Kinetik Holdings (NYSE: KNTK) to monetize EPIC stake with $500M cash plus earnout

Rhea-AI Filing Summary

Kinetik Holdings Inc. disclosed that its indirect subsidiaries Altus Midstream Processing LP and Kinetik EC Holdco LLC agreed to sell their collective 27.5% partnership interest in EPIC Crude Holdings, LP as part of a broader transaction in which all Sellers will sell 55% of EPIC to Plains BK Holdco LLC for approximately $1.8 billion. The consideration includes about $1.6 billion of cash at closing, subject to customary adjustments, plus a contingent earnout of $192.5 million tied to EPIC board approval of capital projects that meet specified capacity expansion criteria.

After purchase price adjustments, the Kinetik Sellers are expected to receive approximately $500 million in upfront cash and about $96 million attributable to the earnout if it is paid. The EPIC Sale is expected to close in early 2026, subject to customary closing conditions, including expiration or termination of the Hart‑Scott‑Rodino antitrust waiting period.

Insights

Midstream infrastructure and M&A analyst

Kinetik agrees to monetize its EPIC stake for significant cash plus a contingent earnout.

The transaction centers on Kinetik’s indirect subsidiaries selling a 27.5% interest in EPIC Crude Holdings, LP as part of a larger sale of 55% of EPIC for approximately $1.8 billion. Consideration includes roughly $1.6 billion cash at closing and a $192.5 million earnout linked to board approval of capacity expansion projects that meet specified criteria.

Kinetik’s share of the economics is expected to be about $500 million of upfront cash and around $96 million of potential earnout payments. The closing, targeted for early 2026, is subject to customary conditions, including expiration or termination of the Hart‑Scott‑Rodino waiting period. Overall impact will depend on how Kinetik redeploys the cash proceeds and whether the contingency for the earnout is ultimately satisfied.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001692787 0001692787 2025-08-30 2025-08-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 30, 2025

Kinetik Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38048		81-4675947
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

2700 Post Oak Blvd., Suite 300 Houston, Texas		77056
(Address of Principal Executive Office)		(Zip Code)

(713) 621-7330

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		KNTK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

EPIC Sale

On August 30, 2025, Altus Midstream Processing LP, a Delaware limited partnership (“Altus”) and indirect subsidiary of Kinetik Holdings Inc. (the “Company”), Kinetik EC Holdco LLC, a Delaware limited liability company and indirect subsidiary of the Company (“Kinetik EC” and, together with Altus, the “Kinetik Sellers”), and, solely for the purposes set forth therein, Kinetik Holdings LP, a subsidiary of the Company, entered into a Purchase and Sale Agreement (the “EPIC Purchase Agreement”) with Rattler Midstream Operating LLC, a Delaware limited liability company (“Rattler”), Rattler OMOG LLC, a Delaware limited liability company (“Rattler OMOG” together with Rattler, the “Diamondback Sellers” and, the Diamondback Sellers together with the Kinetik Sellers, the “Sellers”), Plains BK Holdco LLC, a Delaware limited liability company (“Buyer”), and, solely for the purposes set forth therein, each of Plains All American Pipeline, L.P., a Delaware limited partnership, and Rattler Midstream LP, a Delaware limited partnership, pursuant to which the Sellers have agreed to sell all of their respective partnership interests in EPIC Crude Holdings, LP (“EPIC”), collectively representing 55% of the outstanding interests in EPIC, to Buyer for a total purchase price of approximately $1.8 billion (the “EPIC Sale”), consisting of approximately $1.6 billion of cash (subject to customary adjustments, including deductions for outstanding indebtedness) to be paid at closing (the “Purchase Price”) and an additional $192.5 million of contingent cash in the form of an earnout, payable upon the approval by the board of directors of the general partner of EPIC of one or more capital projects that achieve certain capacity expansion criteria (the “Earn Out”). Each of the Sellers will receive their pro rata share of both the Purchase Price and the Earn Out, if paid. After giving effect to all adjustments to the Purchase Price, it is expected that the Kinetik Sellers will collectively receive approximately $500 million of upfront cash consideration in exchange for their collective 27.5% interest in EPIC, as well as approximately $96 million attributable to the Earn Out. The EPIC Sale is expected to close in early 2026, subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The foregoing description of the EPIC Purchase Agreement is qualified in its entirety by reference to the full and complete terms of the EPIC Purchase Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 2, 2025, the Company issued a press release announcing the EPIC Sale. A copy of the Company’s press release is attached hereto and furnished as Exhibit 99.1 and is incorporated in this report by reference.

The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act, or the Exchange Act, regardless of the general incorporation language of such filing, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1†*		Purchase and Sale Agreement, dated as of August 30, 2025, by and among Altus Midstream Processing LP, Kinetik EC Holdco LLC, Rattler Midstream Operating LLC, Rattler OMOG LLC, Plains BK Holdco LLC and, solely for the purposes set forth therein, each of Kinetik Holdings LP, Rattler Midstream LP and Plains All American Pipeline, L.P.
99.1		Press Release, dated September 2, 2025, issued by Kinetik Holdings Inc. (furnished solely for purposes of Item 7.01 of this Form 8-K).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Company agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the SEC upon request. Redactions and omissions are designated with brackets containing asterisks.

* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

2

SIGNATURE

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.

Date: September 5, 2025

KINETIK HOLDINGS INC.
By:		/s/ Lindsay Ellis
Name:		Lindsay Ellis
Title:		General Counsel, Chief Compliance Officer and Corporate Secretary

3

FAQ

What major transaction did Kinetik Holdings Inc. (KNTK) report?

Kinetik Holdings Inc. reported that its indirect subsidiaries agreed to sell their collective 27.5% partnership interest in EPIC Crude Holdings, LP as part of a broader sale of 55% of EPIC to Plains BK Holdco LLC for total consideration of approximately $1.8 billion.

How much cash is Kinetik expected to receive from the EPIC Sale?

After purchase price adjustments, the Kinetik Sellers are expected to receive approximately $500 million in upfront cash consideration for their 27.5% interest in EPIC, plus about $96 million attributable to the contingent earnout if it is paid.

What is the structure of the EPIC Sale consideration for all Sellers?

The Sellers collectively will receive approximately $1.8 billion, consisting of about $1.6 billion of cash at closing, subject to customary adjustments including deductions for outstanding indebtedness, and an additional $192.5 million of contingent cash earnout tied to EPIC board approval of qualifying capacity expansion projects.

When is the EPIC Sale involving Kinetik Holdings expected to close?

The EPIC Sale is expected to close in early 2026, subject to customary closing conditions, including expiration or termination of the waiting period under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976, as amended.

What conditions must be met for the $192.5 million EPIC earnout to be paid?

The $192.5 million earnout is payable upon approval by the board of directors of the general partner of EPIC of one or more capital projects that achieve specified capacity expansion criteria. Each Seller, including the Kinetik Sellers, would receive its pro rata share if the earnout is paid.

How did Kinetik Holdings Inc. communicate the EPIC Sale to the market?

On September 2, 2025, Kinetik Holdings Inc. issued a press release announcing the EPIC Sale, which is furnished as Exhibit 99.1 to this report under Item 7.01 and is deemed furnished, not filed, under the Exchange Act.