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Record 2025 EBITDA and higher 2026 guidance at Kinetik (NYSE: KNTK)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kinetik Holdings reported strong fourth quarter and full year 2025 results and issued 2026 guidance. Net income including noncontrolling interest was $416.7M for Q4 and $525.9M for 2025. Adjusted EBITDA reached a record $987.7M for 2025, with Q4 Adjusted EBITDA of $252.1M. Distributable Cash Flow was $151.7M for Q4 and $620.5M for the year, supporting a Dividend Coverage Ratio of 1.2x. Free Cash Flow was negative $12.0M in Q4 and $167.2M for 2025, reflecting heavy growth spending of $497.1M in capital expenditures. Net debt stood at $3.81B with a leverage ratio of 3.8x, and the company repurchased $176.0M of Class A stock in 2025.

For 2026, Kinetik guides Adjusted EBITDA between $950M and $1.05B, about 7% growth at the midpoint versus 2025 excluding EPIC Crude contributions. Planned 2026 capital expenditures are $450M–$510M, focused largely on New Mexico projects, the ECCC Pipeline, Kings Landing sour gas facilities, and a 40 MW behind-the-meter power project at Diamond Cryo.

Positive

  • Record profitability: 2025 Adjusted EBITDA reached a record $987.7 million, with Q4 Adjusted EBITDA of $252.1 million, showing resilient earnings despite divesting the EPIC Crude interest and facing Waha-related production shut-ins.
  • Growth outlook for 2026: Adjusted EBITDA guidance of $950 million to $1.05 billion, about 7% growth at the midpoint versus 2025 excluding EPIC Crude, supported by new contracts, the ECCC Pipeline, and Kings Landing sour gas projects.
  • Active capital return: The company repurchased $176.0 million of Class A common stock in 2025 under its repurchase program while maintaining a 1.2x dividend coverage ratio and operating at a 3.8x leverage ratio.

Negative

  • Weaker free cash generation: Free Cash Flow declined to $167.2 million in 2025 from $410.1 million in 2024, and Q4 2025 Free Cash Flow was negative $12.0 million, as growth capital expenditures increased to $475.3 million for the year.
  • Higher operating and depreciation costs: Operating expenses rose to $271.4 million in 2025 from $196.0 million in 2024 and depreciation and amortization increased to $382.6 million from $324.2 million, compressing GAAP operating income despite strong Adjusted EBITDA.

Insights

Record 2025 EBITDA, growth capex and higher 2026 guidance highlight an expansion-focused year.

Kinetik delivered record 2025 Adjusted EBITDA of $987.7M, while Q4 Adjusted EBITDA was $252.1M. Segment data show Midstream Logistics Adjusted EBITDA up 15% year-over-year in Q4, helped by Gulf Coast marketing gains, partially offset by Waha-related shut-ins.

Free Cash Flow fell to $167.2M in 2025 from $410.1M in 2024 as growth capital expenditures rose to $475.3M. Net debt of $3.81B and a leverage ratio of 3.8x keep the balance sheet moderately levered while funding large projects.

2026 Adjusted EBITDA guidance of $950M–$1.05B implies growth from new contracts, the ECCC Pipeline, and Kings Landing sour gas projects. Capital spending of $450M–$510M will be concentrated in New Mexico and key system expansions, with execution and commodity prices driving outcomes versus the guidance range.

FALSE000169278700016927872026-02-252026-02-25

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

February 25, 2026
Date of Report (date of earliest event reported)
___________________________________
Kinetik Logo.jpg
Kinetik Holdings Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-38048
(Commission File Number)
81-4675947
(I.R.S. Employer Identification Number)
2700 Post Oak Blvd. Suite 300
Houston, Texas 77056
(Address of principal executive offices and zip code)
(713) 621-7330
(Registrant's telephone number, including area code)
_______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
KNTK
New York Stock Exchange
NYSE Texas
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02. Results of Operations and Financial Condition

On February 25, 2026, Kinetik Holdings Inc. issued a press release announcing financial and operating results for the fiscal quarter ended December 31, 2025. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith.

Exhibit No.
Description of Exhibit
99.1
Press Release of Kinetik Holdings Inc. dated February 25, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    
 
Kinetik Holdings Inc.
Dated:
February 25, 2026
 
/s/ Steven Stellato
 
Steven Stellato
 
Executive Vice President, Chief Accounting and Chief Administrative Officer


kinetik_lightbgcrop.jpg
Kinetik Reports Fourth Quarter and Full Year 2025 Financial and Operating Results and Provides 2026 Financial Guidance
HOUSTON and MIDLAND, Texas, February 25, 2026 – Kinetik Holdings Inc. (NYSE: KNTK) (“Kinetik” or the “Company”) today reported financial results for the quarter ended December 31, 2025.

Kinetik reported net income including noncontrolling interest of $416.7 million and $525.9 million for the three and twelve months ended December 31, 2025, respectively. Kinetik generated Adjusted EBITDA1 of $252.1 million and $987.7 million, Distributable Cash Flow1 of $151.7 million and $620.5 million, and Free Cash Flow1 of $(12.0) million and $167.2 million for the three and twelve months ended December 31, 2025, respectively.
Highlights
Generated record full year Adjusted EBITDA1 of $987.7 million, despite a challenging operating environment and the sale of the Company’s equity interest in EPIC Crude Holdings, LP (“EPIC Crude”)
Amended gas gathering and processing (“G&P”) agreements with the two largest customers from the legacy Durango Midstream business in New Mexico that extend the terms into the mid-2030s and increase Adjusted EBITDA1 beginning in 2026 with fixed-fee structures, the addition of treating fees, and control of residue gas and natural gas liquids
Reached final investment decision (“FID”) on the behind-the-meter, gas-fired 40 MW power generation project at the Diamond Cryo facility (“Diamond Cryo”) in Texas
Issuing full year 2026 Financial Guidance (“2026 Guidance”):
Adjusted EBITDA1 guidance of $950 million to $1,050 million, a 7% increase year-over-year at the midpoint2
Capital Expenditures3 guidance of $450 million to $510 million (including maintenance)
Updated the Company’s Capital Allocation framework to prioritize growth-oriented, scale-driven reinvestment while preserving balance sheet flexibility
CEO Commentary
“2025 was a year of challenges and strategic progress for Kinetik as we navigated a difficult operating environment,” said Jamie Welch, Kinetik’s President & Chief Executive Officer.

“Throughout the year, we advanced several core initiatives, including the commercial in-service of the Kings Landing Processing Complex (“Kings Landing”), the ongoing construction of the ECCC Pipeline, the divestiture of our equity interest in EPIC Crude, and continued commercial progress with our significant customer base – further strengthening the long‑term foundation of our business. Despite industry-wide macroeconomic uncertainty, commodity price pressure, and rising operating costs, our extensive asset footprint and strong customer relationships continued to support resilient financial performance.”

“Looking ahead, the capital investments we executed in 2025 provide a solid foundation for Kinetik to build upon in 2026 and beyond. The fourth quarter results were a positive validation of the steps taken to mitigate the impact of wider production shut-ins due to weak Waha gas pricing and showed the capability and resilience of our Delaware Basin system, even with volumes down over 8% versus our expectations. While we expect continued volatility for much of 2026, we anticipate tailwinds from substantial operating leverage across our system and improving natural gas fundamentals for Waha Hub gas prices as approximately 5 Bcf/d of new Permian natural gas takeaway capacity is placed in-service by the end of the first quarter of 2027 – nearly 20% of current Permian natural gas production volumes.”

Beyond 2026, we can see an even more compelling outlook as the full year benefits of several of our natural gas liquids contract expirations, system-wide volume growth, enhanced sour gas treating capabilities, cost optimization initiatives, and improving basis differentials are expected to drive material earnings growth. We remain focused on disciplined capital allocation, operational reliability, and positioning Kinetik to deliver sustained, long-term value creation for our shareholders.”
1


Financial Highlights
Three Months Ended December 31,Twelve Months Ended December 31,
20252025
(In thousands, except ratios)
Net income including noncontrolling interest$416,701 $525,928 
Adjusted EBITDA1
$252,095 $987,704 
Midstream Logistics Adjusted EBITDA1
$173,082 $635,845 
Pipeline Transportation Adjusted EBITDA1
$84,030 $370,134 
Corporate and Other Adjusted EBITDA1
$(5,017)$(18,275)
Distributable Cash Flow1
$151,708 $620,505 
Dividend Coverage Ratio1,4
1.2x1.2x
Capital Expenditures3
$138,889 $497,118 
Free Cash Flow1
$(12,016)$167,167 
Net Debt1,5
$3,814,249 
Leverage Ratio1,6
3.8x
Net Debt to Adjusted EBITDA Ratio1,7
3.9x
Common stock issued and outstanding8
161,639 
Other Financial Updates
In the fourth quarter, the Midstream Logistics segment generated Adjusted EBITDA1 of $173.1 million, a 15% increase year-over-year. For the three months ended December 31, 2025, Kinetik processed natural gas volumes of 1.79 Bcf/d, a 3% increase year-over-year. Fourth quarter 2025 results primarily benefited from Gulf Coast marketing gains, partially offset by Waha price-related production shut-ins.

The Pipeline Transportation segment generated Adjusted EBITDA1 of $84.0 million, a 9% decrease year-over-year driven by the divestiture of the Company’s equity interest in EPIC Crude on October 31, 2025.

Distributable Cash Flow1 and Free Cash Flow1 in the fourth quarter were lower as distributions received from Permian Highway Pipeline (“PHP”) were down $31.3 million from the third quarter due in large part to a minor timing change in distribution policy resulting in the fourth quarter distribution being paid at the beginning of January 2026. The timing change in the PHP distribution policy has no other impact or consequence.

The Company repurchased $176.0 million9 of Class A common stock in 2025 under the existing Repurchase Program, of which $3.5 million was repurchased during the fourth quarter of 2025.
2026 Outlook & Guidance
Kinetik estimates full year 2026 Adjusted EBITDA1 to be between $950 million and $1,050 million. The midpoint of guidance assumes:
High single-digit percentage growth year-over-year in gas processed volumes across the system, after accounting for expected Waha price-related production shut-ins;
ECCC Pipeline in-service during the second quarter of 2026;
Kings Landing acid gas injection (“AGI”) and sour conversion project in-service by year-end 2026; and
2026 average annual commodity prices10 of $61.58 per barrel for WTI, $3.34 per Mmbtu for Houston Ship Channel natural gas, $0.44 per Mmbtu for Waha Hub natural gas, and $0.52 per gallon for composite natural gas liquids.

Key factors that could drive meaningful variability within the Adjusted EBITDA1 guidance range include (i) significant changes in commodity prices, (ii) elevated or fewer price-related production shut-ins, (iii) producer development delays or accelerations resulting from commodity price conditions, and (iv) changes in the completion timing of certain strategic projects.

2


Kinetik estimates 2026 Capital Expenditures3 (including maintenance) to be between $450 million and $510 million. Guidance assumes:
Approximately 70% of Capital Expenditures3 is to be spent in New Mexico, which reflects the Company’s rich opportunity set;
The in-service of the ECCC Pipeline, the Kings Landing AGI and sour conversion project, and expansion of its low- and high-pressure gathering system in Eddy and Lea Counties; and
Optimization projects in Texas that increase processing capacity across several Delaware South complexes, as well as construction of the behind-the-meter gas-fired power generation project at Diamond Cryo.
Capital Allocation Framework
Kinetik is committed to a growth-oriented, scale-driven capital allocation framework that prioritizes long-term value creation while maintaining financial resilience across market cycles. The Company intends to operate within a targeted Leverage Ratio1,6 range of 3.5x to 4.0x, while preserving ample liquidity to enable disciplined, value-accretive capital deployment.

Capital allocation decisions and incremental capital returns will be evaluated across three primary levers including organic growth, dividend increases, and share repurchases:
Organic growth: Prioritize projects with mid-teens or stronger unlevered returns that expand system scale and position the Company for attractive near- and long-term growth
Dividend increases: Target 3% to 5% annual increases until Dividend Coverage1,4 of 1.6x or higher is achieved, at which time the annual dividend is expected to grow in-line with earnings growth
Share repurchases: Opportunistic and highly accretive to per-share metrics and central to longer term incremental returns

Each lever will compete for capital based on its ability to deliver meaningful, sustainable shareholder value.
Strategic Projects & Commercial Update
Kinetik continues to make significant progress across the Delaware North footprint, highlighted by the successful completion of contract amendments with two of its largest customers. Collectively, the amended contracts increase Adjusted EBITDA1 beginning in 2026, enhance cash flow visibility, strengthen long‑term customer alignment, and position the Company to grow alongside these producers over the next decade as development increasingly shifts toward more sour gas benches.
Following the recent FID, Kinetik is progressing construction of the AGI and sour conversion project at Kings Landing. The project will enable the Company to handle elevated levels of H₂S and CO₂ across all three Delaware North processing complexes. The Company continues to work closely with the Bureau of Land Management and the New Mexico Oil Conservation Division to expedite any remaining permitting requirements. The project remains on schedule with in‑service anticipated by year-end 2026.

Construction continues to progress on the ECCC Pipeline, which will connect the western portion of Kinetik’s system North to South between Eddy and Culberson counties. The project remains on track for in-service during the second quarter of 2026.

In Delaware South, the Company advanced its wholly-owned behind-the-meter power generation project at Diamond Cryo with the purchase of a 40 MW gas turbine. Regulatory and engineering site work is underway, and the project requires less than $25 million in total capital and is targeted for in-service in late 2026. This solution is scalable and can be replicated across additional processing facilities within Kinetik’s footprint.

In February 2026, Kinetik began a pilot engagement with Palantir to evaluate opportunities to enhance decision-making support, integrate real‑time profitability analytics, and improve planning across the Company’s Delaware Basin footprint. This work supports a broader strategy to leverage data and technology to drive efficiency, reliability, and value creation.
Conference Call & Webcast
Kinetik will host its fourth quarter 2025 results conference call on February 26, 2026 at 8:00 am Central Time (9:00 am Eastern Time). To access a live webcast of the conference call, please visit the Investors section of Kinetik’s website at www.ir.kinetik.com. A replay of the conference call will be available on the website following the call.
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Investor Presentation
An updated investor presentation will be available under Events and Presentations in the Investors section of the Company’s website at www.ir.kinetik.com.
About Kinetik Holdings Inc.
Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast midstream C-corporation operating in the Delaware Basin. Kinetik is headquartered in Houston and Midland, Texas. Kinetik provides comprehensive gathering, transportation, compression, processing and treating services for companies that produce natural gas, natural gas liquids, crude oil and water. Kinetik posts announcements, operational updates, investor information and press releases on its website, www.kinetik.com.
Investor Contact
Alex Durkee
(713) 574-4743
investors@kinetik.com
Forward-looking statements
This news release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, outlooks, guidance or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about the Company’s future business strategy and plans, expectations, and objectives for the Company’s operations, including statements about strategy, synergies, sustainability goals and initiatives, technology adoption, portfolio monetization opportunities, growth, expansion, cost reduction and other capital projects and the timing and cost thereof, future operations, and financial guidance, growth opportunities, the amount and timing of future shareholder returns, the Company’s projected dividend amounts and the timing thereof, and the Company’s targeted leverage and financial profile. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 to be filed with the SEC. Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future development, or otherwise, except as may be required by law.
Additional information
Additional information follows, including a reconciliation of Adjusted EBITDA, Distributable Cash Flow, Free Cash Flow, and Net Debt (non-GAAP financial measures) to the GAAP measures.
Non-GAAP financial measures
Kinetik’s financial information includes information prepared in conformity with generally accepted accounting principles (GAAP) as well as non-GAAP financial information. It is management’s intent to provide non-GAAP financial information to enhance understanding of our consolidated financial information as prepared in accordance with GAAP. Adjusted EBITDA, Distributable Cash Flow, Free Cash Flow, Dividend Coverage Ratio, Net Debt and Leverage Ratio are non-GAAP measures. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated. See “Reconciliation of GAAP to Non-GAAP Measures” elsewhere in this news release. This news release also includes certain forward-looking non-GAAP financial information. Reconciliations of these forward-looking non-GAAP measures to their most directly comparable GAAP measure are not available without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount
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of various reconciling items that would impact the most directly comparable forward-looking GAAP financial measure, that have not yet occurred, are out of Kinetik’s control and/or cannot be reasonably predicted. Accordingly, such reconciliation is excluded from this new release. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

1.A non-GAAP financial measure. See “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Measures” for further details.
2.2025 Adjusted EBITDA, excluding actual Adjusted EBITDA contributions from EPIC Crude.
3.Net of contributions in aid of construction and returns of invested capital from unconsolidated affiliates.
4.Dividend Coverage Ratio is Distributable Cash Flow divided by total declared dividends.
5.Net Debt is defined as total current and long-term debt, excluding deferred financing costs, less cash and cash equivalents.
6.Leverage Ratio is total debt less cash and cash equivalents divided by last twelve months Adjusted EBITDA, calculated per the Company’s credit agreement. The calculation includes EBITDA Adjustments for Qualified Projects, Acquisitions and Divestitures.
7.Net Debt to Adjusted EBITDA Ratio is defined as Net Debt divided by last twelve months Adjusted EBITDA.
8.161.6 million shares, issued and outstanding shares as of December 31, 2025, is the sum of 64.1 million shares of Class A common stock and 97.6 million shares of Class C common stock.
9.Aggregate Dollar value of Kinetik Class A common stock repurchased as of December 31, 2025.
10.Market forward pricing as of February 13, 2026.
5


KINETIK HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 Three Months Ended December 31,Twelve Months Ended December 31,
 2025202420252024
(In thousands, except per share data)
Operating revenues:
Service revenue$101,578 $106,290 $445,496 $408,000 
Product revenue325,525 275,894 1,307,228 1,062,986 
Other revenue3,316 3,532 11,665 11,943 
Total operating revenues430,419 385,716 1,764,389 1,482,929 
Operating costs and expenses:
Costs of sales (excluding depreciation and amortization)(1)
170,496 175,832 785,948 620,618 
Operating expenses63,617 52,692 271,402 195,970 
Ad valorem taxes8,402 6,314 28,851 24,714 
General and administrative expenses38,684 39,311 130,616 134,157 
Depreciation and amortization expenses100,800 87,947 382,645 324,197 
Loss (gain) on disposal of assets, net23 (50)4,040 
Total operating costs and expenses382,022 362,046 1,599,470 1,303,696 
Operating income48,397 23,670 164,919 179,233 
Other income (expense):
Interest and other income163 530 3,983 2,802 
Loss on debt extinguishment— (35)(635)(525)
Gain on sale of equity method investment415,409 — 415,409 89,802 
Interest expense(59,422)(49,690)(233,371)(217,235)
Equity in earnings of unconsolidated affiliates51,879 43,523 226,351 213,191 
Total other income (expense), net408,029 (5,672)411,737 88,035 
Income before income taxes456,426 17,998 576,656 267,268 
Income tax expense39,725 1,774 50,728 23,035 
Net income including noncontrolling interest
416,701 16,224 525,928 244,233 
Net income attributable to Common Unit limited partners273,481 10,715 347,668 164,219 
Net income attributable to holders of Class A Common Stock$143,220 $5,509 $178,260 $80,014 
Net income attributable to holders of Class A Common Stock
Basic$2.18 $0.01 $2.66 $1.03 
Diluted$2.16 $0.01 $2.63 $1.02 
Weighted-average shares
Basic64,057 59,783 61,962 59,284 
Diluted64,613 60,551 62,665 60,115 
(1)Cost of sales (excluding depreciation and amortization) is net of gas service revenues totaling $91.5 million and $60.4 million for the three months ended December 31, 2025 and 2024, respectively, and $315.6 million and $219.7 million for the years ended December 31, 2025 and 2024, respectively, for certain volumes, where we act as principal.

6


KINETIK HOLDINGS INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
Three Months Ended December 31,For The Year Ended December 31,
2025202420252024
(In thousands)
Net Income Including Noncontrolling Interests to Adjusted EBITDA
Net income including noncontrolling interest (GAAP)
$416,701 $16,224 $525,928 $244,233 
Add back:
Interest expense59,422 49,690 233,371 217,235 
Income tax expense39,725 1,774 50,728 23,035 
Depreciation and amortization expenses100,800 87,947 382,645 324,197 
Amortization of contract costs1,740 1,656 6,794 6,621 
Proportionate EMI EBITDA76,103 84,113 339,448 346,666 
Share-based compensation18,040 23,669 62,617 76,536 
Loss (gain) on disposal of assets, net23 (50)4,040 
Loss on debt extinguishment— 35 635 525 
Commodity hedging unrealized (gain) loss(5,740)12,722 (18,871)10,788 
Contingent liabilities fair value adjustment(510)(1,200)5,190 200 
Integration costs2,337 735 14,958 5,826 
Acquisition/divestiture transaction costs(562)558 275 4,096 
Litigation costs
10,566 2,666 19,708 $6,074 
Other one-time costs or amortization974 988 7,540 6,027 
Deduct:
Other interest income
236 530 1,510 1,988 
Gain (loss) on sale of equity method investment415,409 — 415,409 89,802 
Equity income from unconsolidated affiliates51,879 43,523 226,351 213,191 
Adjusted EBITDA(1) (non-GAAP)
$252,095 $237,474 $987,704 $971,118 
Distributable Cash Flow(2)
Adjusted EBITDA (non-GAAP)$252,095 $237,474 $987,704 $971,118 
Proportionate EBITDA from unconsolidated affiliates(76,103)(84,113)(339,448)(346,666)
Returns on invested capital from unconsolidated affiliates40,798 66,322 246,002 289,992 
Interest expense(59,422)(49,690)(233,371)(217,235)
Unrealized loss (gain) on interest rate swaps
61 (3,102)(571)(333)
Maintenance capital expenditures(5,721)(11,451)(39,811)(39,862)
Distributable cash flow (non-GAAP)
$151,708 $155,440 $620,505 $657,014 
Free Cash Flow(3)
Distributable cash flow (non-GAAP)$151,708 $155,440 $620,505 $657,014 
Cash interest adjustment(28,552)(25,042)17,875 (27,036)
Realized gain on interest rate swaps202 1,251 608 13,149 
Growth capital expenditures(132,511)(97,437)(475,346)(227,690)
Capitalized interest(2,206)(3,436)(14,514)(8,321)
Investments in unconsolidated affiliates— — (1,206)(3,273)
Returns of invested capital from unconsolidated affiliates— 1,270 2,853 4,059 
Contributions in aid of construction(657)433 16,392 2,231 
Free cash flow (non-GAAP)
$(12,016)$32,479 $167,167 $410,133 
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KINETIK HOLDINGS INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
For The Year Ended December 31,
20252024
(In thousands)
Reconciliation of net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities$604,120 $637,346 
Net changes in operating assets and liabilities23,026 43,401 
Interest expense233,371 217,235 
Amortization of deferred financing costs(7,869)(7,438)
Current income tax expense68 3,532 
Returns on invested capital from unconsolidated affiliates(246,002)(289,992)
Proportionate EBITDA from unconsolidated affiliates339,448 346,666 
Derivative fair value adjustment and settlement19,442 (10,455)
Commodity hedging unrealized (gain) loss(18,871)10,788 
Interest income
(1,510)(1,988)
Integration costs14,958 5,826 
Acquisition/divestiture transaction costs275 4,096 
Litigation costs
19,708 6,074 
Other one-time cost or amortization7,540 6,027 
Adjusted EBITDA(1) (non-GAAP)
$987,704 $971,118 

December 31,September 30,June 30,March 31,
2025202520252025
(In thousands)
Net Debt(4)
Short-term debt$165,200 $178,600 $189,300 $148,800 
Long-term debt, net3,627,720 3,956,330 3,736,972 3,568,457 
Plus: Debt issuance costs, net25,280 26,670 28,028 26,543 
Total debt3,818,200 4,161,600 3,954,300 3,743,800 
Less: Cash and cash equivalents3,951 7,737 10,733 8,845 
Net debt (non-GAAP)
$3,814,249 $4,153,863 $3,943,567 $3,734,955 
(1) Adjusted EBITDA is defined as net income including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs, litigation costs and extraordinary losses and unusual or non-recurring charges. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP.
(2) Distributable Cash Flow is defined as Adjusted EBITDA, adjusted for the proportionate EBITDA from unconsolidated affiliates, returns on invested capital from unconsolidated affiliates, interest expense, net of amounts capitalized, unrealized gains or losses on interest rate swaps and maintenance capital expenditures. Distributable Cash Flow should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP. We believe that Distributable Cash Flow is a useful measure to compare cash generation performance from period to period and to compare the cash generation performance for specific periods to the amount of cash dividends we make.
(3) Free Cash Flow is defined as Distributable Cash Flow adjusted for growth capital expenditures, investments in unconsolidated affiliates, returns of invested capital from unconsolidated affiliates, cash interest, capitalized interest, realized gains or losses on interest rate swaps and contributions in aid of construction. Free Cash flow should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP. We believe that Free Cash Flow is a useful performance measure to compare cash generation performance from period to period and to compare the cash generation performance for specific periods to the amount of cash dividends that we make.
(4) Net Debt is defined as total short-term and long-term debt, excluding deferred financing costs, premiums and discounts, less cash and cash equivalents. Net Debt illustrates our total debt position less cash on hand that could be utilized to pay down debt at the balance sheet date. Net Debt should not be considered as an alternative to the GAAP measure of total long-term debt, or any other measure of financial performance presented in accordance with GAAP.
8


KINETIK HOLDINGS INC.
RESULTS OF OPERATIONS BY SEGMENT
The following tables present the Segment Adjusted EBITDA of the Company’s reportable segments and reconciliations of the segment profits to consolidated income before income tax expenses for the three and twelve months ended December 31, 2025 and 2024:
Midstream LogisticsPipeline Transportation
Corporate and Other(1)
EliminationConsolidated
For the Quarter Ended December 31, 2025(In thousands)
Revenue$424,712 $2,391 $— $— $427,103 
Other revenue3,314 — — 3,316 
Intersegment revenue(2)
— 6,941 — (6,941)— 
Total segment operating revenue428,026 9,334 — (6,941)430,419 
Costs of sales (excluding depreciation and amortization expenses)(169,990)(506)— — (170,496)
Intersegment costs of sales(6,941)— — 6,941 — 
Operating expenses(3)
(71,338)(681)— — (72,019)
General and administrative expenses(5,148)(220)(33,316)— (38,684)
Proportionate EMI EBITDA— 76,103 — — 76,103 
Other segment items(4)
(1,527)— 28,299 — 26,772 
Segment Adjusted EBITDA(5)
$173,082 $84,030 $(5,017)$— $252,095 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$173,082 $84,030 $(5,017)$— $252,095 
Add back:
Other interest income— — 236 — 236 
Gain on sale of equity method investment— 415,409 — — 415,409 
Commodity hedging unrealized gain
5,740 — — — 5,740 
Equity income from unconsolidated affiliates— 51,879 — — 51,879 
Deduct:
Interest expense42 — 59,380 — 59,422 
Depreciation and amortization expenses98,484 2,310 — 100,800 
Contract assets amortization1,740 — — — 1,740 
Proportionate EMI EBITDA— 76,103 — — 76,103 
Share-based compensation— — 18,040 — 18,040 
Loss on disposal of assets, net23 — — — 23 
Contingent liabilities fair value adjustment(510)— — — (510)
Integration costs2,170 — 167 — 2,337 
Acquisition / divestiture transaction costs— — (562)— (562)
Litigation costs
— — 10,566 — 10,566 
Other one-time costs or amortization886 — 88 — 974 
Income (loss) before income taxes$75,987 $472,905 $(92,466)$— $456,426 

9


Midstream LogisticsPipeline Transportation
Corporate and Other(1)
EliminationConsolidated
For the Quarter Ended December 31, 2024(In thousands)
Revenue$379,662 $2,522 $— $— $382,184 
Other revenue3,530 — — 3,532 
Intersegment revenue(2)
— 6,811 — (6,811)— 
Total segment operating revenue383,192 9,335 — (6,811)385,716 
Costs of sales (excluding depreciation and amortization expenses)(175,850)18 — — (175,832)
Intersegment costs of sales(6,811)— — 6,811 — 
Operating expenses(3)
(58,325)(681)— — (59,006)
General and administrative expenses(5,855)(427)(33,029)— (39,311)
Proportionate EMI EBITDA— 84,113 — — 84,113 
Other segment items(4)
14,368 — 27,426 — 41,794 
Segment Adjusted EBITDA(5)
$150,719 $92,358 $(5,603)$— $237,474 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment adjusted EBITDA$150,719 $92,358 $(5,603)$— $237,474 
Add back:
Other interest income— — 530 — 530 
Gain on disposal of assets50 — — — 50 
Equity income from unconsolidated affiliates— 43,523 — — 43,523 
Deduct:
Interest expense81 — 49,609 — 49,690 
Depreciation and amortization expenses85,634 2,307 — 87,947 
Contract assets amortization1,656 — — — 1,656 
Proportionate EMI EBITDA— 84,113 — — 84,113 
Share-based compensation— — 23,669 — 23,669 
Commodity hedging unrealized loss12,722 — — — 12,722 
Loss on debt extinguishment— 35 — — 35 
Contingent liabilities fair value adjustment(1,200)— — — (1,200)
Integration costs318 — 417 — 735 
Acquisition / divestiture transaction costs— — 558 — 558 
Litigation costs
— — 2,666 — 2,666 
Other one-time costs or amortization871 — 117 — 988 
Income (loss) before income taxes$50,687 $49,426 $(82,115)$— $17,998 

10


Midstream LogisticsPipeline Transportation
Corporate and Other(1)
EliminationConsolidated
For the Year Ended December 31, 2025(In thousands)
Revenue$1,743,171 $9,553 $— $— $1,752,724 
Other revenue11,657 — — 11,665 
Intersegment revenue(2)
— 25,212 — (25,212)— 
Total segment operating revenue1,754,828 34,773 — (25,212)1,764,389 
Costs of sales (excluding depreciation and amortization expenses)(785,615)(333)— — (785,948)
Intersegment costs of sales(25,212)— — 25,212 — 
Operating expenses(3)
(297,621)(2,632)— — (300,253)
General and administrative expenses(23,878)(1,122)(105,616)— (130,616)
Proportionate EMI EBITDA— 339,448 — — 339,448 
Other segment items(4)
13,343 — 87,341 — 100,684 
Segment Adjusted EBITDA(5)
$635,845 $370,134 $(18,275)$— $987,704 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$635,845 $370,134 $(18,275)$— $987,704 
Add back:
Other interest income— — 1,510 — 1,510 
Commodity hedging unrealized gain18,871 — — — 18,871 
Gain on sale of equity method investment— 415,409 — — 415,409 
Equity income from unconsolidated affiliates— 226,351 — — 226,351 
Deduct:
Interest expense138 — 233,233 — 233,371 
Depreciation and amortization expenses373,388 9,234 23 — 382,645 
Contract assets amortization6,794 — — — 6,794 
Proportionate EMI EBITDA— 339,448 — — 339,448 
Share-based compensation— — 62,617 — 62,617 
Loss on disposal of assets, net— — — 
Loss on debt extinguishment— — 635 — 635 
Contingent liabilities fair value adjustment5,190 — — — 5,190 
Integration costs13,169 — 1,789 — 14,958 
Acquisition / divestiture transaction costs— — 275 — 275 
Litigation costs
— — 19,708 — 19,708 
Other one-time costs and amortization4,588 — 2,952 — 7,540 
Income (loss) before income taxes$251,441 $663,212 $(337,997)$— $576,656 

11


Midstream LogisticsPipeline Transportation
Corporate and Other(1)
EliminationConsolidated
For the year ended December 31, 2024(In thousands)
Revenue$1,461,898 $9,088 $— $— $1,470,986 
Other revenue11,652 291 — — 11,943 
Intersegment revenue(2)
— 26,099 — (26,099)— 
Total segment operating revenue1,473,550 35,478 — (26,099)1,482,929 
Costs of sales (excluding depreciation and amortization expenses)(620,617)(1)— — (620,618)
Intersegment costs of sales(26,099)— — 26,099 — 
Operating expenses(3)
(217,780)(2,904)— — (220,684)
General and administrative expenses(19,623)(1,689)(112,845)— (134,157)
Proportionate EMI EBITDA— 346,666 — — 346,666 
Other segment items(4)
25,452 — 91,530 — 116,982 
Segment Adjusted EBITDA(5)
$614,883 $377,550 $(21,315)$— $971,118 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$614,883 $377,550 $(21,315)$— $971,118 
Add back:
Other interest income— — 1,988 — 1,988 
Gain on sale of equity method investment— 89,802 — — 89,802 
Equity in earnings of unconsolidated affiliates— 213,191 — — 213,191 
Deduct:
Interest expense81 — 217,154 — 217,235 
Depreciation and amortization expenses314,970 9,204 23 — 324,197 
Contract assets amortization6,621 — — — 6,621 
Proportionate EMI EBITDA— 346,666 — — 346,666 
Share-based compensation— — 76,536 — 76,536 
Loss on disposal of assets, net4,040 — — — 4,040 
Commodity hedging unrealized loss10,788 — — — 10,788 
Loss on debt extinguishment— — 525 — 525 
Contingent liabilities fair value adjustment200 — — — 200 
Integration costs2,110 — 3,716 — 5,826 
Acquisition / divestiture transaction costs— — 4,096 — 4,096 
Litigation costs
229 — 5,845 — 6,074 
Other one-time costs or amortization4,690 — 1,337 — 6,027 
Income (loss) before income taxes$271,154 $324,673 $(328,559)$— $267,268 
(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 included here to reconcile operating segments’ profit and loss with the Company’s consolidated profit and loss.
(2)The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value. Intersegment revenue is eliminated at consolidation.
(3)Operating expenses includes ad valorem taxes.
(4)Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, fair value adjustments to contingent liabilities, commodity hedging unrealized gain or loss, integration costs, acquisition/divestiture costs, litigation costs and other one-time costs or amortization.
(5)Adjusted EBITDA is defined as net income including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs, litigation costs and extraordinary losses and unusual or non-recurring charges. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including non-controlling interest or any other measure of financial performance presented in accordance with GAAP.
12

FAQ

How did Kinetik Holdings (KNTK) perform financially in full year 2025?

Kinetik generated net income including noncontrolling interest of $525.9 million in 2025 and record Adjusted EBITDA of $987.7 million. Distributable Cash Flow was $620.5 million, and Free Cash Flow was $167.2 million after $497.1 million of capital expenditures, indicating strong but investment-heavy performance.

What were Kinetik Holdings’ key fourth quarter 2025 financial results?

In Q4 2025, Kinetik reported net income including noncontrolling interest of $416.7 million and Adjusted EBITDA of $252.1 million. Distributable Cash Flow was $151.7 million, while Free Cash Flow was negative $12.0 million due to $138.9 million of capital expenditures and higher growth spending.

What 2026 Adjusted EBITDA guidance did Kinetik Holdings (KNTK) provide?

For 2026, Kinetik estimates Adjusted EBITDA between $950 million and $1.05 billion. The midpoint implies about 7% year-over-year growth versus 2025 excluding EPIC Crude contributions, assuming volume growth, ECCC Pipeline in-service in Q2 2026, and Kings Landing sour gas projects in-service by year-end 2026.

How much will Kinetik Holdings invest in capital expenditures in 2026?

Kinetik projects 2026 capital expenditures of $450 million to $510 million, including maintenance. About 70% is expected in New Mexico, funding the ECCC Pipeline, Kings Landing acid gas injection and sour conversion, gathering expansions, and the 40 MW behind-the-meter power project at Diamond Cryo.

What is Kinetik Holdings’ leverage and net debt position at year-end 2025?

At December 31, 2025, Kinetik reported net debt of $3.814 billion, based on total debt of $3.818 billion and $4.0 million of cash. The company’s leverage ratio was 3.8x and its Net Debt to Adjusted EBITDA ratio was 3.9x, within its targeted leverage range.

Did Kinetik Holdings (KNTK) return capital to shareholders in 2025?

Yes. Kinetik repurchased $176.0 million of Class A common stock in 2025 under its existing repurchase program, including $3.5 million in the fourth quarter. The company also maintained a Dividend Coverage Ratio of 1.2x, supporting ongoing dividend payments alongside significant growth investment.

How did Kinetik’s Midstream Logistics and Pipeline segments perform in Q4 2025?

In Q4 2025, Midstream Logistics Adjusted EBITDA was $173.1 million, up 15% year-over-year, with gas processed volumes of 1.79 Bcf/d, a 3% increase. Pipeline Transportation Adjusted EBITDA was $84.0 million, down 9% year-over-year due to the divestiture of the EPIC Crude equity interest.

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3.01B
46.79M
Oil & Gas Midstream
Natural Gas Transmission
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United States
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