Kinetik Holdings (KNTK) grants PSUs and RSUs to insider Jamie Welch

Rhea-AI Filing Summary

Kinetik Holdings Inc. director and officer Jamie Welch reported stock-based compensation awards and related share accruals. On February 20, 2026, Welch received 42,635 performance share units (PSUs), each representing a contingent right to one share of Class A common stock, with 0–200% of the target eligible to vest based on the company’s annualized total shareholder return from January 1, 2026, through December 31, 2028.

Welch also acquired 3,592 dividend-equivalent PSUs tied to previously granted PSUs, and awards of Class A common stock totaling 56,846 shares at no cost, which are described as restricted stock units vesting generally on January 1, 2027 and January 1, 2029, subject to continued service. Footnotes note additional small accumulations of Class A shares through the dividend reinvestment plan, a 401(k) account, and Welch’s spouse’s retirement account.

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^*

Welch Jamie

(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)

X	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)		56,846	A	$0	3,770,769(2)	D
Class A Common Stock, par value $0.001	02/20/2026		A(3)		1,238	A	$0	3,772,007	D
Class A Common Stock, par value $0.001								1,807(4)	I	By 401(k) plan
Class A Common Stock, par value $0.001								1,522(5)	I	By Spouse

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	(6)	02/20/2026		A		42,635		(6)	(6)	Class A Common Stock, par value $0.001	149,495	$0	149,495	D
Performance Share Units	(7)	02/20/2026		A		3,592		(7)	(7)	Class A Common Stock, par value $0.001	153,086	$0	153,087	D

Explanation of Responses:

1. Includes an award of restricted stock units ("RSUs") granted to the Reporting Person under the Kinetik Holding 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. Includes 3,116 shares of Class A Common Stock not previously reported pursuant to Rule 16a-11 under the Securities Exchange Act (the "Exchange") of 1934 that were acquired under the Company's Dividend and Distribution Reinvestment Plan (the "DRIP") after the Reporting Person's immediately prior Form 4 filing.

3. Includes an award of RSUs granted to the Reporting Person under the Plan, as amended from time to time that will generally vest on January 1, 2027, 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

4. Includes an additional 35 shares of Class A Common Stock acquired by the Reporting Person's individual 401(k) account.

5. Reflects shares of Class A Common Stock held in the Reporting Person's spouse's individual retirement account. Includes an additional 30 shares acquired by the Reporting Person's spouse since the date of the Reporting Person's last Form 4 pursuant to the DRIP, which acquisition was exempt from Section 16 pursuant to Rule 16a-11 under the Exchange Act.

6. 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.

7. Reflects 3,592 dividend equivalent shares accrued on PSUs granted to the Reporting Person under the Company's Plan and the DRIP 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:

CEO, President and Director

	/s/ Lindsay Ellis, Attorney-In-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Kinetik Holdings (KNTK) report for Jamie Welch?

Jamie Welch reported grants of performance share units and restricted stock units, plus related dividend-equivalent PSUs and small share accumulations via dividend reinvestment, 401(k), and a spouse’s retirement account. All reported transactions reflect equity awards or accruals rather than open-market stock purchases or sales.

How many performance share units did Jamie Welch receive from Kinetik Holdings (KNTK)?

Jamie Welch received 42,635 performance share units (PSUs), each representing a contingent right to one share of Class A common stock. Vesting depends on continued service and Kinetik Holdings’ annualized total shareholder return over the January 1, 2026 to December 31, 2028 performance period.

What are the vesting conditions on Jamie Welch’s Kinetik Holdings (KNTK) PSUs?

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. Vesting also requires Jamie Welch’s continued service relationship with the company throughout the performance period.

What restricted stock unit awards did Jamie Welch receive from Kinetik Holdings (KNTK)?

Jamie Welch received Class A common stock awards described as RSUs under Kinetik’s 2019 Omnibus Compensation Plan. These RSUs generally vest on January 1, 2027 and January 1, 2029, provided Welch maintains a continued service relationship, and settle in shares of Class A common stock on a one-for-one basis.

How were dividend equivalents treated in Jamie Welch’s Kinetik Holdings (KNTK) awards?

Welch accrued 3,592 dividend-equivalent PSUs tied to previously granted PSUs under the company’s plan and dividend reinvestment program. Each dividend equivalent unit entitles Welch to receive Class A common stock, subject to the same vesting and settlement terms as the underlying PSUs when those units ultimately vest.

Did Jamie Welch’s spouse or retirement accounts hold Kinetik Holdings (KNTK) shares?

Yes. Footnotes indicate additional Class A shares held in Welch’s individual 401(k) account and in a spouse’s individual retirement account. These include small incremental shares acquired through the company’s dividend and distribution reinvestment plan since Welch’s prior Form 4 report.