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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

KNTK$48.77-0.8%Stored close · as of Nov 6, 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)

Delaware81-4675947
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par valueKNTKNew 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, 202664,590,736
Number of shares of registrant’s Class C Common Stock, $0.0001 issued and outstanding as of February 20, 202697,557,604

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 PROPERTIES1
1A.RISK FACTORS13
1B.UNRESOLVED STAFF COMMENTS25
1C.CYBERSECURITY26
3.LEGAL PROCEEDINGS28
PART II
5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES29
6.[RESERVED]30
7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS31
7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK44
8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA44
9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE44
9A.CONTROLS AND PROCEDURES45
9B.OTHER INFORMATION45
9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS45
PART III
10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE46
11.EXECUTIVE COMPENSATION46
12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS46
13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE46
14.PRINCIPAL ACCOUNTING FEES AND SERVICES46
PART IV
15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES47
SIGNATURES50

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