I Squared entity trims Kinetik (KNTK) stake with 4M-share Class A sale

Rhea-AI Filing Summary

Entities affiliated with I Squared Capital reported a major restructuring of their Kinetik Holdings stake. On February 26, 2026, Buzzard Midstream LLC, which holds the position for these reporting persons, converted 4,000,000 Kinetik Holdings Units into 4,000,000 shares of Class A Common Stock through a derivative conversion at no stated cost per share.

That same day, Buzzard Midstream LLC sold 4,000,000 shares of Class A Common Stock in an open‑market or private transaction at $44.85 per share, leaving it with one share of Class A Common Stock indirectly owned. Following the conversion, Buzzard Midstream LLC continued to hold 18,569,492 Kinetik Holdings Units, over which ISQ Global Fund II GP LLC and its upstream entities exercise voting and investment power, while individual members Sadek Wahba and Gautam Bhandari disclaim beneficial ownership except for any pecuniary interest.

Insights

Equity ownership and governance analyst

Large I Squared–affiliated holder converted 4M units then sold 4M Kinetik Class A shares.

The transactions show Buzzard Midstream LLC, associated with ISQ Global Fund II GP LLC and related I Squared entities, exchanging 4,000,000 Kinetik Holdings Units for 4,000,000 Class A shares, then selling those 4,000,000 Class A shares at $44.85 per share on February 26, 2026.

Afterward, Buzzard Midstream LLC still held 18,569,492 Kinetik Holdings Units, while only one Class A share remained. Individual members Sadek Wahba and Gautam Bhandari explicitly disclaim beneficial ownership beyond any pecuniary interest, so these are best viewed as entity‑level transactions rather than personal trading activity.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

ISQ Global Fund II GP LLC

(Last) (First) (Middle)

600 BRICKELL AVENUE

PENTHOUSE

(Street)

MIAMI FL 33131-3067

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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

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

	Form filed by One Reporting Person
X	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	02/26/2026		C		4,000,000	A	(1)(2)	4,000,001	I	See Explanation of Responses(3)
Class A Common Stock	02/26/2026		S		4,000,000	D	$44.85	1	I	See Explanation of Responses(3)

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
Kinetik Holdings Units	(1)(2)	02/26/2026		C			4,000,000	(1)(2)	(1)(2)	Class A Common Stock	4,000,000	$0	18,569,492	I	See Explanation of Responses(3)

1. Name and Address of Reporting Person^*

ISQ Global Fund II GP LLC

(Last) (First) (Middle)

600 BRICKELL AVENUE

PENTHOUSE

(Street)

MIAMI FL 33131-3067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

I Squared Capital, LLC

(Last) (First) (Middle)

600 BRICKELL AVENUE

PENTHOUSE

(Street)

MIAMI FL 33131-3067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ISQ Holdings, LLC

(Last) (First) (Middle)

600 BRICKELL AVENUE

PENTHOUSE

(Street)

MIAMI FL 33131-3067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Wahba Sadek

(Last) (First) (Middle)

600 BRICKELL AVENUE

PENTHOUSE

(Street)

MIAMI FL 33131-3067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bhandari Gautam

(Last) (First) (Middle)

600 BRICKELL AVENUE

PENTHOUSE

(Street)

MIAMI FL 33131-3067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Securities issued pursuant to and in connection with a contribution agreement (the "Contribution Agreement"), dated October 21, 2021, by and among Kinetik Holdings Inc., a Delaware corporation (f/k/a Altus Midstream Company, the "Issuer"), Kinetik Holdings LP, a Delaware limited partnership (f/k/a Altus Midstream LP, the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership, and New BCP Raptor Holdco, LLC, a Delaware limited liability company.

2. The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in the Partnership ("Partnership Common Units") and an equal number of paired shares of Class C Common Stock of the Issuer. The terms of the Third Amended and Restated Agreement of Limited Partnership of the Partnership provide that each holder of Partnership Common Units (other than the Issuer) generally has the right to cause the Partnership to redeem all or a portion of its Partnership Common Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer or, at the Partnership's election, an equivalent amount of cash. In connection with any redemption of Partnership Common Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The Partnership Common Units and the right to exercise the Redemption Right have no expiration date.

3. The securities are directly held by Buzzard Midstream LLC. ISQ Global Fund II GP, LLC ("Fund II GP") is the general partner of the members of the indirect owners of Buzzard Midstream LLC and, in such capacity, exercises voting and investment power over the securities directly held by Buzzard Midstream LLC. I Squared Capital, LLC ("I Squared Capital") is the sole member of Fund II GP. ISQ Holdings, LLC ("ISQ Holdings") is the managing member of I Squared Capital. Each of Sadek Wahba and Gautam Bhandari is a member of ISQ Holdings and disclaims beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein.

	ISQ Global Fund II GP, LLC, By: /s/ Gautam Bhandari, Director	03/02/2026
	I Squared Capital, LLC, By: ISQ Holdings, LLC, its managing member, By: /s/ Gautam Bhandari, Manager	03/02/2026
	ISQ Holdings, LLC, By: /s/ Gautam Bhandari, Manager	03/02/2026
	/s/ Sadek Wahba	03/02/2026
	/s/ Gautam Bhandari	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did I Squared-affiliated entities report for Kinetik Holdings (KNTK)?

They reported converting 4,000,000 Kinetik Holdings Units into 4,000,000 Class A shares, then selling all 4,000,000 Class A shares. The activity occurred on February 26, 2026, through Buzzard Midstream LLC, leaving that entity with one Class A share and 18,569,492 units.

Who actually holds the Kinetik Holdings (KNTK) shares in this Form 4 filing?

The securities are directly held by Buzzard Midstream LLC, not the individuals. ISQ Global Fund II GP LLC and related I Squared Capital entities exercise voting and investment power, while Sadek Wahba and Gautam Bhandari disclaim beneficial ownership except for any pecuniary interest in these holdings.

How many Kinetik Holdings Units remain held after the reported Form 4 transactions?

After the derivative conversion and subsequent share sale, Buzzard Midstream LLC continued to hold 18,569,492 Kinetik Holdings Units. These units represent limited partnership interests paired with Class C stock, and the reporting structure gives I Squared-affiliated entities voting and investment power over these remaining units.

At what price were Kinetik Holdings (KNTK) shares sold in this insider transaction?

The 4,000,000 shares of Kinetik Class A Common Stock were sold at $44.85 per share. The sale was reported as an open-market or private transaction on February 26, 2026, and followed the same-day conversion of 4,000,000 Kinetik Holdings Units into Class A shares.

Did the reporting individuals personally trade Kinetik Holdings (KNTK) shares?

The filing shows securities held and transacted by Buzzard Midstream LLC, not directly by the individuals. Sadek Wahba and Gautam Bhandari are members of ISQ Holdings and expressly disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest they may have.

What is a Kinetik Holdings Unit as described in this Form 4 for KNTK?

A Kinetik Holdings Unit represents a Partnership Common Unit in Kinetik Holdings LP paired with a share of Class C Common Stock. Holders can generally redeem these units for Class A Common Stock or, at the partnership’s election, cash, while the corresponding Class C shares are cancelled on redemption.