 was $3.95 billion and $3.88 billion, respectively. On September 30, 2026, the senior unsecured notes’ fair value was based on Level 1 inputs, the Term Loan Credit Agreement’s and Revolving Credit Agreement’s fair values were based on Level 3 inputs and the Amended A/R Facility’s fair value approximates its carrying value due to its short-term nature.
8. ACCRUED EXPENSES
The following table provides the Company’s current accrued expenses on September 30, 2026 and December 31, 2025:
| September 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands) | ||||||||||||||
| Accrued product purchases | $ | $ | ||||||||||||
| Accrued taxes | ||||||||||||||
| Accrued salaries, vacation, and related benefits | ||||||||||||||
| Accrued capital expenditures | ||||||||||||||
| Accrued interest | ||||||||||||||
| Accrued other expenses | ||||||||||||||
| Total accrued expenses | $ | $ | ||||||||||||
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 September 30, 2026 and December 31, 2025.
9. LEASES
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million for the nine months ended September 30, 2026 and 2025, respectively. Variable lease costs were immaterial for the three and nine months ended September 30, 2026 and 2025.
The following table presents other supplemental lease information:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | |||||||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average remaining lease term - operating leases (in years) | |||||||||||||||||||||||
| Weighted-average discount rate - operating leases | % | % | % | % | |||||||||||||||||||
10. EQUITY
Redeemable Noncontrolling Interest — Common Unit Limited Partners
The redemption option of the Common Unit is not legally detachable or separately exercisable from the instrument and is non-transferable; the Common Unit is redeemable at the option of the holder. Therefore, the Common Unit is accounted for as redeemable noncontrolling interest and classified as temporary equity on the Company’s Condensed Consolidated Balance Sheets. During the nine months ended September 30, 2026, 15.6 one -for-one basis for shares of Class A Common Stock, par value $0.0001 per share of the Company (“Class A Common Stock” or “Class A Shares”) and a corresponding number of shares of Class C Common Stock, par value $0.0001 per share of the Company (“Class C Common Stock” or “Class C Shares”) were cancelled. There were 81.9 4.21 billion as of September 30, 2026.
Common Stock
As of September 30, 2026, there were 80.5 81.9
Share Repurchase Program
In February 2023, the Board of Directors (the “Board”) approved a share repurchase program (“Repurchase Program”), authorizing discretionary purchases of the Company’s Class A Common Stock up to $100.0 million in aggregate. In May 2025, the Board approved a $400.0 million increase to the previously announced Repurchase Program, pursuant to which we are authorized to repurchase the Company’s Class A Common Stock for an aggregate purchase price of up to $500.0 million. Repurchases may be made at management’s discretion from time to time, in accordance with applicable securities laws, on the open market or through privately negotiated transactions and may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. Privately negotiated repurchases from affiliates are also authorized under the Repurchase Program, subject to such affiliates’ interest and other limitations. The repurchases will depend on market conditions and may be discontinued at any time without prior notice.
During the three and nine months ended September 30, 2026, the Company did no
Dividend
On July 31, 2026, the Company made cash dividend payments of $131.8 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. For the nine months ended September 30, 2026, the Company made cash dividend payments of $394.9 million to holders of Class A Common Stock and Common Units and $1.6 million was reinvested in shares of Class A Common Stock.
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11. FAIR VALUE MEASUREMENTS
The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Commodity swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate derivatives | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Commodity swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Commodity swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate derivatives | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Commodity swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate derivatives | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
Our derivative contracts consist of interest rate swaps and commodity swaps. The valuation of these derivative contracts involved both observable publicly quoted prices and certain credit valuation inputs that may not be readily observable in the marketplace. As such, derivative contracts are classified as Level 2 in the hierarchy. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for further discussion related to commodity swaps and interest rate derivatives.
Long-term debt’s carrying value can vary from fair value. 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 among Levels 1, 2 or 3 of the fair value hierarchy during the three and nine months ended September 30, 2026 and 2025.
12. DERIVATIVES AND HEDGING ACTIVITIES
The Company is exposed to certain risks arising from both its business operations and economic conditions, and it enters into certain derivative contracts to manage exposure to these risks. To minimize counterparty credit risk in derivative instruments, the Company enters into transactions with high credit-rating counterparties. The Company did not elect to apply hedge accounting to these derivative contracts and recorded the fair value of the derivatives on the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025.
Interest Rate Risk
The Company manages market risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and by using derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from activities that result in the payment of known or uncertain future cash amounts, the value of which is determined by interest rates.
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The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate in the contract.
As of September 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. The fair value or settlement value of the consolidated interest rate swaps outstanding is presented on a gross basis on the Condensed Consolidated Balance Sheets.
The following table presents the fair value of derivative assets and liabilities related to the interest rate swap contracts:
| September 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands) | ||||||||||||||
Derivative assets - current | $ | $ | ||||||||||||
| Derivative assets - noncurrent | ||||||||||||||
| Total derivative assets | $ | $ | ||||||||||||
| Derivative liabilities - current | $ | $ | ||||||||||||
| Total derivative liabilities | $ | $ | ||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Realized gain on interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Favorable (unfavorable) fair value adjustment | $ | $ | ( | $ | $ | |||||||||||||||||||||
Commodity Price Risk
The results of the Company’s operations may be affected by the market prices of oil, natural gas and NGLs. A portion of the Company’s revenue is directly tied to local natural gas, natural gas liquids and condensate prices in the Permian Basin and the U.S. Gulf Coast. 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 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. These contracts are for various notional quantities of NGLs, natural gas and crude. Similarly, the Company has entered into various natural gas basis spread swaps. These contracts are effective over the next 1 to 27 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.
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The following table presents detailed information on commodity swaps outstanding as of September 30, 2026 (in thousands, except volumes):
| September 30, 2026 | ||||||||||||||||||||
| Commodity | Unit | Notional Volume | Net Fair Value | |||||||||||||||||
| Natural Gas | MMBtus | $ | ||||||||||||||||||
| NGL | Gallons | ( | ||||||||||||||||||
| Crude | Bbl | ( | ||||||||||||||||||
Natural Gas Basis Spread Swaps | MMBtus | |||||||||||||||||||
| $ | ( | |||||||||||||||||||
| September 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands) | ||||||||||||||
Derivative assets - current | $ | $ | ||||||||||||
| Derivative assets - noncurrent | ||||||||||||||
Total derivative assets | $ | $ | ||||||||||||
| Derivative liabilities - current | $ | $ | ||||||||||||
Derivative liabilities - noncurrent | ||||||||||||||
Total derivative liabilities | $ | $ | ||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Realized gain (loss) on commodity swaps | $ | $ | $ | ( | $ | |||||||||||||||||||||
| (Unfavorable) favorable fair value adjustment | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||
13. SHARE-BASED COMPENSATION
The Company granted various Class A and Class C Shares, restricted stock units (“RSUs”) and performance stock units (“PSUs”) to members of the Board and employees. The Class A Shares and Class C Shares and RSUs are subject to service requirements for vesting and the PSUs have both service requirements and market condition performance requirements for vesting. These units are recorded at grant-date fair value and compensation expense is recognized on a straight‑line or graded straight-line basis over the vesting period within “general and administrative expenses” of the Condensed Consolidated Statements of Operations in accordance with FASB ASC 718 , Compensation - Stock Compensation . Forfeitures are recognized as they occur.
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Class A Shares and Class C Shares
The table below summarizes Class A Share and Class C Share activities for the nine months ended September 30, 2026:
Number of Shares | Weighted Avg Grant-Date Fair Market Value Per Unit | |||||||||||||
Outstanding and unvested shares at December 31, 2025 | $ | |||||||||||||
Vested(1) | ||||||||||||||
Outstanding and unvested shares at September 30, 2026(2) | $ | |||||||||||||
(1)Represented vesting of 2,557,454 shares of Class A Shares and 325,566 shares of Class C Shares. All the vested shares were issued and outstanding and held in escrow upon the closing of the Altus Merger in 2022.
(2)Represented Class A Shares that were issued in connection with the closing of the Altus Merger in 2022, which had zero grant date fair value as the vesting of such shares was contingent upon the sale of the Company’s Class A Common Stock by a certain third party. The likelihood and timing of this event could not be reasonably estimated as of September 30, 2026. If there is no additional sale of the Company’s Class A Common Stock made by such 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 and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Aggregate intrinsic value of vested Class A Shares and Class C Shares | $ | $ | $ | $ | ||||||||||||||||||||||
Grant-date fair value of vested Class A Shares and Class C Shares | $ | $ | $ | $ | ||||||||||||||||||||||
Restricted Stock Units
RSUs were granted to certain executives and employees under the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan (the “2019 Plan”) with various service vesting requirements. Such RSUs may be settled only for shares of Class A Common Stock on a one -for-one basis, contingent upon continued employment.
The table below summarizes RSU activities for the nine months ended September 30, 2026:
Number of Shares | Weighted Avg Grant-Date Fair Market Value Per Unit | |||||||||||||
Outstanding and unvested shares at December 31, 2025 | $ | |||||||||||||
Granted | ||||||||||||||
Vested | ||||||||||||||
Forfeited | ||||||||||||||
Outstanding and unvested shares at September 30, 2026 | $ | |||||||||||||
The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of RSUs for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
| Aggregate intrinsic value of vested RSUs | $ | $ | $ | $ | ||||||||||||||||||||||
| Grant-date fair value of vested RSUs | $ | $ | $ | $ | ||||||||||||||||||||||
As of September 30, 2026, there were $36.1 million of unrecognized compensation costs related to the RSUs. These costs are expected to be recognized over a weighted average period of 1.72 years.
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Performance Stock Units
The Company granted PSUs pursuant to the 2019 Plan to certain of its employees and executives. These PSUs vest and become earned upon the achievement of certain performance goals based on the Company’s annualized absolute total stockholder return and the Company’s relative total stockholder return as compared to the performance peer group during a three-year performance period. Depending on the results achieved during the three-year performance period, the actual number of Class A Common Stock that a holder of the PSUs earns at the end of the performance period may range from 0 % to 200 % of the target number of PSUs granted. The fair value of the PSUs is determined using a Monte Carlo simulation at the grant date. The Company recognizes compensation expense for PSUs on a straight-line basis over the performance period. Any PSU not earned at the end of the performance period will be forfeited.
The table below summarizes PSU activities for the nine months ended September 30, 2026:
Number of Shares | Weighted Avg Grant-Date Fair Market Value Per Unit | |||||||||||||
| Outstanding and unvested shares at December 31, 2025 | $ | |||||||||||||
| Granted | ||||||||||||||
Forfeited | ||||||||||||||
Outstanding and unvested shares at September 30, 2026 | $ | |||||||||||||
The table below presents a summary of the grant-date fair value assumptions used to value the PSUs granted during 2026:
| February 2026 | ||||||||
| Grant-date fair value per unit | $ | |||||||
| Beginning average price | $ | |||||||
| Risk-free interest rate | ||||||||
| Volatility factor | ||||||||
| Expected term | ||||||||
As of September 30, 2026, there were $11.0 million of unrecognized compensation costs related to the PSUs. These costs are expected to be recognized over a weighted average period of 1.85 years.
With respect to the above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $9.3 million and $14.2 million for the three months ended September 30, 2026 and 2025, respectively, and $39.1 million and $44.6 million for the nine months ended September 30, 2026 and 2025, respectively.
14. INCOME TAXES
The Company is subject to U.S. federal income tax and state taxes. Income tax expense included in the Condensed Consolidated Financial Statements in this Quarterly Report is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Effective tax rate | % | % | % | % | ||||||||||||||||||||||
The effective tax rate for the three and nine months ended September 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.
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15. NET INCOME PER SHARE
The computation of basic and diluted net income per share for the periods presented in the Condensed Consolidated Financial Statements is shown in the tables below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||||||||
| Net income attributable to holders of Class A Common Stock | $ | $ | $ | $ | ||||||||||||||||||||||
Less: Net income available to participating unvested restricted Class A common shareholders(1) | ( | ( | ( | ( | ||||||||||||||||||||||
| Total net income attributable to holders of Class A Common Stock | $ | $ | $ | $ | ||||||||||||||||||||||
Weighted average shares outstanding - basic | ||||||||||||||||||||||||||
Dilutive effect of unvested Class A common shares(2) | ||||||||||||||||||||||||||
Weighted average shares outstanding - diluted(3) | ||||||||||||||||||||||||||
| Net income available per common share - basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income available per common share - diluted | $ | $ | $ | $ | ||||||||||||||||||||||
(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.
(3)The effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) would have been anti-dilutive for all periods presented in which the Common Units were outstanding.
16. COMMITMENTS AND CONTINGENCIES
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.
Litigation
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 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.
The Company and certain of its affiliates are currently defending against two lawsuits brought by Energy Transfer GC NGL Product Services, LLC (“ET”) (formerly Lone Star NGL Product Services, LLC) individually and on behalf of certain of its affiliates, which allege breach of contract and related tort claims arising from two long-term NGL purchase agreements, and which seek remedies in the form of monetary damages, declaratory relief, and specific performance. The first lawsuit was filed in 2021, and the second was filed in 2025 to assert similar claims against additional subsidiaries of the Company. The lawsuits have been consolidated in the Texas Business Court. A bench trial was held in late March and April 2026, and the matter is currently pending before the court. As of September 30, 2026 and December 31, 2025, the Company has accrued immaterial
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. The Company will continue to monitor developments in this matter and update its evaluation as warranted.
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Environmental Matters
The Company is subject to various local, state, and federal laws and regulations relating to various environmental matters during the ordinary course of business. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our operations. Moreover, changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly requirements could require the Company to make significant expenditures to attain and maintain compliance or may otherwise have a material adverse effect on its operations, competitive position, or financial condition.
In connection with the Durango Acquisition, the Company became potentially subject to civil penalties related to excess emission violations of certain gas plants and compressor stations acquired. Based on information currently available and management’s judgment with respect to the nature, timing and probable resolution of this matter, the Company estimated an environmental matter-related liability of $11.8 million and $14.0 million as of September 30, 2026 and December 31, 2025, respectively. This liability was classified as a current liability and included in “Other current liabilities” in the Condensed Consolidated Balance Sheets as of September 30, 2026 as the Company expects the matter to be settled within the next 12 months.
Contingent Liabilities
Durango Acquisition
On June 24, 2024, the Company consummated the previously announced Durango Acquisition. Pursuant to the Durango MIPA, Durango Seller was entitled to an earn-out of up to $75.0 million in cash contingent upon the completion of the Kings Landing Project and its placement into service. The earn-out was subject to reduction based on actual capital costs associated with the Kings Landing Project. The Company determined the earn-out consideration to be classified as a liability based on the settlement provision. 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
Permian Gas Acquisition
17. SEGMENTS
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. No operating segments have been aggregated to form the reportable segments. Therefore, our two
•Midstream Logistics: The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal.
•Pipeline Transportation: The Pipeline Transportation segment consists of equity method investments in two Permian Basin pipelines that access various points along the U.S. Gulf Coast and Mexican markets, Kinetik NGL Pipeline System and Delaware Link Pipeline assets. The current operating pipelines transport natural gas and NGLs.
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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 and debt extinguishment, 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. The CODM considers budget-to-actual and forecast-to-actual variances on a monthly basis for both measures when making decisions about allocating capital and personnel to the segments.
The Midstream Logistics segment accounts for more than 99 % of the Company’s operating revenues, cost of sales (excluding depreciation and amortization), operating expenses and ad valorem expenses. The Pipeline Transportation segment contains all of the Company’s equity method investments, which contribute more than 88 % of the segment’s adjusted EBITDA. Corporate and Other activities contain the Company’s executive and administrative functions, including more than 82 % of the Company’s general and administrative expenses and all of the Company’s debt service costs.
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 September 30, 2026 and 2025:
| Midstream Logistics | Pipeline Transportation | Corporate and Other(1) | Elimination | Consolidated | ||||||||||||||||||||||||||||
For the three months ended September 30, 2026 | (In thousands) | |||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||
Intersegment revenue(2) | ( | — | ||||||||||||||||||||||||||||||
| Total segment operating revenue | ( | |||||||||||||||||||||||||||||||
| Cost of sales (excluding depreciation and amortization) | ( | — | ( | |||||||||||||||||||||||||||||
| Intersegment cost of sales | ( | — | ||||||||||||||||||||||||||||||
Operating expenses(3) | ( | ( | ( | |||||||||||||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Proportionate EMI EBITDA | ||||||||||||||||||||||||||||||||
Other segment items(4) | ||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(5) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes | ||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(5) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
Add back: | ||||||||||||||||||||||||||||||||
| Other interest income | ||||||||||||||||||||||||||||||||
Gain on disposal of assets, net | ||||||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | ||||||||||||||||||||||||||||||||
Deduct: | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Depreciation and amortization expenses | ||||||||||||||||||||||||||||||||
| Amortization of contract cost assets | ||||||||||||||||||||||||||||||||
| Proportionate EMI EBITDA | ||||||||||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||||||||||
Commodity hedging unrealized loss | ||||||||||||||||||||||||||||||||
| Litigation costs | ||||||||||||||||||||||||||||||||
| Other one-time costs or amortization | ||||||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
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| Midstream Logistics | Pipeline Transportation | Corporate and Other(1) | Elimination | Consolidated | ||||||||||||||||||||||||||||
For the three months ended September 30, 2025 | (In thousands) | |||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||
Intersegment revenue(2) | ( | — | ||||||||||||||||||||||||||||||
| Total segment operating revenue | ( | |||||||||||||||||||||||||||||||
| Cost of sales (excluding depreciation and amortization) | ( | — | ( | |||||||||||||||||||||||||||||
| Intersegment cost of sales | ( | — | ||||||||||||||||||||||||||||||
Operating expenses(3) | ( | ( | ( | |||||||||||||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Proportionate EMI EBITDA | ||||||||||||||||||||||||||||||||
Other segment items(4) | ||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(5) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes | ||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(5) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Add back: | ||||||||||||||||||||||||||||||||
| Other interest income | ||||||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | ||||||||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Depreciation and amortization expenses | ||||||||||||||||||||||||||||||||
| Amortization of contract cost assets | ||||||||||||||||||||||||||||||||
| Proportionate EMI EBITDA | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Loss on disposal of assets | ||||||||||||||||||||||||||||||||
| Commodity hedging unrealized loss | ||||||||||||||||||||||||||||||||
| Contingent liability fair value adjustment | ||||||||||||||||||||||||||||||||
| Integration costs | ||||||||||||||||||||||||||||||||
| Acquisition/divestiture transaction costs | ||||||||||||||||||||||||||||||||
| Litigation costs | ||||||||||||||||||||||||||||||||
| Other one-time costs or amortization | ( | |||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
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| Midstream Logistics | Pipeline Transportation | Corporate and Other(1) | Elimination | Consolidated | ||||||||||||||||||||||||||||
For the nine months ended September 30, 2026 | (In thousands) | |||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||
Intersegment revenue(2) | ( | — | ||||||||||||||||||||||||||||||
| Total segment operating revenue | ( | |||||||||||||||||||||||||||||||
| Cost of sales (excluding depreciation and amortization) | ( | — | ( | |||||||||||||||||||||||||||||
| Intersegment cost of sales | ( | — | ||||||||||||||||||||||||||||||
Operating expenses(3) | ( | ( | ( | |||||||||||||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Proportionate EMI EBITDA | ||||||||||||||||||||||||||||||||
Other segment items(4) | ||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(5) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes | ||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(5) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
Add back: | ||||||||||||||||||||||||||||||||
| Other interest income | ||||||||||||||||||||||||||||||||
Gain on disposal of assets, net | ||||||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | ||||||||||||||||||||||||||||||||
Deduct: | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Depreciation and amortization expenses | ||||||||||||||||||||||||||||||||
| Amortization of contract cost assets | ||||||||||||||||||||||||||||||||
| Proportionate EMI EBITDA | ||||||||||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||||||||||
Commodity hedging unrealized loss | ||||||||||||||||||||||||||||||||
| Integration costs | ||||||||||||||||||||||||||||||||
| Litigation costs | ||||||||||||||||||||||||||||||||
| Other one-time costs or amortization | ||||||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
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| Midstream Logistics | Pipeline Transportation | Corporate and Other(1) | Elimination | Consolidated | ||||||||||||||||||||||||||||
For the nine months ended September 30, 2025 | (In thousands) | |||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||
Intersegment revenue(2) | ( | — | ||||||||||||||||||||||||||||||
| Total segment operating revenue | ( | |||||||||||||||||||||||||||||||
| Cost of sales (excluding depreciation and amortization) | ( | — | ( | |||||||||||||||||||||||||||||
| Intersegment cost of sales | ( | — | ||||||||||||||||||||||||||||||
Operating expenses(3) | ( | ( | ( | |||||||||||||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Proportionate EMI EBITDA | ||||||||||||||||||||||||||||||||
Other segment items(4) | ||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(5) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Reconciliation of Segment Adjusted EBITDA to income (loss) before income taxes | ||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(5) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
Add back: | ||||||||||||||||||||||||||||||||
| Other interest income | ||||||||||||||||||||||||||||||||
| Commodity hedging unrealized gain | ||||||||||||||||||||||||||||||||
| Gain on disposal of assets, net | ||||||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | ||||||||||||||||||||||||||||||||
Deduct: | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Depreciation and amortization expenses | ||||||||||||||||||||||||||||||||
| Amortization of contract cost assets | ||||||||||||||||||||||||||||||||
| Proportionate EMI EBITDA | ||||||||||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||||||||||
| Loss on debt extinguishment | ||||||||||||||||||||||||||||||||
| Contingent liability fair value adjustment | ||||||||||||||||||||||||||||||||
| Integration costs | ||||||||||||||||||||||||||||||||
| Acquisition/divestiture transaction costs | ||||||||||||||||||||||||||||||||
| Litigation costs | ||||||||||||||||||||||||||||||||
| Other one-time costs or amortization | ||||||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
(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 include ad valorem taxes.
(4)Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, commodity hedging unrealized gain or loss, integration costs, litigation costs and other one-time costs or amortization.
(5)Segment Adjusted EBITDA is a non-GAAP measure; please see Key Performance Metrics in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, for a definition and reconciliation to the GAAP measure.
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The following tables present other segment expenses that are not included in the segment profit measurements above for the three and nine months ended September 30, 2026 and 2025:
| Midstream Logistics | Pipeline Transportation | Corporate and Other (1) | Consolidated | |||||||||||||||||||||||
For the three months ended September 30, 2026 | (In thousands) | |||||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
For the three months ended September 30, 2025 | ||||||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||||||||||||||
Capital expenditures(2)(3) | $ | $ | $ | $ | ||||||||||||||||||||||
| Midstream Logistics | Pipeline Transportation | Corporate and Other (1) | Consolidated | |||||||||||||||||||||||
For the nine months ended September 30, 2026 | (In thousands) | |||||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
For the nine months ended September 30, 2025 | ||||||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||||||||||||||
Capital expenditures(2)(3) | $ | $ | $ | $ | ||||||||||||||||||||||
| September 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
Total assets: | (In thousands) | |||||||||||||
Midstream Logistics(4) | $ | $ | ||||||||||||
Pipeline Transportation(5) | ||||||||||||||
| Segment total assets | ||||||||||||||
Corporate and other(1) | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
(1)Corporate and Other activities represent 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)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 for additional information.
(3)Excludes contributions or acquisitions made in the Company’s EMIs that are included in the Pipeline Transportation segment. See Note 6—Equity Method Investments in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report for additional information.
(4)Midstream Logistics segment included goodwill of $5.1
18. SUBSEQUENT EVENTS
On October 13, 2026, the Board declared a cash dividend of $0.81 per share on the Company’s Class A Common Stock, which was paid on October 30, 2026 to stockholders of record as of October 23, 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 October 30, 2026.
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On October 30, 2026, Kinetik Receivables LLC requested an increase of commitments pursuant to Amendment No. 2 to the Receivable Purchase Agreement, originally dated as of April 2, 2024, by $50.0 million. After giving effect to such request, the aggregate commitments under the Amended A/R Facility increased to $275.0 million.
Subsequent to the quarter ended September 30, 2026, 3.0 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 approximate 51 % limited partner interest in the Partnership as of November 3, 2026.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis addresses the results of our operations for the three and nine months ended September 30, 2026, as compared to our results of operations for the same period in 2025. Please read the following discussion of our financial condition and results of operations in conjunction with the financial statements and notes thereto included elsewhere in this report.
Overview
We are an integrated midstream energy company in the Permian Basin providing comprehensive gathering, transportation, compression, processing and treating services. Our operations are strategically located in the heart of the Delaware Basin in the Permian, one of the fastest growing oil and gas development regions in the world. Our core capabilities include a variety of service offerings including natural gas gathering, transportation, compression, treating and processing; NGL stabilization and transportation; produced water gathering and disposal; and crude oil gathering, stabilization, storage and transportation.
Our Operations and Segments
We operate through two reportable segments that generate revenue from various products and services. The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. The Pipeline Transportation segment consists of two EMI pipelines originating in the Permian Basin that provide various access points to the U.S. Gulf Coast and Mexico markets, along with the Kinetik NGL Pipelines, the Brandywine Pipeline, the Delaware Link Pipeline and ECCC Pipeline assets. The pipelines transport natural gas and NGLs within the Permian Basin and to the U.S. Gulf Coast.
Midstream Logistics
Gas Gathering and Processing. The Midstream Logistics segment provides gas gathering and processing services with over 4,300 miles of low and high-pressure steel pipeline located throughout the Delaware Basin and over 825,000 horsepower of compression capacity. Gas processing assets are centralized at eight processing complexes with total cryogenic processing capacity totaling over 2.4 Bcf/d. In addition, the Midstream Logistics segment provides system-wide amine treating and 6.5 MMcf/d of acid gas injection capacity.
Crude Oil Gathering, Stabilization and Storage Services. Crude gathering assets are centralized at the Caprock Stampede Terminal and the Pinnacle Sierra Grande Terminal. The system includes approximately 290 miles of gathering pipeline and 90,000 barrels of crude storage. The crude facilities have connections for takeaway transportation into certain facilities operated by Plains All American Pipeline, L.P. Over 50 miles of gathering pipeline were added to our crude gathering assets through the Barilla Draw Acquisition, which closed in January 2025.
Water Gathering and Disposal. The system includes approximately 370 miles of gathering pipeline and approximately 610,000 barrels per day of permitted disposal capacity.
Pipeline Transportation
EMI pipelines. The Company owns the following equity interests in two EMI pipelines in the Permian Basin with access to various points along the U.S. Gulf Coast: 1) an approximate 55.5% equity interest in PHP, which is operated by Kinder Morgan; and 2) a 33.0% equity interest in Breviloba, the owner of the Shin Oak pipeline, which is operated by Enterprise Products Operating LLC.
Kinetik NGL Pipeline System. The Kinetik NGL Pipeline System consists of over 100 miles of NGL pipelines connecting our East Toyah and Pecos complexes to Waha, including our 20-inch Dewpoint pipeline that spans over 40 miles, and our 28-mile, 20-inch Brandywine Pipeline connecting to our Diamond Cryogenic complex. The Kinetik NGL Pipeline System has a capacity of approximately 580 MBbl/d.
Delaware Link Pipeline. The Delaware Link Pipeline consists of approximately 40 miles of 30-inch diameter pipeline with an initial capacity of approximately 1.0 Bcf/d that provides additional transportation capacity to Waha.
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Recent Developments
ECCC Pipeline
Construction of the ECCC Pipeline was completed and the pipeline was placed into service in June 2026. The ECCC Pipeline establishes a connection between Eddy County, New Mexico and Culberson County, Texas, and provides approximately 150 MMcf/d of initial rich gas throughput capacity.
Amendment to A/R Facility
On March 31, 2026, the Partnership executed Amendment No. 2 to its Amended A/R Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. 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 the PNC Bank’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions from the A/R Facility, including the sustainability rate adjustment, sustainability fee adjustment and related reporting obligations.
On October 30, 2026, Kinetik Receivables LLC requested an increase of commitments pursuant to Amendment No. 2 to the Receivable Purchase Agreement, originally dated as of April 2, 2024, by $50.0 million. After giving effect to such request, the aggregate commitments under the Amended A/R Facility increased to $275.0 million.
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Results of Operations
The following table presents the Company’s results of operations for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | ||||||||||||||||||||||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||||||||||||||||||||
| Service revenue | $ | 116,576 | $ | 103,338 | 13 | % | $ | 297,239 | $ | 343,918 | (14 | %) | ||||||||||||||||||||||||||
| Product revenue | 447,923 | 357,608 | 25 | % | 1,250,956 | 981,703 | 27 | % | ||||||||||||||||||||||||||||||
| Other revenue | 4,902 | 3,023 | 62 | % | 12,622 | 8,349 | 51 | % | ||||||||||||||||||||||||||||||
| Total operating revenues | 569,401 | 463,969 | 23 | % | 1,560,817 | 1,333,970 | 17 | % | ||||||||||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||||||||||||||
Cost of sales (excluding depreciation and amortization) (1) | 300,330 | 235,391 | 28 | % | 726,646 | 615,452 | 18 | % | ||||||||||||||||||||||||||||||
Operating expenses | 71,634 | 76,137 | (6 | %) | 213,857 | 207,785 | 3 | % | ||||||||||||||||||||||||||||||
| Ad valorem taxes | 7,524 | 7,099 | 6 | % | 24,692 | 20,449 | 21 | % | ||||||||||||||||||||||||||||||
| General and administrative expenses | 22,379 | 30,096 | (26 | %) | 92,840 | 91,932 | 1 | % | ||||||||||||||||||||||||||||||
| Depreciation and amortization expenses | 103,803 | 95,409 | 9 | % | 308,967 | 281,845 | 10 | % | ||||||||||||||||||||||||||||||
| (Gain) loss on disposal of assets, net | (7) | 50 | (114 | %) | (62) | (15) | NM | |||||||||||||||||||||||||||||||
| Total operating costs and expenses | 505,663 | 444,182 | 14 | % | 1,366,940 | 1,217,448 | 12 | % | ||||||||||||||||||||||||||||||
| Operating income | 63,738 | 19,787 | NM | 193,877 | 116,522 | 66 | % | |||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||||||||
| Interest and other income | 195 | 303 | (36 | %) | 659 | 3,820 | (83 | %) | ||||||||||||||||||||||||||||||
| Loss on debt extinguishment | — | — | — | % | — | (635) | (100 | %) | ||||||||||||||||||||||||||||||
| Interest expense | (54,709) | (61,721) | (11 | %) | (162,250) | (173,949) | (7 | %) | ||||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | 47,225 | 58,289 | (19 | %) | 155,796 | 174,472 | (11 | %) | ||||||||||||||||||||||||||||||
| Total other income (expense), net | (7,289) | (3,129) | 133 | % | (5,795) | 3,708 | NM | |||||||||||||||||||||||||||||||
Income before income taxes | 56,449 | 16,658 | NM | 188,082 | 120,230 | 56 | % | |||||||||||||||||||||||||||||||
| Income tax expense | 5,527 | 1,109 | NM | 19,172 | 11,003 | 74 | % | |||||||||||||||||||||||||||||||
| Net income including noncontrolling interest | $ | 50,922 | $ | 15,549 | NM | $ | 168,910 | $ | 109,227 | 55 | % | |||||||||||||||||||||||||||
(1)Cost of sales (excluding depreciation and amortization) is net of gas service revenues totaling $101.1 million and $88.3 million for the three months ended September 30, 2026 and 2025, respectively, and $314.0 million and $224.1 million for the nine months ended September 30, 2026 and 2025, respectively, for certain volumes, where we function as principal.
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Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Revenues
For the three months ended September 30, 2026, revenue increased by $105.4 million, or 23%, to $569.4 million, compared to $464.0 million for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL and condensate volumes sold, as well as higher commodity prices.
Service revenue
Service revenue for the three months ended September 30, 2026 increased by $13.2 million, or 13%, to $116.6 million, compared to $103.3 million for the same period in 2025, driven by increases in period-over-period gathered and processed gas volumes of 109.7 MMcf/d, or 5% and 101.8 MMcf/d, or 6%, respectively. Over 97% of service revenues are included in the Midstream Logistics segment for the three months ended September 30, 2026.
Product revenue
Product revenue for the three months ended September 30, 2026 increased by $90.3 million, or 25%, to $447.9 million compared to $357.6 million for the same period in 2025, primarily driven by increases in NGL and condensate sales volumes, as well as higher commodity prices. Period-over-period NGL and condensate volumes sold increased by 4.3 million barrels, or 32%. The increase was also driven by increases in NGL and condensate prices of $6.12 per barrel, or 32%, and $22.26 per barrel, or 35%, respectively. The increase was partially offset by a decrease in natural gas residue volumes of 0.3 million MMBtus, or 2%, which impact was reduced by an increase in natural gas prices of $0.51 per MMBtu, or 32%. Product revenue was also impacted by our commodity hedging activities. Net realized and unrealized losses increased $23.7 million for the three months ended September 30, 2026 compared to the same period in 2025. Product revenues are included entirely in the Midstream Logistics segment.
Operating Costs and Expenses
Cost of sales (excluding depreciation and amortization)
Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the three months ended September 30, 2026, cost of sales increased by $64.9 million, or 28%, to $300.3 million, compared to $235.4 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increase in NGL volumes sold and increases in commodity prices, partially offset by a decrease in natural gas residue volumes. Over 99% of cost of sales (excluding depreciation and amortization) is included in the Midstream Logistics segment.
General and administrative expenses
General and administrative expenses decreased by $7.7 million, or 26%, to $22.4 million for the three months ended September 30, 2026, compared to $30.1 million for the same period in 2025. The decrease was mainly driven by decreases in share-based compensation expenses of $4.9 million, litigation-related fees of $1.9 million and insurance expenses of $1.3 million.
Depreciation and amortization expenses
Depreciation and amortization expenses increased by $8.4 million, or 9%, to $103.8 million for the three months ended September 30, 2026, compared to $95.4 million for the same period in 2025. Of the total increase, $5.0 million primarily related to the Kings Landing Project being placed into service in September 2025, and the balance was associated with other new assets being placed in service over the course of 2025 and the first nine months of 2026.
Other Income (Expenses)
Interest expense
Interest expense decreased by $7.0 million, or 11%, to $54.7 million for the three months ended September 30, 2026, compared to $61.7 million for the same period in 2025. The decrease in interest expense was primarily driven by a decrease in interest expenses of $5.0 million resulting from lower outstanding debt balances and a $3.2 million increase in net realized and unrealized gains on interest rate swaps, partially offset by a decrease in capitalized interest of $1.1 million. Refer to Note 12—
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Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements regarding the Company’s strategy in managing interest rate risk.
Equity in earnings of unconsolidated affiliates
Equity in earnings of unconsolidated affiliates decreased by $11.1 million, or 19%, to $47.2 million for the three months ended September 30, 2026, compared to $58.3 million for the same period in 2025. The decrease was primarily driven by decreases in equity in earnings from PHP of $3.6 million and Breviloba of $3.7 million due to normal operations, and EPIC of $3.8 million due to the divestiture of the Company’s related equity interest in October 2025.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Revenues
For the nine months ended September 30, 2026, revenue increased by $226.8 million, or 17%, to $1.56 billion, compared to $1.33 billion for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL, condensate and natural gas residue volumes sold and higher NGL and condensate prices, partially offset by a decrease in service revenue.
Service revenue
Service revenue for the nine months ended September 30, 2026 decreased by $46.7 million, or 14%, to $297.2 million, compared to $343.9 million for the same period in 2025, due to the period-over-period increase in total gathered and processed gas volumes where we function as the principal, resulting in higher amounts of fee revenue being reported within cost of sales as noted in footnote (1) of the table above, where fee revenue reported within cost of sales increased by $89.9 million for the nine months ended September 30, 2026 compared to the same period in 2025. The decrease was also partially driven by a period-over-period decrease in gathered gas volumes of 20.0 MMcf/d, or 1%, which was partially offset by a period-over-period increase in processed gas volumes of 38.4 MMcf/d, or 2%. Over 97% of service revenues are included in the Midstream Logistics segment for the nine months ended September 30, 2026.
Product revenue
Product revenue for the nine months ended September 30, 2026 increased by $269.3 million, or 27%, to $1.25 billion, compared to $981.7 million for the same period in 2025, primarily driven by increases in NGL, condensate, and natural gas residue volumes sold and increases in NGL and condensate prices. Period-over-period NGL and condensate volumes sold increased by 13.0 million barrels, or 33% and period-over-period natural gas residue volumes sold increased by 6.1 million MMBtu, or 16%. The increase was also driven by increases in NGL and condensate prices of $1.45 per barrel, or 7%, and $18.72 per barrel, or 29%, respectively. The increases were partially offset by a decrease in natural gas residue prices of $1.12 per MMBtu, or 55%. Product revenue was also impacted by our commodity hedging activities. The Company recognized net realized and unrealized losses of $49.9 million for the nine months ended September 30, 2026 compared to net realized and unrealized gains of $13.4 million for the same period in 2025. Product revenues are included entirely in the Midstream Logistics segment.
Operating Costs and Expenses
Cost of sales (excluding depreciation and amortization)
Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the nine months ended September 30, 2026, cost of sales increased by $111.2 million, or 18%, to $726.6 million, compared to $615.5 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increases in NGL, condensate and natural gas residue volumes sold and increases in NGL and condensate prices, partially offset by a decrease in natural gas residue prices. Over 99% of cost of sales (excluding depreciation and amortization) is included in the Midstream Logistics segment.
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Depreciation and amortization expenses
Depreciation and amortization expenses increased by $27.1 million, or 10% to $309.0 million for the nine months ended September 30, 2026, compared to $281.8 million for the same period in 2025. Of the total increase, $17.7 million primarily relates to the Kings Landing Project being placed into service in September 2025, and the balance is associated with other new assets being placed in service over the course of 2025 and the first nine months of 2026.
Other Income (Expenses)
Interest expense
Interest expense decreased by $11.7 million, or 7%, to $162.3 million for the nine months ended September 30, 2026, compared to $173.9 million for the same period in 2025. The decrease in interest expense was primarily driven by a decrease in interest expenses of $7.3 million due to lower outstanding debt balances, and an $8.6 million increase in net realized and unrealized gains on interest rate swaps, partially offset by a $4.2 million decrease in capitalized interest. Refer to Note 12 Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements regarding the Company’s strategy in managing interest rate risk.
Equity in earnings of unconsolidated affiliates
Equity in earnings of unconsolidated affiliates decreased by $18.7 million, or 11%, to $155.8 million for the nine months ended September 30, 2026, compared to $174.5 million for the same period in 2025. The decrease was primarily driven by decreases in equity in earnings from Breviloba of $12.2 million due to normal operations, and EPIC of $11.3 million due to the divestiture of the Company’s related equity interest in October 2025. The decrease was partially offset by an increase in equity in earnings from PHP of $4.8 million.
Income Tax Expense
Income tax expense increased by $8.2 million, or 74% to $19.2 million for the nine months ended September 30, 2026, compared to $11.0 million for the same period in 2025. The increase was primarily driven by higher income before income taxes for the nine months ended September 30, 2026.
Key Performance Metrics
Adjusted EBITDA
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 and debt extinguishment, 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. 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.
We believe that Adjusted EBITDA provides a meaningful understanding of certain aspects of earnings before the impact of investing and financing charges and income taxes. Adjusted EBITDA is useful to an investor in evaluating our performance because this measure:
•is widely used by analysts, investors and competitors to measure a company’s operating performance;
•is a financial measurement that is used by rating agencies and other parties to evaluate our creditworthiness; and
•is used by our management for various purposes, including as a basis for strategic planning and forecasting.
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Adjusted EBITDA is not defined in GAAP
The GAAP measure used by the Company that is most directly comparable to Adjusted EBITDA is net income including noncontrolling interest. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including noncontrolling interest or any other measure of financial performance presented in accordance with GAAP. Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income including noncontrolling interest. Adjusted EBITDA should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. The Company’s definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies in the industry, thereby diminishing its utility.
Reconciliation of non-GAAP financial measure
Company management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable GAAP measure, understanding the differences between Adjusted EBITDA as compared to net income including noncontrolling interest, and incorporating this knowledge into its decision-making processes. Management believes that investors benefit from having access to the same financial measure that the Company uses in evaluating operating results.
The following table presents a reconciliation of the GAAP financial measure of net income including noncontrolling interest to the non-GAAP financial measure of Adjusted EBITDA.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Reconciliation of net income including noncontrolling interest to Adjusted EBITDA | |||||||||||||||||||||||||||||||||||
Net income including noncontrolling interest | $ | 50,922 | $ | 15,549 | NM | $ | 168,910 | $ | 109,227 | 55 | % | ||||||||||||||||||||||||
| Add back: | |||||||||||||||||||||||||||||||||||
| Interest expense | 54,709 | 61,721 | (11 | %) | 162,250 | 173,949 | (7 | %) | |||||||||||||||||||||||||||
Income tax expense | 5,527 | 1,109 | NM | 19,172 | 11,003 | 74 | % | ||||||||||||||||||||||||||||
Depreciation and amortization expenses | 103,803 | 95,409 | 9 | % | 308,967 | 281,845 | 10 | % | |||||||||||||||||||||||||||
| Amortization of contract cost assets | 2,054 | 1,744 | 18 | % | 6,058 | 5,054 | 20 | % | |||||||||||||||||||||||||||
| Proportionate EMI EBITDA | 67,623 | 87,715 | (23 | %) | 212,530 | 263,345 | (19 | %) | |||||||||||||||||||||||||||
| Share-based compensation | 9,346 | 14,229 | (34 | %) | 39,074 | 44,577 | (12 | %) | |||||||||||||||||||||||||||
| Loss on disposal of assets, net | — | 50 | (100 | %) | — | — | — | % | |||||||||||||||||||||||||||
| Loss on debt extinguishment | — | — | — | % | — | 635 | (100 | %) | |||||||||||||||||||||||||||
Commodity hedging unrealized loss | 27,800 | 6,485 | NM | 25,189 | — | 100 | % | ||||||||||||||||||||||||||||
Contingent liability fair value adjustment | — | 5,700 | (100 | %) | — | 5,700 | (100 | %) | |||||||||||||||||||||||||||
Integration costs | — | 6,650 | (100 | %) | 368 | 12,621 | (97 | %) | |||||||||||||||||||||||||||
Acquisition / divestiture transaction costs | — | 812 | (100 | %) | — | 812 | (100 | %) | |||||||||||||||||||||||||||
Litigation costs | 2,959 | 3,746 | (21 | %) | 19,947 | 9,142 | 118 | % | |||||||||||||||||||||||||||
| Other one-time cost or amortization | 828 | 170 | NM | 4,180 | 6,566 | (36 | %) | ||||||||||||||||||||||||||||
| Deduct: | |||||||||||||||||||||||||||||||||||
| Interest income | 195 | 166 | 17 | % | 659 | 1,274 | (48 | %) | |||||||||||||||||||||||||||
| Commodity hedging unrealized gain | — | — | — | % | — | 13,131 | (100 | %) | |||||||||||||||||||||||||||
Gain on disposal of assets, net | 7 | — | 100 | % | 62 | 15 | NM | ||||||||||||||||||||||||||||
Equity in earnings of unconsolidated affiliates | 47,225 | 58,289 | (19 | %) | 155,796 | 174,472 | (11 | %) | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 278,144 | $ | 242,634 | 15 | % | $ | 810,128 | $ | 735,584 | 10 | % | |||||||||||||||||||||||
NM - not meaningful
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For the three months ended September 30, 2026, Adjusted EBITDA increased by $35.5 million, or 15%, to $278.1 million, compared to $242.6 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report, the change was driven by higher operating revenues of $105.4 million and lower operating expenses, ad valorem taxes and general and administrative expenses, totaling $11.8 million, partially offset by higher cost of sales (excluding depreciation and amortization) of $64.9 million, a decrease in proportionate EMI EBITDA of $20.1 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC. The increase also reflected a higher unrealized losses on commodity hedging activities of $21.3 million, partially offset by decreases in fair value adjustments to contingent liabilities of $5.7 million, share-based compensation expenses of $4.9 million, and integration, transaction and other one-time costs or amortization totaling $7.6 million.
For the nine months ended September 30, 2026, Adjusted EBITDA increased by $74.5 million, or 10%, to $810.1 million, compared to $735.6 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report, the change reflected higher operating revenues of $226.8 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $122.4 million, a decrease in proportionate EMI EBITDA of $50.8 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC, and an unrealized loss on commodity hedging activities of $25.2 million compared to an unrealized gain on commodity hedging activities of $13.1 million in the same period in 2025. The increase was further offset by lower integration, transaction and other one-time costs or amortization totaling $15.5 million.
Segment Adjusted EBITDA
Segment Adjusted EBITDA is defined as segment net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income 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. The following table presents Segment Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025. Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for a reconciliation of Segment Adjusted EBITDA to net income before income taxes.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Midstream Logistics | $ | 203,571 | $ | 151,358 | 34 | % | $ | 587,259 | $ | 462,763 | 27 | % | |||||||||||||||||||||||
| Pipeline Transportation | 78,511 | 95,454 | (18 | %) | 239,487 | 286,104 | (16 | %) | |||||||||||||||||||||||||||
Corporate and Other(1) | (3,938) | (4,178) | (6 | %) | (16,618) | (13,283) | 25 | % | |||||||||||||||||||||||||||
Total Segment Adjusted EBITDA | $ | 278,144 | $ | 242,634 | 15 | % | $ | 810,128 | $ | 735,584 | 10 | % | |||||||||||||||||||||||
(1)Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items.
Midstream Logistics Segment Adjusted EBITDA increased by $52.2 million, or 34%, to $203.6 million for the three months ended September 30, 2026, compared to $151.4 million for the same period in 2025. The change was primarily driven by higher operating revenues of $102.9 million and higher unrealized losses on commodity hedging activities of $21.3 million, partially offset by higher cost of sales (excluding depreciation and amortization) of $65.4 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report.
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Midstream Logistics Segment Adjusted EBITDA increased by $124.5 million, or 27%, to $587.3 million for the nine months ended September 30, 2026, compared to $462.8 million for the same period in 2025. The change was primarily driven by higher operating revenues of $224.7 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses and ad valorem taxes, totaling $123.4 million. Also lending to the increase was an unrealized loss on commodity hedging activities of $25.2 million during the nine months ended September 30, 2026 compared to an unrealized gain on commodity hedging activities of $13.1 million in the same period of 2025. The increase was also offset by decreases in fair value adjustments to contingent liabilities of $5.7 million and integration, transaction and other one-time costs or amortizations totaling $10.8 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations in this Quarterly Report.
Pipeline Transportation Segment Adjusted EBITDA decreased by $16.9 million, or 18%, to $78.5 million for the three months ended September 30, 2026, compared to $95.5 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $20.1 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025, partially offset by higher operating revenues of $3.5 million.
Pipeline Transportation Segment Adjusted EBITDA decreased by $46.6 million, or 16%, to $239.5 million for the nine months ended September 30, 2026, compared to $286.1 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $50.8 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025, partially offset by higher operating revenues of $3.9 million.
Contractual Obligations
We have contractual obligations for principal and interest payments on our 2028 Notes, 2030 Notes, and under the Term Loan Credit Agreement, the Revolving Credit Agreement and the Amended A/R Facility. See Note 7—Debt and Financing Costs in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report.
Under certain clauses of our transportation services agreements with third party pipelines to transport natural gas and NGLs, if we fail to ship a minimum throughput volume, then we will pay certain deficiency payments for transportation based on the volume shortfall up to the MVC amount.
Liquidity and Capital Resources
The Company’s primary use of capital since inception has been for the initial construction of gathering and processing assets, as well as the acquisition of businesses and EMI pipelines and associated subsequent construction costs. For 2026, the Company’s primary spending requirements are related to budgeted capital expenditures for the construction and maintenance of gathering and processing assets, the Company’s contractual debt obligations, and quarterly cash dividends.
During the nine months ended September 30, 2026, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the revolving credit facility and Amended A/R Facility, and cash generated from operations. Based on the Company’s current financial plan, the Company believes that cash from operations, distributions from the EMI pipelines and remaining borrowing capacity on our credit facilities will generate cash flows in excess of capital expenditures and the amount required to fund the Company’s planned quarterly dividend over the next 12 months. The following table presents a summary of the Company’s key liquidity indicators at the dates presented:
Liquidity
| September 30, 2026 | ||||||||||||||||||||||||||
(In thousands) | Total Capacity | Outstanding Borrowings | Letters of Credit | Available Borrowing Capacity | ||||||||||||||||||||||
| A/R Facility | $ | 225,000 | $ | 225,000 | $ | — | $ | — | ||||||||||||||||||
| Revolving Line of Credit | 1,600,000 | 525,000 | 12,600 | 1,062,400 | ||||||||||||||||||||||
| Total | $ | 1,825,000 | $ | 750,000 | $ | 12,600 | $ | 1,062,400 | ||||||||||||||||||
| Cash and cash equivalents | 7,024 | |||||||||||||||||||||||||
| Total liquidity | $ | 1,069,424 | ||||||||||||||||||||||||
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| December 31, 2025 | ||||||||||||||||||||||||||
(In thousands) | Total Capacity | Outstanding Borrowings | Letters of Credit | Available Borrowing Capacity | ||||||||||||||||||||||
| A/R Facility | $ | 250,000 | $ | 165,200 | $ | — | $ | 84,800 | ||||||||||||||||||
| Revolving Line of Credit | 1,600,000 | 453,000 | 12,600 | 1,134,400 | ||||||||||||||||||||||
| Total | $ | 1,850,000 | $ | 618,200 | $ | 12,600 | $ | 1,219,200 | ||||||||||||||||||
| Cash and cash equivalents | 3,951 | |||||||||||||||||||||||||
| Total liquidity | $ | 1,223,151 | ||||||||||||||||||||||||
Long-term Financing
From time to time, we issue long-term debt. Our senior unsecured notes are fixed rate borrowings; however, we have some exposure to the risk of changes in interest rates, primarily as a result of the variable rate borrowings under the term loan, revolving credit facilities and the Amended A/R Facility. We use interest rate swaps to mitigate the impact of changes in interest rates on cash flows. See Note 12—Derivatives and Hedging Activities in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report for detailed discussion.
As of September 30, 2026, we had $1.05 billion of our 6.625% senior unsecured notes due 2028 and $1.00 billion of our 5.875% senior unsecured notes due 2030 outstanding. From time to time, we may seek to retire or repurchase our outstanding senior unsecured notes through open-market purchases, privately negotiated transactions or otherwise.
On May 30, 2025, the Partnership entered into the Term Loan Credit Agreement. The proceeds were used to repay and terminate the 2022 Term Loan Credit Agreement. As of September 30, 2026, we had an outstanding borrowing of $1.15 billion under the Term Loan Credit Agreement.
Revolving Credit Agreement
On May 30, 2025, the Partnership entered into the Revolving Credit Agreement. The Revolving Credit Agreement provides for a $1.60 billion senior unsecured revolving credit facility, which includes a $200.0 million sublimit for the issuance of letters of credit, and a $300.0 million sublimit for swingline loans.
All borrowings under the Revolving Credit Agreement mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement. As of September 30, 2026, we had an outstanding borrowing of $525.0 million and remaining borrowing capacity of $1.06 billion.
A/R Facility
On March 31, 2026, the Partnership executed Amendment No. 2 to its Amended A/R Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. 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 the Purchaser’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions previously applicable under the A/R Facility. As of September 30, 2026, eligible accounts receivable of $225.0 million were pledged to the Amended A/R Facility as collateral.
Capital Requirements and Expenditures
Our operations require investments to expand, upgrade, maintain or enhance existing operations and to meet environmental and operational regulations. During the nine months ended September 30, 2026 and 2025, capital spending mainly consisted of spending on property, plant and equipment totaling $325.8 million and $358.4 million, respectively, and intangible asset purchases totaling $22.0 million and $30.9 million, respectively.
The Company anticipates its existing capital resources will be sufficient to fund future capital expenditures for EMI pipelines and the Company’s existing infrastructure assets over the next 12 months. For further information on EMIs, refer to Note 6—Equity Method Investments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report.
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Cash Flow
The following tables present cash flows from operating, investing and financing activities during the periods presented:
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands) | ||||||||||||||
| Cash provided by operating activities | $ | 614,387 | $ | 494,030 | ||||||||||
Cash used in investing activities | $ | (348,076) | $ | (562,930) | ||||||||||
Cash (used in) provided by financing activities | $ | (263,238) | $ | 73,031 | ||||||||||
Operating activities. Net cash provided by operating activities increased by $120.4 million for the nine months ended September 30, 2026 to $614.4 million, compared to $494.0 million for the same period in 2025. The change in the operating cash flows reflected (i) an increase in net income including noncontrolling interest of $59.7 million; (ii) an increase in adjustments reconciling net income to operating cash flows of $72.2 million, which was mainly driven by an increase in non-cash derivative fair value adjustments of $54.7 million, partially offset by higher outgoing derivative cash settlements of $24.4 million, an increase in depreciation and amortization expenses of $27.1 million, and a decrease in equity in earnings of unconsolidated affiliates of $18.7 million; and (iii) a decrease in working capital of $11.5 million.
Investing activities. Net cash used in investing activities decreased by $214.9 million for the nine months ended September 30, 2026 to $348.1 million, compared to $562.9 million used in the same period in 2025. The decrease was primarily driven by a decrease in cash used in business acquisitions of $175.5 million related to Barilla Draw Acquisition completed in January 2025 and decreases in property, plant and equipment and intangible assets expenditures of $32.6 million and $8.9 million, respectively.
Financing activities. Net cash used in financing activities was $263.2 million for the nine months ended September 30, 2026, which was comprised of net proceeds from the revolving credit facility and Amended A/R Facility of $131.6 million, fully offset by cash dividends of $394.9 million paid to the holders of Class A Common Stock and Common Units, compared with net cash provided by financing activities of $73.0 million for the nine months ended September 30, 2025, which was comprised of net proceeds from the Company’s long-term debt, revolving credit facility and Amended A/R Facility of $619.3 million, partially offset by cash dividends of $373.8 million paid to the holders of Class A Common Stock and Common Units and cash paid to repurchase Class A Common Stock of $172.6 million.
Dividend
During the nine months ended September 30, 2026, the Company made cash dividend payments of $394.9 million to holders of Class A Common Stock and Common Units and $1.6 million was reinvested in shares of Class A Common Stock by Class A Common Stock and Common Units holders.
On October 13, 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 on October 30, 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 October 30, 2026. As described in these Condensed Consolidated Financial Statements, as the context requires, dividends paid to holders of Class A Common Stock and distributions paid to holders of Common Units may be referred to collectively as “dividends.”
Share Repurchase Program
In February 2023, the Board approved the Repurchase Program, authorizing discretionary purchases of the Company’s Class A Common Stock up to $100.0 million in aggregate. In May 2025, the Board approved a $400.0 million increase to the previously announced Repurchase Program. Repurchases may be made at management’s discretion from time to time and will depend on market conditions and may be discontinued at any time without prior notice.
During the nine months ended September 30, 2026, the Company did not repurchase any of its Class A Common Stock under the Repurchase Program.
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Off-Balance Sheet Arrangements
As of September 30, 2026, there were no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Please refer to information regarding our critical accounting policies and estimates included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to various market risks, including the effects of adverse changes in commodity prices and credit risk as described below. The Company continually monitors its market risk exposure, including the impact of regional and international political instability, foreign and domestic trade policies under the Trump Administration and monetary policy addressing the interest rate and inflation trend, which continued to have significant impact on volatility and uncertainties in the financial markets during 2026.
Commodity Price Risk
The results of the Company’s operations may be affected by the market prices of oil, natural gas and NGLs. A portion of the Company’s revenue is directly tied to local crude, natural gas, NGLs and condensate prices in the Permian Basin and the U.S. Gulf Coast. Fluctuations in commodity prices also impact operating cost elements both directly and indirectly. For example, commodity prices directly impact costs such as power and fuel, which are expenses that increase or decrease in line with changes in commodity prices. Commodity prices also affect industry activity and demand, thus indirectly impacting the cost of items such as labor and equipment rentals. Management regularly reviews the Company’s potential exposure to commodity price risk and uses financial or physical arrangements to mitigate potential volatility. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for additional discussion regarding our hedging strategies and objectives.
Interest Rate Risk
At its October 2026 meeting, the FOMC held the target range for the federal funds rate at 3.75%–4.00%. Continued inflationary pressures, changes in monetary policy and elevated interest rates could increase our operating and borrowing costs, affect the availability and cost of capital and adversely affect economic activity and the financial condition of our customers.
As of September 30, 2026, the Company had $1.90 billion of floating rate debt outstanding. A hypothetical 1.0% change in interest rates, ignoring the economic effect of current interest rate swaps, would result in a maximum potential change to annual interest expense of approximately $19.0 million for the Revolving Credit Agreement, the Term Loan Credit Agreement and the Amended A/R Facility. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for additional discussion regarding our related hedging strategies and objectives.
Credit Risk
There have been no material changes in the Company’s credit risk exposure that would affect the quantitative or qualitative disclosures presented as of December 31, 2025, in Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
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ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of September 30, 2026, pursuant to Rule 13a-15(b) of the Exchange Act, the Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Accounting and Administrative Officer, who serves as the principal financial officer and principal accounting officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Accounting and Administrative Officer concluded that the design and operation of the Company’s disclosure controls and procedures were effective as of September 30, 2026.
The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the applicable rules and forms of the SEC. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Accounting and Administrative Officer, as appropriate, to allow timely decisions regarding required disclosure.
Change in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For further information regarding legal proceedings, refer to Note 16—Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in Part I, Item 1A — “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchase of Class A Common Stock
During the three months ended September 30, 2026, the Company did not repurchase any of its Class A Common Stock under the Repurchase Program.
ITEM 5. OTHER INFORMATION
Trading Arrangements
In August 2026, we adopted a policy for awards that will vest in the year ended December 31, 2026 and beyond (unless and until such policy is subsequently terminated or modified by the Company) pursuant to which any participant who has received an award with mandatory sell-to-cover provisions will be required to sell, upon the settlement of any RSUs or PSUs, a portion of the shares subject to the award sufficient to cover tax withholding obligations and to remit an amount equal to such tax withholding obligations to the Company. In connection with the adoption of the policy, the Compensation Committee of the Board amended outstanding award agreements for all of our executive officers other than our Chief Executive Officer to institute automatic sell-to-cover, and the form of such amendment is filed with this Quarterly Report as Exhibit 10.2, which is incorporated herein by reference.
Other than the sell-to-cover arrangements described above, during the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted terminated
Organizational Update
Effective November 4, 2026, Jake Loden was appointed Senior Vice President, Chief Accounting Officer and Controller, assuming the Chief Accounting Officer title from Steve Stellato. Mr. Stellato continues to serve as Executive Vice President, Chief Administrative Officer and was appointed Chief People Officer effective as of November 4, 2026. Mr. Stellato will maintain his roles as the Company’s Principal Financial Officer and Principal Accounting Officer.
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ITEM 6. EXHIBITS
| EXHIBIT NO. | DESCRIPTION | |||||||
| 3.1 | – | Third Amended and Restated Certificate of Incorporation of Kinetik Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022). | ||||||
| 3.2 | – | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Kinetik Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2023). | ||||||
| 3.3 | – | Amended and Restated Bylaws of Kinetik Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022). | ||||||
| 4.1 | – | Amended and Restated Stockholders Agreement, dated October 21, 2021, by and among APA Corporation, Apache Midstream LLC, Altus Midstream Company, New BCP Raptor Holdco, LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC, and BCP Raptor Holdco, LP. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022). | ||||||
| 4.2 | – | Second Amended and Restated Registration Rights Agreement, dated February 22, 2022, by and among Altus Midstream Company, Apache Midstream LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC and the other holders party thereto. (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 28, 2022). | ||||||
| 4.3 | – | Indenture, dated June 8, 2022, by and among Kinetik Holdings Inc., as parent, Kinetik Holdings LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022). | ||||||
| 4.4 | – | Form of 5.875% Senior Notes Due 2030 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022). | ||||||
| 4.5 | – | Indenture, dated December 6, 2023, by and among Kinetik Holdings Inc., Kinetik Holdings LP and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023). | ||||||
| 4.6 | – | Form of 6.625% Sustainability-Linked Senior Notes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023). | ||||||
| 4.7 | – | Registration Rights Agreement, dated as of June 24, 2024, by and among Kinetik Holdings Inc. and Durango Midstream LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 28, 2024). | ||||||
| 10.1 | – | Third Amended and Restated Agreement of Limited Partnership of Altus Midstream LP, dated as of October 22, 2021. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022). | ||||||
| 10.2† | – | Amendment to Award Agreement (Sell-to-Cover) (RSU and PSU) | ||||||
| 10.3** | – | Receivables Purchase Commitment Increase Request and Fee Letter | ||||||
| 31.1* | – | Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | ||||||
| 31.2* | – | Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | ||||||
| 32.1** | – | Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C. 1350. | ||||||
| 32.2** | – | Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C. 1350. | ||||||
| 101* | – | The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Changes in Equity and Noncontrolling Interests and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | ||||||
| 101.SCH* | – | Inline XBRL Taxonomy Schema Document. | ||||||
| 101.CAL* | – | Inline XBRL Calculation Linkbase Document. | ||||||
| 101.DEF* | – | Inline XBRL Definition Linkbase Document. | ||||||
| 101.LAB* | – | Inline XBRL Label Linkbase Document. | ||||||
| 101.PRE* | – | Inline XBRL Presentation Linkbase Document. | ||||||
| 104* | – | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||
| * Filed herewith. | ||
| ** Furnished herewith. | ||
| † Management contracts or compensatory plans or arrangements. | ||
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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: | November 5, 2026 | /s/ Jamie Welch | |||||||||
| Jamie Welch | |||||||||||
| Chief Executive Officer, President and Director | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Dated: | November 5, 2026 | /s/ Steven Stellato | |||||||||
| Steven Stellato | |||||||||||
| Executive Vice President, Chief Administrative Officer and Chief People Officer | |||||||||||
(Principal Financial Officer and Principal Accounting Officer) | |||||||||||
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