Kinetik Holdings Inc.

14. SHARE-BASED COMPENSATION

Class A Shares and Class C Shares

The table below summarizes Class A Shares and Class C Shares activity for the year ended December 31, 2025:

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested Class A Shares for the years ended December 31, 2025 and 2024. No vesting or forfeitures occurred for Class C Shares during 2025 or 2024.

As of December 31, 2025, there were $3.3 million of unrecognized compensation costs related to unvested Class A Shares and Class C Shares. These costs are expected to be recognized over a weighted average period oftwo months.

Restricted Stock Units

The table below summarizes RSUs activity for the year ended December 31, 2025:

(1)The weighted average grant-date fair market value per unit of outstanding and unvested shares at December 31, 2025 includes modifications made during 2025.

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested RSUs for the years ended December 31, 2025 and 2024.

As of December 31, 2025, there were $11.2 million of unrecognized compensation costs related to unvested RSUs. These costs are expected to be recognized over a weighted average period of 1.61 years.

Performance Stock Units

The table below summarizes PSU activities for the year ended December 31, 2025:

(1)The weighted average grant-date fair market value per unit of outstanding and unvested shares at December 31, 2025 includes modifications made during 2025

No vesting or forfeiture occurred for PSUs for the year ended December 31, 2025.

The table below presents a summary of the grant-date fair value assumptions used to value the PSUs on the grant date:

As of December 31, 2025, there were $7.8 million of unrecognized compensation costs related to the PSUs. These costs are expected to be recognized over a weighted average period of 1.55 years.

With respect to the above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $62.6 million, $76.5 million and $56.0 million in “General and administrative expenses” of the Consolidated

Statements of Operations, for the years ended December 31, 2025, 2024 and 2023, respectively, based on a straight-line amortization of the associated awards’ fair value over the respective vesting life of the shares. In addition, during the first half of 2025, the Company modified certain equity awards in connection withtwo key employees retiring from the Company. The modifications allowed for continued vesting of unvested equity awards that would have otherwise been forfeited upon the former employees’ retirement. As a result of the modifications, the Company recognizes $2.9 million in additional stock-based compensation cost, which is amortized over the remaining term of respective equity awards.

15. INCOME TAXES

The total income tax provision consists of the following:

The following table presents income taxes paid (net of refunds received):

The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025. The comparative years ended December 31, 2024 and 2023 are presented under ASC 740’s previous guidance. The difference between the effective income tax rate and the U.S. statutory rate is reconciled below:

Texas margin tax, a levy on businesses operating in the State of Texas, accounted for more than 98% of the effect of the state and local income tax category in above tax rate reconciliation for the years ended December 31, 2025, 2024 and 2023.

The net deferred tax assets reflect the tax impact of temporary differences between the asset and liability amounts carried on the balance sheet under U.S. GAAP and amounts utilized for income tax purposes. The net deferred tax assets consist of the following:

For state purposes, the Company records deferred tax assets and liabilities based on the differences between the carrying value and tax basis of assets and liabilities recorded on the Consolidated Balance Sheets.

For federal purposes, the Company has deferred tax assets related to (i) its investment in the Partnership and (ii) net operating losses (“NOLs”) with no expiration date. As of December 31, 2025, embedded in the investment in partnership deferred tax asset is approximately $18.2 million related to the carryover of interest expense limitation under IRC Section 382 163(j). The carryover for the interest expense limitation has no expiration. The Company has evaluated all positive and negative evidence to conclude that it is more likely than not that such deferred tax assets will be realized. This determination was based, in part, on the fact that the Company achieved a three-year cumulative position of profitability as of December 31, 2025. It is also based on our projections of future taxable income at current commodity prices and our current cost structure. This positive evidence outweighs negative evidence regarding the realization of the Company’s deferred tax assets. As a result, no valuation allowance was recorded with respect to such deferred tax assets as of December 31, 2025.

IRC Section 382 addresses company ownership changes and specifically limits the utilization of certain deductions and other tax attributes on an annual basis following an ownership change. The Company experienced ownership changes within the meaning of IRC Section 382 that subjected certain of the Company's tax attributes, including NOLs, to an IRC Section 382 limitation. Subsequent ownership changes could further impact the limitation in future years. However, notwithstanding such limitation, we expect to use substantially all of our NOLs to offset our future federal tax liabilities. The timing of such usage will depend upon our future earnings and future tax circumstances.

The Company accounts for income taxes in accordance with FASB ASC 740, which prescribes a minimum threshold a tax position must meet before being recognized in the financial statements. Tax positions generally refer to a position taken in a previously filed income tax return or expected to be included in a tax return to be filed in the future that is reflected in the measurement of current and deferred income tax assets and liabilities.

The Company hadno uncertain tax position as of December 31, 2025 and 2024.

The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company has recordedno interest or penalties associated with unrecognized tax benefits. As of December 31, 2025, tax years 2021 through 2025 remain subject to examination by various taxing authorities.