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Kinetik Holdings Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

KNTK$50.33+3.2%Stored close · as of Nov 9, 2026

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SEGMENTS

  1. SEGMENTS

Midstream Logistics and Pipeline Transportation are our operating segments representing the Company’s segments for which discrete financial information are available and utilized on a regular basis by our CODM to make key operating decisions, assess performance and allocate resources. These segments represent strategic business units with differing products and services. No operating segments have been aggregated to form the reportable segments. Therefore, ourtwo operating segments represent our reportable segments. The activities of each of our reportable segments from which the Company earns revenues and incurs expenses are described below:

Midstream Logistics: 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.

Pipeline Transportation: The Pipeline Transportation segment consists of equity investment interests inthree Permian Basin pipelines that access various points along the U.S. Gulf Coast, Kinetik NGL Pipeline and Delaware Link Pipeline. The current operating pipelines transport crude oil, natural gas and NGLs.

Our Chief Executive Officer, who is the CODM, uses 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 and gain from sale of investments recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, fair value adjustments to contingent liabilities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges (“Segment Adjusted EBITDA”) to assess performance of each operating segment. For both segments, the CODM uses Segment Adjusted EBITDA to allocate resources. The CODM considers budget-to-actual and forecast-to-actual variances on a monthly basis for both measures when making decisions about allocating capital and personnel to the segments.

The Midstream Logistics segment accounts for more than 99% of the Company’s operating revenues, cost of sales (excluding depreciation and amortization), operating expenses and ad valorem expenses. The Pipeline Transportation segment contains all of the Company’s equity method investments, which contribute more than 92% of the segment’s adjusted EBITDA. Corporate and Other activities contain the Company’s executive and administrative functions, including more than 78% of the Company’s general and administrative expenses and all of the Company’s debt service costs.

The Company regularly provides management reports to the CODM that include cost of sales, operating, general and administrative expenses related to the segments, which are all considered to be significant.

The following tables present the Segment Adjusted EBITDA of the Company’s reportable segments and reconciliations of the segment profits to consolidated income before income tax expenses for the three and nine months ended September 30, 2025 and 2024:

Midstream LogisticsPipeline TransportationCorporate and Other(1)EliminationConsolidated
For the three months ended September 30, 2025 · (In thousands)
Revenue$458,621$2,325$—$—$460,946
Other revenue3,0212——3,023
Intersegment revenue(2)—5,793—(5,793)—
Total segment operating revenue461,6428,120—(5,793)463,969
Costs of sales (excluding depreciation and amortization expense)(236,001)610——(235,391)
Intersegment costs of sales(5,793)——5,793—
Operating expenses(3)(82,486)(750)——(83,236)
General and administrative expenses(6,610)(241)(23,245)—(30,096)
Proportionate EMI EBITDA—87,715——87,715
Other segment items(4)20,606—19,067—39,673
Segment Adjusted EBITDA(5)$151,358$95,454$(4,178)$—$242,634
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)$151,358$95,454$(4,178)$—$242,634
Add back:
Other interest income——166—166
Equity in earnings of unconsolidated affiliates—58,289——58,289
Deduct:
Interest expense37—61,684—61,721
Depreciation and amortization expenses93,0952,3086—95,409
Contract assets amortization1,744———1,744
Proportionate EMI EBITDA—87,715——87,715
Share-based compensation——14,229—14,229
Loss on disposal of assets, net50———50
Commodity hedging unrealized loss6,485———6,485
Contingent liabilities fair value adjustment5,700———5,700
Integration costs6,552—98—6,650
Acquisition / divestiture transaction costs——812—812
Other one-time costs or amortization(12)—3,928—3,916
Income (loss) before income taxes$37,707$63,720$(84,769)$—$16,658
Midstream Logistics · Pipeline Transportation · Corporate and Other(1) · Elimination · Consolidated
For the three months ended September 30, 2024 · (In thousands)
Revenue$391,331$2,192$—$—$393,523
Other revenue2,8372——2,839
Intersegment revenue(2)—6,748—(6,748)—
Total segment operating revenue394,1688,942—(6,748)396,362
Costs of sales (excluding depreciation and amortization expense)(144,648)62——(144,586)
Intersegment costs of sales(6,748)——6,748—
Operating expenses(3)(61,010)(690)——(61,700)
General and administrative expenses(6,542)(409)(22,668)—(29,619)
Proportionate EMI EBITDA—88,229——88,229
Other segment items(4)(1,597)—18,594—16,997
Segment Adjusted EBITDA(5)$173,623$96,134$(4,074)$—$265,683
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)$173,623$96,134$(4,074)$—$265,683
Add back:
Other interest income——572—572
Gain on sale of equity method investment—29,953——29,953
Commodity hedging unrealized gain8,817———8,817
Equity in earnings of unconsolidated affiliates—53,244——53,244
Deduct:
Interest expense2,666—63,363—66,029
Depreciation and amortization expenses85,2732,3055—87,583
Contract assets amortization1,655———1,655
Proportionate EMI EBITDA—88,229——88,229
Share-based compensation——15,171—15,171
Contingent liabilities fair value adjustment1,400———1,400
Integration costs1,208—1,3322,540
Acquisition transaction costs——31—31
Other one-time costs or amortization1,657—2,060—3,717
Income (loss) before income taxes$88,581$88,797$(85,464)$—$91,914
Midstream LogisticsPipeline TransportationCorporate and Other(1)EliminationConsolidated
For the nine months ended September 30, 2025 · (In thousands)
Revenue$1,318,459$7,162$—$—$1,325,621
Other revenue8,3436——8,349
Intersegment revenue(2)—18,271—(18,271)—
Total segment operating revenue1,326,80225,439—(18,271)1,333,970
Costs of sales (excluding depreciation and amortization expense)(615,624)172——(615,452)
Intersegment costs of sales(18,271)——18,271—
Operating expenses(3)(226,283)(1,951)——(228,234)
General and administrative expenses(18,731)(901)(72,300)—(91,932)
Proportionate EMI EBITDA—263,345——263,345
Other segment items(4)14,870—59,017—73,887
Segment Adjusted EBITDA(5)$462,763$286,104$(13,283)$—$735,584
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)$462,763$286,104$(13,283)$—$735,584
Add back:
Other interest income——1,274—1,274
Gain on disposal of assets, net15———15
Commodity hedging unrealized gain13,131———13,131
Equity in earnings of unconsolidated affiliates—174,472——174,472
Deduct:
Interest expense97—173,852—173,949
Depreciation and amortization expenses274,9036,92418—281,845
Contract assets amortization5,054———5,054
Proportionate EMI EBITDA—263,345——263,345
Share-based compensation——44,577—44,577
Loss on debt extinguishment——635—635
Contingent liabilities fair value adjustment5,700———5,700
Integration costs10,999—1,622—12,621
Acquisition / divestiture transaction costs——812—812
Other one-time costs or amortization3,702—12,006—15,708
Income (loss) before income taxes$175,454$190,307$(245,531)$—$120,230
Midstream LogisticsPipeline TransportationCorporate and Other(1)EliminationConsolidated
For the nine months ended September 30, 2024 · (In thousands)
Revenue$1,082,236$6,566$—$—$1,088,802
Other revenue8,122289——8,411
Intersegment revenue(2)—19,288—(19,288)—
Total segment operating revenue1,090,35826,143—(19,288)1,097,213
Costs of sales (excluding depreciation and amortization expense)(444,767)(19)——(444,786)
Intersegment costs of sales(19,288)——19,288—
Operating expenses(3)(159,455)(2,223)——(161,678)
General and administrative expenses(13,766)(1,263)(79,817)—(94,846)
Proportionate EMI EBITDA—262,553——262,553
Other segment items(4)11,083—64,105—75,188
Segment Adjusted EBITDA(5)$464,165$285,191$(15,712)$—$733,644
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)$464,165$285,191$(15,712)$—$733,644
Add back:
Other interest income——1,459—1,459
Commodity hedging unrealized gain1,935———1,935
Gain on sale of equity method investment—89,837——89,837
Equity in earnings of unconsolidated affiliates—169,668——169,668
Deduct:
Interest expense5,273—162,272—167,545
Depreciation and amortization expenses229,3366,89717—236,250
Contract assets amortization4,965———4,965
Proportionate EMI EBITDA—262,553——262,553
Share-based compensation——52,868—52,868
Loss on disposal of assets, net4,090———4,090
Loss on debt extinguishment——525—525
Contingent liabilities fair value adjustment1,400———1,400
Integration costs1,792—3,299—5,091
Acquisition transaction costs——3,538—3,538
Other one-time costs or amortization4,048—4,400—8,448
Income (loss) before income taxes$215,196$275,246$(241,172)$—$249,270

(1)Corporate and Other represents those results that: (i) are not specifically attributable to an operating 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. Items included here to reconcile operating segments’ profit and loss with the Company’s consolidated profit and loss.

(2)The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value. Intersegment revenue is eliminated at consolidation.

(3)Operating expenses includes ad valorem taxes.

(4)Other segment items include certain other income items, share-based compensation, adjustments related to amortization of contract costs, fair value adjustments to contingent liabilities, commodity hedging unrealized gain or loss, integration costs, acquisition costs and other one-time costs or amortization.

(5)Segment Adjusted EBITDA is a non-GAAP measure; please see Key Performance Metrics in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, for a definition and reconciliation to the GAAP measure.

The following tables present other segment expenses that are not included in the segment profit measurements above for the three and nine months ended September 30, 2025 and 2024:

Midstream LogisticsPipeline TransportationCorporate and Other (1)Consolidated
For the three months ended September 30, 2025 · (In thousands)
Income tax expenses$—$—$1,109$1,109
Capital expenditure(3)(4)$171,824$2$—$171,826
Income tax expenses$—$—$8,260$8,260
Capital expenditure(3)(4)$60,053$3,373$—$63,426
Midstream LogisticsPipeline TransportationCorporate and Other (1)Consolidated
For the nine months ended September 30, 2025 · (In thousands)
Income tax expenses$—$—$11,003$11,003
Capital expenditure(3)(4)$388,988$245$—$389,233
Income tax expenses$—$—$21,261$21,261
Capital expenditure(3)(4)$158,171$5,378$—$163,549
September 30,December 31,
20252024
Total assets: · (In thousands)
Midstream Logistics$4,706,271$4,326,954
Pipeline Transportation(2)2,231,9682,270,403
Segment total assets6,938,2396,597,357
Corporate and other(1)263,834217,580
Total assets$7,202,073$6,814,937

(1)Corporate and Other activities represents those results that: (i) are not specifically attributable to an operating 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. Items included here to reconcile operating segments profit and loss with the Company’s consolidated profit and loss.

(2)The Pipeline Transportation segment includes investments in unconsolidated affiliates of $2.09 billion and $2.12 billion as of September 30, 2025 and December 31, 2024, respectively.

(3)Excludes capital assets acquired in business combinations and included in the Midstream Logistic segment. See Note 2—Business Combinations in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.

(4)Excludes contributions or acquisitions made in the Company’s EMIs that are included in the Pipeline Transportation segment. See Note 6—Equity Method Investmentsin the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.

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