Kinetik Holdings Inc.
A midstream energy company headquartered in Midland, Texas, that gathers, processes, and moves natural gas, crude oil, and water through thousands of miles of pipeline across the Delaware Basin in West Texas and New Mexico. Kinetik was born in 2022 from the merger of Altus Midstream and EagleClaw Midstream, and its name comes from "kinetic" — fitting for a business built on keeping hydrocarbons in motion from the wellhead to market.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion and analysis addresses the results of our operations for the three and six months ended June 30, 2026, as compared to our results of operations for the same period in 2025. Please read the following discussion of our financial condition and results of op…
The following discussion and analysis addresses the results of our operations for the three and six months ended June 30, 2026, as compared to our results of operations for the same period in 2025. Please read the following discussion of our financial condition and results of operations in conjunction with the financial statements and notes thereto included elsewhere in this report. Overview We are an integrated midstream energy company in the Permian Basin providing comprehensive gathering, transportation, compression, processing and treating services. Our operations are strategically located in the heart of the Delaware Basin in the Permian, one of the fastest growing oil and gas development regions in the world. Our core capabilities include a variety of service offerings including natural gas gathering, transportation, compression, treating and processing; NGL stabilization and transportation; produced water gathering and disposal; and crude oil gathering, stabilization, storage and transportation. Our Operations and Segments We operate through two reportable segments that generate revenue from various products and services. The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. The Pipeline Transportation segment consists of two EMI pipelines originating in the Permian Basin that provide various access points to the U.S. Gulf Coast and Mexico markets, along with the Kinetik NGL and Delaware Link Pipelines. The pipelines transport natural gas and NGLs within the Permian Basin and to the U.S. Gulf Coast. Midstream Logistics Gas Gathering and Processing. The Midstream Logistics segment provides gas gathering and processing services with over 4,200 miles of low and high-pressure steel pipeline located throughout the Delaware Basin and over 825,000 horsepower of compression capacity. Gas processing assets are centralized at eight processing complexes with total cryogenic processing capacity totaling over 2.4 Bcf/d. In addition, the Midstream Logistics segment provides system-wide amine treating and 6.5 MMcf/d of acid gas injection capacity. Crude Oil Gathering, Stabilization and Storage Services. Crude gathering assets are centralized at the Caprock Stampede Terminal and the Pinnacle Sierra Grande Terminal. The system includes approximately 290 miles of gathering pipeline and 90,000 barrels of crude storage. The crude facilities have connections for takeaway transportation into certain facilities operated by Plains All American Pipeline, L.P. Over 50 miles of gathering pipeline was added to our crude gathering assets through the Barilla Draw Acquisition, which closed in January 2025. Water Gathering and Disposal. The system includes approximately 370 miles of gathering pipeline and approximately 610,000 barrels per day of permitted disposal capacity. Pipeline Transportation EMI pipelines. The Company owns the following equity interests in two EMI pipelines in the Permian Basin with access to various points along the U.S. Gulf Coast: 1) an approximate 55.5% equity interest in PHP, which is operated by Kinder Morgan; and 2) 33.0% equity interest in Breviloba, the owner of the Shin Oak pipeline, which is operated by Enterprise Products Operating LLC. Kinetik NGL Pipeline System. The Kinetik NGL Pipeline System consists of approximately 96 miles of NGL pipelines connecting our East Toyah and Pecos complexes to Waha, including our 20-inch Dewpoint pipeline that spans over 40 miles, and our 28 mile, 20-inch Brandywine Pipeline connecting to our Diamond Cryogenic complex. The Kinetik NGL Pipeline System has a capacity of approximately 580 MBbl/d. Delaware Link Pipeline. The Delaware Link Pipeline consists of approximately 40 miles of 30-inch diameter pipeline with an initial capacity of approximately 1.0 Bcf/d that provides additional transportation capacity to Waha. ECCC Pipeline. The ECCC Pipeline is under construction and will provide a connection from Eddy County, New Mexico, to Culberson County, Texas, and approximately 150 MMcf/d of initial rich gas throughput capacity. The ECCC Pipeline is estimated to be in-service during the third quarter of 2026. 28 Table of Contents Recent Developments Amendment to A/R Facility On March 31, 2026, the Partnership executed Amendment No. 2 to its Amended A/R Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. Furthermore, Amendment No. 2 introduced an option permitting Kinetik Receivables LLC to request an increase in commitments of up to $50.0 million in aggregate, subject to the Purchaser’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions from the A/R Facility, including the sustainability rate adjustment, sustainability fee adjustment and related reporting obligations. Factors Affecting Our Business Commodity Price Volatility There has been, and we believe there will continue to be, volatility in commodity prices and in the relationships among NGLs, crude oil and natural gas prices. Recent geopolitical developments in the Middle East, including the ongoing military conflict involving Iran, disruptions and uncertainty surrounding maritime traffic through the Strait of Hormuz and related impacts on global energy markets, have contributed to heightened volatility in crude oil, natural gas, and NGL pricing and increased uncertainty in global supply chains. While the Company’s midstream assets and operations are primarily located in the Permian Basin and our service revenue is supported by fee‑based contracts, our product sales revenue is exposed to commodity price fluctuations. In addition, sustained volatility in global energy markets could indirectly impact producer activity levels, customer credit profiles, and overall demand for our services. Furthermore, prolonged geopolitical instability may contribute to broader macroeconomic effects, including inflationary pressures, higher interest rates, and constrained capital availability. The Company continues to monitor commodity prices closely and may enter into commodity price hedges to mitigate the volatility risk. In addition, the Company, when economically appropriate, enters into fee-based and NGL arbitrage arrangements that insulate the Company from commodity price volatility. Inflation and Interest Rates The annual rate of inflation in the United States was 3.5% in June 2026 as measured by the Consumer Price Index. The FOMC decided to maintain the target range for the federal funds rate at 3.50% - 3.75% during its meeting in July 2026. During the meeting, the FOMC noted the economic activities is expanding at a solid pace; despite elevated uncertainty owing, in part, to the conflict in the Middle East. Productivity growth and capital investment remain strong, job gains have kept pace with the workforce, and the unemployment rate has changed little. Inflation remains elevated relative to the Committee’s 2 percent goal, in part, reflecting supply shocks that have driven price increases in certain sectors, including energy. The FOMC reaffirmed its commitment to deliver price stability and its policy of maintaining ample reserves in the banking system. The Company will continue to monitor the FOMC’s monetary policy and interest rate movements. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for additional discussion regarding our hedging strategies and objectives for interest rate risk. 29 Table of Contents Results of Operations The following table presents the Company’s results of operations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change (In thousands, except percentages) Operating revenues: Service revenue $ 86,891 $ 112,654 (23 %) $ 180,663 $ 240,580 (25 %) Product revenue 490,800 311,590 58 % 803,033 624,095 29 % Other revenue 3,749 2,494 50 % 7,720 5,326 45 % Total operating revenues 581,440 426,738 36 % 991,416 870,001 14 % Operating costs and expenses: Cost of sales (excluding depreciation and amortization) (1) 237,592 156,697 52 % 426,316 380,061 12 % Operating expenses 71,922 68,045 6 % 142,223 131,648 8 % Ad valorem taxes 8,393 6,559 28 % 17,168 13,350 29 % General and administrative expenses 26,261 24,244 8 % 70,461 61,836 14 % Depreciation and amortization expenses 103,331 93,763 10 % 205,164 186,436 10 % Gain on disposal of assets, net (36) (25) 44 % (55) (65) (15 %) Total operating costs and expenses 447,463 349,283 28 % 861,277 773,266 11 % Operating income 133,977 77,455 73 % 130,139 96,735 35 % Other income (expense): Interest and other income 297 2,732 (89 %) 464 3,517 (87 %) Loss on debt extinguishment — (635) (100 %) — (635) (100 %) Interest expense (54,121) (56,514) (4 %) (107,541) (112,228) (4 %) Equity in earnings of unconsolidated affiliates 57,383 58,705 (2 %) 108,571 116,183 (7 %) Total other income, net 3,559 4,288 (17 %) 1,494 6,837 (78 %) Income before income taxes 137,536 81,743 68 % 131,633 103,572 27 % Income tax expense 14,423 7,327 97 % 13,645 9,894 38 % Net income including noncontrolling interest $ 123,113 $ 74,416 65 % $ 117,988 $ 93,678 26 % (1)Cost of sales (excluding depreciation and amortization) is net of gas service fees totaling $110.6 million and $73.6 million for the three months ended June 30, 2026 and 2025, respectively, and $212.8 million and $135.8 million for the six months ended June 30, 2026 and 2025, respectively, for certain volumes, where we function as principal. 30 Table of Contents Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 Revenues For the three months ended June 30, 2026, revenue increased by $154.7 million, or 36%, to $581.4 million, compared to $426.7 million for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL, condensate and natural gas residue volumes sold, as well as higher NGL and condensate prices. Service revenue Service revenue for the three months ended June 30, 2026 decreased by $25.8 million, or 23%, to $86.9 million, compared to $112.7 million for the same period in 2025, driven by decreases in period-over-period gathered and processed gas volumes of 101.1 MMcf per day, or 5%, and 1.6 MMcf per day, or 0.1%, respectively. In addition, the total gathered and processed gas volumes where we function as principal increased period-over-period, resulting in higher amounts of fee revenue reported within cost of sales. Over 97% of service revenues are included in the Midstream Logistics segment for the three months ended June 30, 2026. Product revenue Product revenue for the three months ended June 30, 2026 increased by $179.2 million, or 58%, to $490.8 million compared to $311.6 million for the same period in 2025, primarily driven by increases in NGL, condensate, and natural gas residue volumes, as well as increased NGL and condensate prices. Period-over-period NGL and condensate volumes sold increased by 5.4 million barrels, or 40%, and period-over-period natural gas residue volumes sold increased by 5.5 million MMBtu, or 44%. The increase was also driven by increases in NGL and condensate prices of $3.52 per barrel, or 18%, and $35.49 per barrel, or 56%, respectively. The increase was partially offset by a decrease in natural gas residue price of $2.56 per MMBtu, or 140%. Product revenues are included entirely in the Midstream Logistics segment. Operating Costs and Expenses Costs of sales (excluding depreciation and amortization) Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the three months ended June 30, 2026, cost of sales increased by $80.9 million, or 52%, to $237.6 million, compared to $156.7 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increases in NGL, condensate and natural gas residue volumes sold and increases in NGL and condensate prices, partially offset by a decrease in natural gas residue price. Over 99% of costs of sales (excluding depreciation and amortization) are included in the Midstream Logistics segment. Operating expenses Operating expenses increased by $3.9 million, or 6%, to $71.9 million for the three months ended June 30, 2026, compared to $68.0 million for the same period in 2025. The increase was mainly driven by increases in utility costs of $4.6 million primarily related to higher electricity rates and the Kings Landing processing complex going into service during September 2025 and higher labor costs of $0.7 million, primarily related to Kings Landing. The increase was partially offset by a decrease in equipment rental cost of $1.8 million. Over 99% of operating expenses are included in the Midstream Logistics segment. Depreciation and amortization expense Depreciation and amortization expense increased by $9.6 million, or 10%, to $103.3 million for the three months ended June 30, 2026, compared to $93.8 million for the same period in 2025. Of the total increase, $6.4 million primarily related to Kings Landing being placed into service in September 2025, and the balance was associated with new assets being placed in service over the course of 2025 and the first half of 2026. Income Tax Expenses Income tax expense increased by $7.1 million, or 97%, to $14.4 million for the three months ended June 30, 2026, compared to $7.3 million for the same period in 2025. The increase was primarily driven by higher income before income taxes for the three months ended June 30, 2026. 31 Table of Contents Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Revenues For the six months ended June 30, 2026, revenue increased by $121.4 million, or 14%, to $991.4 million, compared to $870.0 million for the same period in 2025. The increase was primarily driven by higher product revenue due to higher NGL, condensate and natural gas residue volumes sold and higher condensate prices. Service revenue Service revenue for the six months ended June 30, 2026 decreased by $59.9 million, or 25%, to $180.7 million, compared to $240.6 million for the same period in 2025, driven by a period-over-period decrease in gathered gas volumes of 85.8 MMcf per day, or 4%, partially offset by a period-over-period increase in processed gas volumes of 6.2 MMcf per day, or 0.4%. In addition, the total gathered and processed gas volumes where we function as the principal increased period-over-period, resulting in higher amounts of fee revenue reported within cost of sales. Over 97% of service revenues are included in the Midstream Logistics segment for the six months ended June 30, 2026. Product revenue Product revenue for the six months ended June 30, 2026 increased by $178.9 million, or 29%, to $803.0 million, compared to $624.1 million for the same period in 2025, primarily driven by increases in NGL, condensate, and natural gas residue volumes sold and an increase in condensate prices. Period-over-period NGL and condensate volumes sold increased by 8.6 million barrels, or 33%, and period-over-period natural gas residue volumes sold increased by 6.4 million MMBtu, or 29%. The increase was also driven by an increase in condensate prices of $16.83 per barrel, or 25%. These increases were partially offset by decreases in NGL and natural gas residue prices of $0.92 per barrel, or 4%, and $1.98 per MMBtu, or 87%, respectively. Product revenues are included entirely in the Midstream Logistics segment. Operating Costs and Expenses Costs of sales (excluding depreciation and amortization) Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the six months ended June 30, 2026, cost of sales increased by $46.3 million, or 12%, to $426.3 million, compared to $380.1 million for the same period in 2025. The increase was primarily driven by the aforementioned period-over-period increases in NGL, condensate and natural gas residue volumes sold and an increase in condensate prices, partially offset by decreases in NGL and natural gas residue prices. Over 99% of costs of sales (excluding depreciation and amortization) are included in the Midstream Logistics segment. Operating expenses Operating expenses increased by $10.6 million, or 8%, to $142.2 million for the six months ended June 30, 2026, compared to $131.6 million for the same period in 2025. The increase was mainly driven by increases in utility costs of $9.2 million primarily related to higher electricity rates and the Kings Landing processing complex going into service during September 2025, and higher labor costs of $3.0 million, primarily related to Kings Landing. The increase was partially offset by a decrease in equipment rental cost of $2.5 million. Over 99% of operating expenses are included in the Midstream Logistics segment. General and administrative expenses General and administrative expenses increased by $8.6 million, or 14%, to $70.5 million for the six months ended June 30, 2026, compared to $61.8 million for the same period in 2025. The increase was mainly driven by an increase in litigation related fees of $12.0 million, partially offset by a decrease in labor and professional fees of $3.1 million. Depreciation and amortization expense Depreciation and amortization expense increased by $18.7 million, or 10%, to $205.2 million for the six months ended June 30, 2026, compared to $186.4 million for the same period in 2025. Of the total increase, $12.7 million primarily relates to Kings Landing being placed into service in September 2025, and the balance is associated with new assets being placed in service over the course of 2025 and the first half of 2026. 32 Table of Contents Other Income (Expenses) Equity in earnings of unconsolidated affiliates Equity in earnings of unconsolidated affiliates decreased by $7.6 million, or 7%, to $108.6 million for the six months ended June 30, 2026, compared to $116.2 million for the same period in 2025. The decrease was primarily driven by decreases in equity in earnings from Breviloba of $8.5 million, and EPIC of $7.5 million due to the divestiture of the Company’s related equity interest in October 2025. The decrease was partially offset by an increase in equity in earnings from PHP of $8.4 million. Key Performance Metrics Adjusted EBITDA Adjusted EBITDA is defined as net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or nonrecurring charges. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. We believe that Adjusted EBITDA provides a meaningful understanding of certain aspects of earnings before the impact of investing and financing charges and income taxes. Adjusted EBITDA is useful to an investor in evaluating our performance because this measure: •is widely used by analysts, investors and competitors to measure a company’s operating performance; •is a financial measurement that is used by rating agencies and other parties to evaluate our creditworthiness; and •is used by our management for various purposes, including as a basis for strategic planning and forecasting. Adjusted EBITDA is not defined in GAAP The GAAP measure used by the Company that is most directly comparable to Adjusted EBITDA is net income including noncontrolling interest. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income including noncontrolling interest or any other measure of financial performance presented in accordance with GAAP. Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income including noncontrolling interest. Adjusted EBITDA should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. The Company’s definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies in the industry, thereby diminishing its utility. Reconciliation of non-GAAP financial measure Company management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable GAAP measure, understanding the differences between Adjusted EBITDA as compared to net income including noncontrolling interest, and incorporating this knowledge into its decision-making processes. Management believes that investors benefit from having access to the same financial measure that the Company uses in evaluating operating results. 33 Table of Contents The following table presents a reconciliation of the GAAP financial measure of net income including noncontrolling interest to the non-GAAP financial measure of Adjusted EBITDA. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change (In thousands, except percentages) Reconciliation of net income including noncontrolling interest to Adjusted EBITDA Net income including noncontrolling interest $ 123,113 $ 74,416 65 % $ 117,988 $ 93,678 26 % Add back: Interest expense 54,121 56,514 (4 %) 107,541 112,228 (4 %) Income tax expense 14,423 7,327 97 % 13,645 9,894 38 % Depreciation and amortization expenses 103,331 93,763 10 % 205,164 186,436 10 % Amortization of contract costs 2,054 1,655 24 % 4,004 3,310 21 % Proportionate EMI EBITDA 74,878 88,100 (15 %) 144,907 175,630 (17 %) Share-based compensation 9,064 9,695 (7 %) 29,727 30,348 (2 %) Loss on debt extinguishment — 635 (100 %) — 635 (100 %) Integration costs — 2,433 (100 %) 368 5,971 (94 %) Litigation costs 5,375 2,381 126 % 16,988 5,396 NM Other one-time cost or amortization 1,739 2,805 (38 %) 3,353 6,396 (48 %) Deduct: Interest income 297 318 (7 %) 464 1,108 (58 %) Commodity hedging unrealized gain 49,598 37,743 31 % 2,611 19,616 (87 %) Gain on disposal of assets, net 36 25 44 % 55 65 (15 %) Equity in earnings of unconsolidated affiliates 57,383 58,705 (2 %) 108,571 116,183 (7 %) Adjusted EBITDA $ 280,784 $ 242,933 16 % $ 531,984 $ 492,950 8 % NM - not meaningful For the three months ended June 30, 2026, Adjusted EBITDA increased by $37.9 million, or 16%, to $280.8 million, compared to $242.9 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report, the change was driven by higher operating revenues of $154.7 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $88.6 million, a decrease in proportionate EMI EBITDA of $13.2 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC, and an increase in unrealized gain on commodity hedging activities of $11.9 million. For the six months ended June 30, 2026, Adjusted EBITDA increased by $39.0 million, or 8%, to $532.0 million, compared to $493.0 million for the same period in 2025. As discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report, the change reflected higher operating revenues of $121.4 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $69.3 million, a decrease in proportionate EMI EBITDA of $30.7 million, primarily resulting from the divestiture of the Company’s equity interest in EPIC, and a decrease in unrealized gain on commodity hedging activities of $17.0 million. Segment Adjusted EBITDA Segment Adjusted EBITDA is defined as segment net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or nonrecurring charges. The following table presents Segment Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025. Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for a reconciliation of Segment Adjusted EBITDA to net income before income taxes. 34 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change (In thousands, except percentages) Midstream Logistics $ 204,766 $ 151,207 35 % $ 383,687 $ 311,405 23 % Pipeline Transportation 83,001 96,769 (14 %) 160,978 190,650 (16 %) Corporate and Other(1) (6,983) (5,043) 38 % (12,681) (9,105) 39 % Total Segment Adjusted EBITDA $ 280,784 $ 242,933 16 % $ 531,984 $ 492,950 8 % (1)Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Midstream Logistics Segment Adjusted EBITDA increased by $53.6 million, or 35%, to $204.8 million for the three months ended June 30, 2026, compared to $151.2 million for the same period in 2025. The change was primarily driven by higher operating revenues of $155.0 million, partially offset by lower cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $85.8 million, and an increase in unrealized gain on commodity hedging activities of $11.9 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q. Midstream Logistics Segment Adjusted EBITDA increased by $72.3 million, or 23%, to $383.7 million for the six months ended June 30, 2026, compared to $311.4 million for the same period in 2025. The change was primarily driven by higher operating revenues of $121.9 million, partially offset by higher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $59.9 million, and a decrease in unrealized gain on commodity hedging activities of $17.0 million. The remaining increase was partially offset by a decrease in other income of $2.4 million and lower integration costs of $4.4 million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q. Pipeline Transportation Segment Adjusted EBITDA decreased by $13.8 million, or 14%, to $83.0 million for the three months ended June 30, 2026, compared to $96.8 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $13.2 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025. Pipeline Transportation Segment Adjusted EBITDA decreased by $29.7 million, or 16%, to $161.0 million for the six months ended June 30, 2026, compared to $190.7 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $30.7 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025. Contractual Obligations We have contractual obligations for principal and interest payments on our 2028 Notes, 2030 Notes, and under the Term Loan Credit Agreement, the Revolving Credit Agreement and the Amended A/R Facility. See Note 7—Debt and Financing Costs in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. Under certain clauses of our transportation services agreements with third party pipelines to transport natural gas and NGLs, if we fail to ship a minimum throughput volume, then we will pay certain deficiency payments for transportation based on the volume shortfall up to the MVC amount. Liquidity and Capital Resources The Company’s primary use of capital since inception has been for the initial construction of gathering and processing assets, as well as the acquisition of businesses and EMI pipelines and associated subsequent construction costs. For 2026, the Company’s primary spending requirements are related to budgeted capital expenditures for the construction and maintenance of gathering and processing assets, the Company’s contractual debt obligations, and quarterly cash dividends. 35 Table of Contents During the six months ended June 30, 2026, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the revolving credit facility and Amended A/R Facility, and cash generated from operations. Based on the Company’s current financial plan, the Company believes that cash from operations, distributions from the EMI pipelines and remaining borrowing capacity on our credit facilities will generate cash flows in excess of capital expenditures and the amount required to fund the Company’s planned quarterly dividend over the next 12 months. The following table presents a summary of the Company’s key liquidity indicators at the dates presented: Liquidity June 30, 2026 (In thousands) Total Capacity Outstanding Borrowings Letters of Credit Available Borrowing Capacity A/R Facility $ 225,000 $ 225,000 $ — $ — Revolving Line of Credit 1,600,000 523,000 12,600 1,064,400 Total $ 1,825,000 $ 748,000 $ 12,600 $ 1,064,400 Cash and cash equivalents 7,830 Total liquidity $ 1,072,230 December 31, 2025 (In thousands) Total Capacity Outstanding Borrowings Letters of Credit Available Borrowing Capacity A/R Facility $ 250,000 $ 165,200 $ — $ 84,800 Revolving Line of Credit 1,600,000 453,000 12,600 1,134,400 Total $ 1,850,000 $ 618,200 $ 12,600 $ 1,219,200 Cash and cash equivalents 3,951 Total liquidity $ 1,223,151 Long-term Financing From time to time, we issue long-term debt. Our senior unsecured notes are fixed rate borrowings; however, we have some exposure to the risk of changes in interest rates, primarily as a result of the variable rate borrowings under the term loan, revolving credit facilities and the Amended A/R Facility. We use interest rate swaps to mitigate the impact of changes in interest rates on cash flows. See Note 12—Derivatives and Hedging Activities in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report for detailed discussion. As of June 30, 2026, we had $1.05 billion of our 6.625% senior unsecured notes due 2028 and $1.00 billion of our 5.875% senior unsecured notes due 2030 outstanding. On May 30, 2025, the Partnership entered into the Term Loan Credit Agreement. The proceeds were used to repay and terminate the 2022 Term Loan Credit Agreement. As of June 30, 2026, we had an outstanding borrowing of $1.15 billion under the Term Loan Credit Agreement. Revolving Credit Agreement On May 30, 2025, the Partnership entered into the Revolving Credit Agreement. The Revolving Credit Agreement provides for a $1.60 billion senior unsecured revolving credit facility, which includes a $200.0 million sublimit for the issuance of letters of credit, and a $300.0 million sublimit for swingline loans. All borrowings under the Revolving Credit Agreement mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement. As of June 30, 2026, we had an outstanding borrowing of $523.0 million and remaining borrowing capacity of $1.06 billion. A/R Facility On March 31, 2026, the Partnership executed Amendment No. 2 to its Amended A/R Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. Furthermore, Amendment No. 2 introduced an option permitting Kinetik Receivables LLC to request an increase in commitments of up to $50.0 million in aggregate, subject to the Purchaser’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions previously applicable under the A/R Facility. As of June 30, 2026, eligible 36 Table of Contents accounts receivable of $225.0 million were pledged to the Amended A/R Facility as collateral. Capital Requirements and Expenditures Our operations require investments to expand, upgrade, maintain or enhance existing operations and to meet environmental and operational regulations. During the six months ended June 30, 2026 and 2025, capital spending mainly consisted of spending on property, plant and equipment totaling $192.3 million and $201.8 million, respectively, and intangible asset purchases totaling $12.1 million and $15.6 million, respectively. The Company anticipates its existing capital resources will be sufficient to fund future capital expenditures for EMI pipelines and the Company’s existing infrastructure assets over the next 12 months. For further information on EMIs, refer to Note 6—Equity Method Investments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. Cash Flow The following tables present cash flows from operating, investing and financing activities during the periods presented: Six Months Ended June 30, 2026 2025 (In thousands) Cash provided by operating activities $ 341,520 $ 305,907 Cash used in investing activities $ (204,239) $ (391,604) Cash (used in) provided by financing activities $ (133,402) $ 92,824 Operating activities. Net cash provided by operating activities increased by $35.6 million for the six months ended June 30, 2026 to $341.5 million, compared to $305.9 million for the same period in 2025. The change in the operating cash flows reflected (i) an increase in net income including noncontrolling interest of $24.3 million; (ii) an increase in adjustments related to non-cash items of $45.8 million, which was mainly driven by an increase in non-cash derivative fair value adjustments and lower derivative cash settlements, together totaling $12.6 million, an increase in depreciation and amortization expense of $18.7 million, and a decrease in equity in earnings of unconsolidated affiliates of $7.6 million; and (iii) a decrease in working capital of $34.5 million. Investing activities. Net cash used in investing activities decreased by $187.4 million for the six months ended June 30, 2026 to $204.2 million, compared to $391.6 million used in the same period in 2025. The decrease was primarily driven by a decrease in cash used in business acquisitions of $176.2 million related to the Barilla Draw Acquisition completed in January 2025 and decreases in property, plant and equipment and intangible asset expenditures of $9.6 million and $3.5 million, respectively. Financing activities. Net cash used in financing activities was $133.4 million for the six months ended June 30, 2026, which was comprised of net proceeds from the revolving credit facility and Amended A/R Facility of $129.6 million, fully offset by cash dividends of $263.1 million paid to the holders of Class A Common Stock and Common Units, compared with net cash provided by financing activities of $92.8 million for the six months ended June 30, 2025, which was comprised of net proceeds from the Company’s long-term debt, revolving credit facility and Amended A/R Facility of $412.2 million, fully offset by cash dividends of $246.8 million paid to the holders of Class A Common Stock and Common Units and cash paid to repurchase Class A Common Stock of $72.6 million. Dividend During the six months ended June 30, 2026, the Company made cash dividend payments of $263.1 million to holders of Class A Common Stock and Common Units, and $1.1 million was reinvested in shares of Class A Common Stock by Class A Common Stock and Common Units holders. On July 14, 2026, the Board declared a cash dividend of $0.81 per share on the Company’s Class A Common Stock, which was paid to stockholders on July 31, 2026. The Company, through its ownership of the general partner of the Partnership, declared a distribution of $0.81 per Common Unit from the Partnership to the holders of Common Units, which was paid on July 31, 2026. As described in these Condensed Consolidated Financial Statements, as the context requires, dividends paid to holders of Class A Common Stock and distributions paid to holders of Common Units may be referred to collectively as “dividends.” 37 Table of Contents Share Repurchase Program In February 2023, the Board approved the Repurchase Program, authorizing discretionary purchases of the Company’s Class A Common Stock up to $100.0 million in aggregate. In May 2025, the Board approved a $400.0 million increase to the previously announced Repurchase Program. Repurchases may be made at management’s discretion from time to time and will depend on market conditions and may be discontinued at any time without prior notice. During the six months ended June 30, 2026, the Company did not repurchase any of its Class A Common Stock under the Repurchase Program. Off-Balance Sheet Arrangements As of June 30, 2026, there were no off-balance sheet arrangements. Critical Accounting Policies and Estimates There have been no significant changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Please refer to information regarding our critical accounting policies and estimates included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Commission on February 26, 2026. 38 Table of Contents
Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to various market risks, including the effects of adverse changes in commodity prices and credit risk as described below. The Company continually monitors its market risk exposure, including the im…
Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to various market risks, including the effects of adverse changes in commodity prices and credit risk as described below. The Company continually monitors its market risk exposure, including the impact of regional and international political instability, foreign and domestic trade policies under the Trump Administration and monetary policy addressing the interest rate and inflation trend, which continued to have significant impact on volatility and uncertainties in the financial markets during 2026. Commodity Price Risk The results of the Company’s operations may be affected by the market prices of oil, natural gas and NGLs. A portion of the Company’s revenue is directly tied to local crude, natural gas, NGLs and condensate prices in the Permian Basin and the U.S. Gulf Coast. Fluctuations in commodity prices also impact operating cost elements both directly and indirectly. For example, commodity prices directly impact costs such as power and fuel, which are expenses that increase or decrease in line with changes in commodity prices. Commodity prices also affect industry activity and demand, thus indirectly impacting the cost of items such as labor and equipment rentals. Management regularly reviews the Company’s potential exposure to commodity price risk and uses financial or physical arrangements to mitigate potential volatility. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional discussion regarding our hedging strategies and objectives. Interest Rate Risk As of June 30, 2026, the Company had $1.90 billion of floating rate debt outstanding. A hypothetical 1.0% change in interest rates would result in a maximum potential change to annual interest expense of approximately $19.0 million for the Revolving Credit Agreement, the Term Loan Credit Agreement and the Amended A/R Facility. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional discussion regarding our related hedging strategies and objectives. Credit Risk There have been no material changes in the Company’s credit risk exposure that would affect the quantitative or qualitative disclosures presented as of December 31, 2025, in Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 26, 2026. 39 Table of Contents
Read original filing text →For further information regarding legal proceedings, refer to Note 16—Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
For further information regarding legal proceedings, refer to Note 16—Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Read original filing text →Please refer to Part I, Item 1A — “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026.
Please refer to Part I, Item 1A — “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026.
Read original filing text →