I Squared Capital (KNTK) affiliates swap 1.5M Kinetik units for Class A shares

Rhea-AI Filing Summary

Kinetik Holdings Inc. reported that entities affiliated with I Squared Capital converted 1,500,000 Kinetik Holdings Units into 1,500,000 shares of Class A Common Stock. The Kinetik Holdings Units represent partnership units in Kinetik Holdings LP paired with Class C Common Stock and carry a redemption right into Class A shares or cash.

The securities are directly held by Buzzard Midstream LLC, over which ISQ Global Fund II GP LLC, I Squared Capital, LLC and ISQ Holdings, LLC exercise voting and investment power. Individuals Sadek Wahba and Gautam Bhandari are members of ISQ Holdings and disclaim beneficial ownership except to the extent of their pecuniary interest.

Insights

Equity capital markets analyst

Large holder converts partnership units into Class A shares in a structured, non-cash move.

Affiliates of I Squared Capital, through Buzzard Midstream LLC, converted 1,500,000 Kinetik Holdings Units into 1,500,000 Class A Common shares at a stated conversion price of $0.0000 per share, indicating a non-cash equity restructuring rather than an open-market purchase.

After the derivative conversion, Buzzard Midstream LLC still holds 17,069,492 Kinetik Holdings Units and 1,500,001 Class A shares indirectly. This suggests the filing reflects ongoing simplification of the capital structure while maintaining a substantial ownership position, rather than a change in overall exposure.

Insider Trade Summary

1,500,000 shares exercised/converted

Mixed 2 txns

Insider ISQ Global Fund II GP LLC, I Squared Capital, LLC, ISQ Holdings, LLC, Wahba Sadek, Bhandari Gautam

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Conversion	Kinetik Holdings Units	1,500,000	$0.00	--
Conversion	Class A Common Stock	1,500,000	$0.00	--

Holdings After Transaction: Kinetik Holdings Units — 17,069,492 shares (Indirect, See Explanation of Responses); Class A Common Stock — 1,500,001 shares (Indirect, See Explanation of Responses)

Footnotes (1)

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. 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. 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.

Key Figures

Units converted: 1,500,000 Kinetik Holdings Units Class A shares acquired: 1,500,000 shares Conversion price: $0.0000 per unit/share +2 more

5 metrics

Units converted 1,500,000 Kinetik Holdings Units Converted into Class A Common Stock on 2026-04-06

Class A shares acquired 1,500,000 shares Received via derivative conversion on 2026-04-06

Conversion price $0.0000 per unit/share Stated for the derivative conversion

Units held after transaction 17,069,492 Kinetik Holdings Units Indirectly held following the conversion

Class A shares held after 1,500,001 shares Indirect Class A Common Stock position after conversion

Key Terms

Kinetik Holdings Units, Partnership Common Units, Redemption Right, Class C Common Stock, +1 more

5 terms

Kinetik Holdings Units financial

"The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests..."

Partnership Common Units financial

"The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in the Partnership ("Partnership Common Units")..."

Redemption Right financial

"each holder of Partnership Common Units ... has the right to cause the Partnership to redeem ... (the "Redemption Right") in exchange for shares of Class A Common Stock..."

Class C Common Stock financial

"The term "Kinetik Holdings Units" ... and an equal number of paired shares of Class C Common Stock of the Issuer."

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

Third Amended and Restated Agreement of Limited Partnership regulatory

"The terms of the Third Amended and Restated Agreement of Limited Partnership of the Partnership provide that each holder..."

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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 FLORIDA 33131-3067

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

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

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

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

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	04/06/2026		C		1,500,000	A	(1)(2)	1,500,001	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)	04/06/2026		C			1,500,000	(1)(2)	(1)(2)	Class A Common Stock	1,500,000	$0	17,069,492	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 FLORIDA 33131-3067

(City) (State) (Zip)

UNITED STATES

(Country)

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 FLORIDA 33131-3067

(City) (State) (Zip)

UNITED STATES

(Country)

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 FLORIDA 33131-3067

(City) (State) (Zip)

UNITED STATES

(Country)

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 FLORIDA 33131-3067

(City) (State) (Zip)

UNITED STATES

(Country)

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 FLORIDA 33131-3067

(City) (State) (Zip)

UNITED STATES

(Country)

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	04/08/2026
	I Squared Capital, LLC, By: ISQ Holdings, LLC, its managing member, By: /s/ Gautam Bhandari, Manager	04/08/2026
	ISQ Holdings, LLC, By: /s/ Gautam Bhandari, Manager	04/08/2026
	/s/ Sadek Wahba	04/08/2026
	/s/ Gautam Bhandari	04/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Kinetik Holdings (KNTK) insiders report in this Form 4?

The filing shows entities affiliated with I Squared Capital converted 1,500,000 Kinetik Holdings Units into 1,500,000 shares of Class A Common Stock. This was a derivative conversion at a stated price of $0.0000 per share, not an open-market trade.

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

The securities are directly held by Buzzard Midstream LLC. ISQ Global Fund II GP LLC, I Squared Capital, LLC and ISQ Holdings, LLC exercise voting and investment power over these holdings through their roles as upstream controlling entities described in the footnotes.

How many Kinetik Holdings Units remain after the reported conversion?

After converting 1,500,000 Kinetik Holdings Units, Buzzard Midstream LLC continues to hold 17,069,492 Kinetik Holdings Units indirectly. These units are paired with Class C Common Stock and generally carry a right to redeem into Class A Common Stock or cash under the partnership agreement.

How many Kinetik Holdings (KNTK) Class A shares are held after the transaction?

Following the derivative conversion, 1,500,001 shares of Kinetik Holdings Inc. Class A Common Stock are reported as indirectly held. These shares result from exercising the redemption-related mechanics tied to Kinetik Holdings Units as outlined in the partnership’s Third Amended and Restated Agreement.

What is the Redemption Right mentioned in the Kinetik Holdings (KNTK) Form 4?

The Redemption Right allows holders of Partnership Common Units, other than the issuer, to redeem units for shares of Class A Common Stock or, at the partnership’s election, an equivalent amount of cash. The corresponding Class C Common Stock shares are cancelled upon such redemption.

Do Sadek Wahba and Gautam Bhandari personally own the reported KNTK securities?

The footnotes state the securities are directly held by Buzzard Midstream LLC. Sadek Wahba and Gautam Bhandari, as members of ISQ Holdings, disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest in the entity structure.