Kinetik (NYSE: KNTK) executive awarded new RSUs and PSUs equity grants

Rhea-AI Filing Summary

Kinetik Holdings Inc. executive Ellis Lindsay reported equity awards that increase his direct stake in the company. On February 20, 2026, he received 10,676 shares of Class A common stock in the form of restricted stock units that generally vest on January 1, 2029, subject to continued service.

He also acquired 5,338 performance share units (PSUs), each representing a contingent right to one share of Class A common stock, with 0% to 200% of the target PSUs eligible to vest based on total shareholder return from January 1, 2026 through December 31, 2028. In addition, 129 PSUs reflect dividend equivalent shares accrued on prior PSU awards under the company’s dividend and distribution reinvestment plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ellis Lindsay

(Last) (First) (Middle)

2700 POST OAK BLVD., SUITE 300

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kinetik Holdings Inc. [ KNTK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.001	02/20/2026		A(1)		10,676	A	$0	43,093(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(2)	02/20/2026		A		5,338		(2)	(2)	Class A Common Stock, par value $0.001	9,111	$0	9,111	D
Performance Share Units	(3)	02/20/2026		A		129		(3)	(3)	Class A Common Stock, par value $0.001	9,240	$0	9,240	D

Explanation of Responses:

1. Includes an award of restricted stock units ("RSUs") granted to the Reporting Person under the Kinetik Holdings Inc. (the "Company") Amended and Restated 2019 Omnibus Compensation Plan (the "Plan") that will generally vest on January 1, 2029, subject to the Reporting Person's continued service relationship with the Company through such date and may be settled only for shares of Class A Common Stock on a one-for-one basis.

2. Represents an award of performance share units ("PSUs") representing a contingent right to receive one share of Class A Common Stock. Between 0% and 200% of the target number of PSUs granted, which were granted under the Plan, are eligible to vest based on continued service relationship with the Company and the Company's annualized total shareholder return over the period from January 1, 2026, through December 31, 2028.

3. Reflects 129 dividend equivalent shares accrued on PSUs granted to the Reporting Person under the Plan and the Company's Dividend and Distribution Reinvestment Plan after the Reporting Person's immediately prior Form 4 filing. Each dividend equivalent unit reflects the right to receive Class A Common Stock, subject to the terms and conditions (including vesting and settlement terms) applicable to the corresponding PSU. During the 2-year vesting period, the award will be credited with dividend equivalents that will be paid out in Class A Common Stock at the time the underlying units vest and shares are issued. The award and credited dividend will be payable on a one-to-one basis of Class A Common Stock for each vested PSU, including PSUs resulting from dividend equivalents.

Remarks:

General Counsel, Chief Compliance Officer & Corporate Secretary

	By: /s/ Lindsay Ellis, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Kinetik Holdings (KNTK) report for Ellis Lindsay?

Ellis Lindsay reported grants of restricted stock units and performance share units in Kinetik Holdings. These equity awards increase his direct holdings and are tied to continued service and performance conditions over multi-year periods.

How many Kinetik Holdings (KNTK) shares did Ellis Lindsay receive in this Form 4?

Ellis Lindsay was granted 10,676 shares of Class A common stock in restricted stock units and 5,338 performance share units, plus 129 dividend equivalent PSUs. Each unit or PSU represents the right to receive one share, subject to vesting terms.

What are the vesting conditions on Ellis Lindsay’s RSUs at Kinetik Holdings (KNTK)?

The restricted stock units generally vest on January 1, 2029, if Ellis Lindsay maintains a continued service relationship with Kinetik Holdings. Once vested, the RSUs may be settled only in shares of Class A common stock on a one-for-one basis.

How do the performance share units (PSUs) for Kinetik Holdings (KNTK) vest?

The PSUs can vest between 0% and 200% of the target amount based on Kinetik Holdings’ annualized total shareholder return from January 1, 2026 through December 31, 2028, along with Ellis Lindsay’s continued service during that performance period.

What are the 129 dividend equivalent PSUs reported for Kinetik Holdings (KNTK)?

The 129 units are dividend equivalent PSUs accrued on earlier awards under Kinetik’s dividend and distribution reinvestment plan. They mirror the vesting and settlement terms of the related PSUs and are payable in Class A common stock on a one-for-one basis when underlying units vest.

Does this Kinetik Holdings (KNTK) Form 4 reflect any stock sales by Ellis Lindsay?

No stock sales are reported. All transactions reflect award or acquisition-type entries, including restricted stock units, performance share units, and dividend equivalent PSUs, which together increase Ellis Lindsay’s potential ownership in Kinetik Holdings if vesting conditions are satisfied.