ISQ group reports 23.1% Kinetik (KNTK) stake after 4M-share sale
Kinetik Holdings Inc. investors affiliated with I Squared Capital have updated their ownership report on the company’s Class A common stock. The reporting group may be deemed to beneficially own 20,169,892 shares of Class A common stock, representing about 23.1% of the outstanding class.
This stake consists of 1 share of Class A common stock, 18,569,492 Common Units paired with an equal number of Class C shares that can be redeemed one-for-one for Class A shares (or cash at the partnership’s option), and 1,600,399 Class A shares that may be acquired under a Contribution Allocation Agreement. The update follows Buzzard Midstream LLC’s redemption of 4,000,000 Common Units for 4,000,000 Class A shares and the sale of those 4,000,000 shares at $44.85 per share.
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FAQ
What ownership stake in Kinetik Holdings (KNTK) is reported in this Schedule 13D/A amendment?
The reporting investors may be deemed to beneficially own 20,169,892 Kinetik Class A shares, representing approximately 23.1% of the outstanding Class A common stock, calculated under SEC Rule 13d-3(d)(1)(i) using current and issuable shares.
How is the 20,169,892-share Kinetik (KNTK) position structured for the reporting persons?
The position includes 1 Class A share, 18,569,492 Common Units paired with the same number of Class C shares redeemable one-for-one into Class A, and 1,600,399 additional Class A shares that may be acquired under a Contribution Allocation Agreement.
What recent transaction involving Buzzard Midstream affects Kinetik (KNTK) share counts?
On February 26, 2026, Buzzard Midstream LLC caused the partnership to redeem 4,000,000 Common Units in exchange for 4,000,000 Kinetik Class A shares, then sold those 4,000,000 shares at a price of $44.85 per share for its account.
How was the 23.1% beneficial ownership in Kinetik (KNTK) calculated in this filing?
The percentage is based on 64,590,736 Class A shares outstanding as of February 20, 2026, plus 4,000,000 Class A shares issued to Buzzard Midstream on February 26, 2026, and 18,569,492 Class A shares issuable upon redemption of Common Units and corresponding Class C shares.
Do the Kinetik (KNTK) reporting persons claim to be in a group with Blackstone or Apache?
The reporting persons state that, despite describing certain arrangements involving Blackstone and Apache affiliates, they do not admit being part of a Section 13(d) “group” with those parties and expressly disclaim beneficial ownership of any Kinetik shares attributed to those other persons.
What voting and disposition powers do the reporting persons have over Kinetik (KNTK) shares?
Each reporting person may be deemed to share, and not solely hold, the power to vote or direct the vote and to dispose or direct the disposition of the 20,169,892 Kinetik Class A shares reported as beneficially owned in this amendment.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
|
Kinetik Holdings Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
Gautam Bhandari
ISQ Global Fund II GP, LLC, 600 Brickell Avenue, Penthouse
Miami, FL, 33131-3067
(786) 693-5700
ISQ Global Fund II GP, LLC, 600 Brickell Avenue, Penthouse
Miami, FL, 33131-3067
(786) 693-5700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
02/26/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
ISQ Global Fund II GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 18,569,492 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.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 64,590,736 shares of Class A Common Stock outstanding as of February 20, 2026, as reported in the Issuer's annual report on Form 10-K filed with the SEC on February 26, 2026, (ii) 4,000,000 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,000,000 Common Units on February 26, 2026, and (iii) 18,569,492 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.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
I Squared Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 18,569,492 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.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 64,590,736 shares of Class A Common Stock outstanding as of February 20, 2026, as reported in the Issuer's annual report on Form 10-K filed with the SEC on February 26, 2026, (ii) 4,000,000 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,000,000 Common Units on February 26, 2026, and (iii) 18,569,492 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.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
ISQ Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 18,569,492 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.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 64,590,736 shares of Class A Common Stock outstanding as of February 20, 2026, as reported in the Issuer's annual report on Form 10-K filed with the SEC on February 26, 2026, (ii) 4,000,000 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,000,000 Common Units on February 26, 2026, and (iii) 18,569,492 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.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Wahba Sadek | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 18,569,492 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.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 64,590,736 shares of Class A Common Stock outstanding as of February 20, 2026, as reported in the Issuer's annual report on Form 10-K filed with the SEC on February 26, 2026, (ii) 4,000,000 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,000,000 Common Units on February 26, 2026, and (iii) 18,569,492 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.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Bhandari Gautam | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 18,569,492 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.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 64,590,736 shares of Class A Common Stock outstanding as of February 20, 2026, as reported in the Issuer's annual report on Form 10-K filed with the SEC on February 26, 2026, (ii) 4,000,000 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,000,000 Common Units on February 26, 2026, and (iii) 18,569,492 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.
SCHEDULE 13D
|
| 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. 13 to Schedule 13D ("Amendment No. 13") 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. 13 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, and Amendment No. 12, filed with the SEC on June 6, 2025 (collectively, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 13 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 13 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On February 26, 2026, pursuant to the Third A&R LPA (as defined in the Original Schedule 13D), Buzzard Midstream LLC caused the Partnership (as defined in the Original Schedule 13D) to redeem 4,000,000 Common Units directly held by it in exchange for shares of Class A Common Stock, on a one-for-one basis and without the payment of any additional consideration, upon which redemption an equal number of paired shares of Class C Common Stock was cancelled. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On February 26, 2026, 4,000,000 shares of Class A Common Stock were sold for the account of Buzzard Midstream LLC at a price of $44.85 per share. | ||
| 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 20,169,892 shares of Class A Common Stock, which represent approximately 23.1% 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) 1 share of Class A Common Stock, (ii) 18,569,492 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) 64,590,736 shares of Class A Common Stock outstanding as of February 20, 2026, as reported in the Issuer's annual report on Form 10-K filed with the SEC on February 26, 2026, (ii) 4,000,000 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,000,000 Common Units on February 26, 2026, and (iii) 18,569,492 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. 13) 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 20,169,892 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:
The responses to Items 3 and 4 of this Amendment No. 13 are hereby incorporated by reference herein. Except as set forth in Items 3 and 4 of this Amendment No. 13, none of the Reporting Persons has effected any transaction in Class A Common Stock in the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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