| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Kinetik Holdings Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2700 Post Oak Boulevard, Suite 300, Houston,
TEXAS
, 77056-4400. |
Item 1 Comment:
The Amendment No. 16 to Schedule 13D ("Amendment No. 16") is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Kinetik Holdings Inc., a Delaware corporation formerly known as Altus Midstream Company (the "Issuer"). The principal executive offices of the Issuer are located at 2700 Post Oak Boulevard, Suite 300, Houston, Texas 77056. This Amendment No. 16 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 4, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed with the SEC on May 19, 2022, Amendment No. 2, filed with the SEC on August 19, 2022, Amendment No. 3, filed with the SEC on November 21, 2022, Amendment No. 4, filed with the SEC on February 21, 2023, Amendment No. 5, filed with the SEC on May 19, 2023, Amendment No. 6, filed with the SEC on August 18, 2023, Amendment No. 7, filed with the SEC on November 27, 2023, Amendment No. 8, filed with the SEC on March 11, 2024, Amendment No. 9, filed with the SEC on March 6, 2025, Amendment No. 10, filed with the SEC on March 14, 2025, Amendment No. 11, filed with the SEC on March 19, 2025, Amendment No. 12, filed with the SEC on June 6, 2025, Amendment No. 13, filed with the SEC on March 2, 2026, Amendment No. 14, filed with the SEC on May 4, 2026, and Amendment No. 15, filed with the SEC on August 19, 2026 (collectively, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 16 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 16 does not modify any of the information previously reported in the Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 5(c) of this Amendment No. 16 is hereby incorporated by reference herein.
Automatic Termination of the Amended and Restated Stockholders Agreement and the Voting Agreement
As disclosed in the Original Schedule 13D, ISQ is a party to the A&R SHA, pursuant to which ISQ had the right to designate (i) two directors to the Board for so long as ISQ beneficially owned 20% or more of the aggregate outstanding shares of Class A Common Stock and Class C Common Stock (collectively, "Common Stock"), and (ii) one director for so long as ISQ beneficially owned 10% or more but less than 20% of the aggregate outstanding shares of Common Stock. Pursuant to the terms of the A&R SHA, the 1,600,399 shares of Class A Common Stock which ISQ may acquire under the terms of the Contribution Allocation Agreement (which may be issued solely to the extent a corresponding forfeiture of Restricted Shares has occurred) are excluded from ISQ's beneficial ownership for purposes of the A&R SHA.
As disclosed in the Original Schedule 13D, ISQ is a party to the Voting Agreement, pursuant to which ISQ agreed to vote all shares of Common Stock held of record by it in favor of individuals designated to the Board pursuant to the A&R SHA. The Voting Agreement would terminate automatically as to ISQ upon ISQ ceasing to beneficially own 10% of the aggregate outstanding shares of Common Stock.
As a result of sales of Class A Common Stock on September 17, 2026, which sales are reported in Item 5(c) herein, ISQ ceased to beneficially own at least 10% of the aggregate outstanding shares of Common Stock. Accordingly, effective September 17, 2026, (i) ISQ no longer has the right to designate any directors to the Board, and (ii) each of the A&R SHA and the Voting Agreement terminated automatically as to ISQ. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 17,618,164 shares of Class A Common Stock, which represent approximately 18.4% of the Class A Common Stock outstanding, as calculated pursuant to Rule 13d-3(d)(1)(i) under the Act. This amount consists of (i) 448,273 shares of Class A Common Stock, (ii) 15,569,492 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis (or, at the Partnership's option, an equivalent amount of cash), and (iii) 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
The percentage ownership reported herein is calculated based on the sum of (i) 80,442,263 shares of Class A Common Stock outstanding as of July 31, 2026, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on August 6, 2026, and (ii) 15,569,492 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
In discussing certain agreements and arrangements in Item 4 of the Schedule 13D, the Reporting Persons (including through certain of their affiliates) describe arrangements involving Blackstone and Apache and certain of their respective affiliates. However, neither the filing of the Schedule 13D (including this Amendment No. 16) nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of a "group" for purposes of Section 13(d) of the Act with such other persons. Each Reporting Person disclaims being a member of a "group" with Blackstone, Apache and/or their respective affiliates and further disclaims beneficial ownership of the shares of Class A Common Stock that may be deemed to be beneficially owned by such persons. |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
Each of the Reporting Persons may be deemed to have shared, not sole, power to vote or to direct the vote, and shared, not sole, power to dispose or to direct the disposition, of the 17,618,164 shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons. |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except as set forth in Exhibit O of this Amendment No. 16, the Reporting Persons have not effected any transactions in the Class A Common Stock since the filing of Amendment No. 15 on August 19, 2026. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit O - Schedule of Transactions |
