Kinetik Holdings Inc

Departure of General Counsel

As previously announced, Todd Carpenter, General Counsel, Assistant Secretary and Chief Compliance Officer, retired from his position effective February 28, 2025. In connection with Mr. Carpenter’s departure, Lindsay Ellis, the Company’s Deputy General Counsel and Corporate Secretary, was appointed General Counsel and Chief Compliance Officer, effective February 26, 2025.

On February 28, 2025, the Company entered into a separation agreement and release agreement with Mr. Carpenter (the “Separation Agreement”). The Separation Agreement includes a one-time lump sum payment in the amount of $946,946, to be paid on the first payroll date that occurs on or after 45 days following his termination date. The Separation Agreement further provides that Mr. Carpenter’s outstanding and unvested equity awards previously granted under the Company’s long-term incentive plan shall continue to be eligible to vest (according to their terms), including in accordance with the terms of the Consulting Agreement (as defined below).

On February 28, 2025, Mr. Carpenter also entered into a consulting agreement with the Company (the “Consulting Agreement”) and will serve as a consultant to the Company through March 1, 2027 (the “Consulting Period”). During the Consulting Period, Mr. Carpenter will provide consulting services at a rate of $200,000 annually, payable in monthly installments, plus reimbursement of reasonable out-of-pocket business-related expenses. Mr. Carpenter shall continue to be eligible to vest in his unvested equity awards, with his service through the Consulting Period counting towards the vesting and payment of such awards. The Consulting Agreement can be terminated by either party on and after March 1, 2026. Upon termination by the Company without “cause” any unpaid consulting fees will be paid to Mr. Carpenter and all unvested awards will be accelerated in full. Mr. Carpenter has also agreed to customary confidentiality restrictions and restrictive covenants within the Consulting Agreement.

Trading Arrangements

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).

Disclosure pursuant to Section 13(r) of the Exchange Act

Pursuant to Section 13(r) of the Exchange Act, we may be required to disclose in our annual and quarterly reports to the SEC whether we or any of our “affiliates” knowingly engaged in certain activities, transactions or dealings relating to Iran or with certain individuals or entities targeted by U.S. economic sanctions. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Because the SEC defines the term “affiliate” broadly, it includes any entity under common “control” with us (and the term “control” is also construed broadly by the SEC).

The description of the activities below has been provided to us by Blackstone, affiliates of which: (i) beneficially own more than 10% of our outstanding common stock and are members of our Board, and (ii) hold a minority non-controlling interest in Mundys S.p.A. (formerly Atlantia S.p.A). Mundys S.p.A may therefore be deemed to be under common “control” with us; however, this statement is not meant to be an admission that common control exists.

The disclosure below relates solely to activities conducted by Mundys S.p.A. The disclosure does not relate to any activities conducted by us or by Blackstone and does not involve our or Blackstone’s management. Neither we nor Blackstone has had any involvement in or control over the disclosed activities, and neither we nor Blackstone has independently verified or participated in the preparation of the disclosure. Neither we nor Blackstone is representing as to the accuracy or completeness of the disclosure nor do we or Blackstone undertake any obligation to correct or update it.

We understand that Blackstone disclosed the following in its Annual Report, filed with the SEC on February 28, 2025:

Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934. Funds affiliated with Blackstone first invested in Mundys S.p.A. on November 18, 2022 in connection with the voluntary public tender offer by Schema Alfa S.p.A. for all of the shares of Mundys S.p.A., pursuant to which such funds obtained a minority non-controlling interest in Mundys S.p.A. Mundys S.p.A. owns and controls Aeroporti di Roma S.p.A. (“ADR”), an operator of airports in Italy including Leonardo da Vinci-Fiumicino Airport. Iran Air has historically operated periodic flights to and from Leonardo da Vinci-Fiumicino Airport as authorized, from time to time, by an aviation-related bilateral agreement between Italy and Iran, scheduled in compliance with European Regulation 95/93, and approved by the Italian Civil Aviation Authority. ADR, as airport operator, is under a mandatory obligation to provide airport services to all air carriers (including Iran Air) authorized by the applicable Italian authority. The relevant turnover attributable to these activities (whose consideration is calculated on the basis of general tariffs determined by such independent Italian authority) in the fiscal year ended December 31, 2024 was less than €210,000. Mundys S.p.A. does not track profits specifically attributable to these activities.