Kinetik Holdings Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For the fiscal year ended December 31, 2025
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from ________ to ________
Commission file number 001-38048
(Exact name of registrant as specified in its charter)
| Delaware | 81-4675947 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2700 Post Oak Boulevard, Suite 300
Houston, Texas 77056-4400
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (713)621-7330
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, $0.0001 par value | KNTK | New York Stock Exchange |
| NYSE Texas | ||
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes☐ No☒
| Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, 2025 (in billions) | $1.97 |
|---|---|
| Number of shares of registrant’s Class A Common Stock, $0.0001 issued and outstanding as of February 20, 2026 | 64,590,736 |
| Number of shares of registrant’s Class C Common Stock, $0.0001 issued and outstanding as of February 20, 2026 | 97,557,604 |
Documents Incorporated By Reference
Portions of registrant’s proxy statement relating to registrant’s 2026 annual meeting of stockholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
| Item · Page | ||
|---|---|---|
| GLOSSARY · ii | ||
| INFORMATION REGARDING FORWARD-LOOKING STATEMENTS AND RISKS · iii | ||
| PART I | ||
| 1 and 2. | BUSINESS AND PROPERTIES | 1 |
| 1A. | RISK FACTORS | 13 |
| 1B. | UNRESOLVED STAFF COMMENTS | 25 |
| 1C. | CYBERSECURITY | 26 |
| 3. | LEGAL PROCEEDINGS | 28 |
| PART II | ||
| 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | 29 |
| 6. | [RESERVED] | 30 |
| 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 31 |
| 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 44 |
| 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 44 |
| 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 44 |
| 9A. | CONTROLS AND PROCEDURES | 45 |
| 9B. | OTHER INFORMATION | 45 |
| 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 45 |
| PART III | ||
| 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 46 |
| 11. | EXECUTIVE COMPENSATION | 46 |
| 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 46 |
| 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 46 |
| 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 46 |
| PART IV | ||
| 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 47 |
| SIGNATURES | 50 | |
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