Kinetik Holdings Inc.
For the period ended Dec 31, 2025. Filed Apr 8, 2026.
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Dec 31, 2025 · Filed Apr 8, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
(Name of registrant as specified in its charter)
N/A
(Name of person(s) filing proxy statement, if other than the registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of Annual Meeting of Stockholders
and Proxy Statement
May 19, 2026
Dear Stockholder,
2025 was a year of meaningful strategic progress amid a challenging operating environment for Kinetik. Persistent commodity price volatility, inflationary pressures, and moderated producer activity created a difficult operating backdrop. Despite these headwinds, we executed several key initiatives that strengthened our commercial foundation and reinforced the long‑term competitiveness of our system.
“As we look ahead, our priorities remain centered on consistent execution, operational excellence, and continued advancement of projects that strengthen the durability and scale of our integrated system.”
During the year, we achieved commercial in‑service at the Kings Landing Processing Complex (the “Kings Landing Plant”), the culmination of a multi-year development that doubled gas processing capacity in Delaware North and has demonstrated exceptional operational reliability since start-up. We reached a final investment decision to convert the Kings Landing Plant for sour gas service, which we expect to expand our acid gas injection capacity and position the system to support producers as development increasingly targets gassier benches. In addition, we further strengthened our integrated footprint with the completion of the Barilla Draw acquisition and continued progress on the ECCC Pipeline, which will connect the Delaware North system to additional gas processing capacity in Delaware South.
We also took meaningful steps to reinforce our financial resilience during the year. Through the divestiture of our equity interest in EPIC Crude Holdings, LP (“EPIC ”), opportunistic access to the debt capital markets, and the refinancing and extension of our bank credit facilities, we enhanced our liquidity and financial flexibility. Proceeds from the EPIC transaction were used to reduce borrowings under our revolving credit facility, further strengthening our balance sheet and supporting our disciplined capital allocation priorities.
Collectively, these actions drove year-over-year growth in Adjusted EBITDA and processed gas volumes and have left us with a stronger midstream infrastructure system, a better-aligned commercial portfolio, and a platform well-positioned for long‑term value creation.
Most recently, we updated our capital allocation framework to better align with the multi-year growth opportunities supported by our expanding system and long‑term commercial commitments. The refreshed framework reflects a growth‑first mentality, prioritizing high‑return organic investment that enhances strategic value while maintaining ample liquidity and balance sheet discipline. It also outlines a clear approach to shareholder distributions, including annual dividend increases and the use of share repurchases as a meaningful contributor to longer‑term incremental returns. Together, these priorities support our goal of maximizing share price outcomes and delivering sustainable, long‑term value for shareholders.
As we look towards the upcoming year, we anticipate our priorities will remain centered on consistent execution, operational excellence, and continued advancement of projects that strengthen the durability and scale of our integrated system. Strategically positioned at the intersection of abundant, low‑cost natural gas supply and growing Gulf Coast demand, we believe Kinetik is well situated to enable multi-year producer development plans and capitalize on long‑term structural opportunities across the Delaware Basin. We enter 2026 and beyond with a clear mandate to deliver durable, compounding value for our shareholders.
Thank you for your continued support and confidence in Kinetik.
Jamie Welch, Chief Executive Officer and President
2700 Post Oak Boulevard, Suite 300, Houston TX 77056-5748
Notice of Annual Meeting of Stockholders of Kinetik Holdings Inc.
Date:
May 19, 2026
Time:
10:00 a.m. Central Time
Place:
Virtual meeting via live webcast, accessible at:
www.virtualshareholdermeeting.com/KNTK2026
YOUR VOTE
IS IMPORTANT
Whether or not you plan to attend the meeting, we encourage you to vote as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled “How to Vote” beginning on page 68 of this proxy statement, or, if you requested to receive printed proxy materials, your enclosed proxy card.
Notice is hereby given that the 2026 annual meeting of stockholders of Kinetik Holdings Inc., a Delaware corporation (“Kinetik,” the “Company,” or “we”), will be held on May 19, 2026, at 10:00 a.m. (Central Time) in a virtual-only meeting format by live webcast for the following purposes:
| 1 | Elect 10 directors named in the attached proxy statement; |
| 2 | Approve a non-binding resolution regarding the compensation of named executive officers for 2025 (say on pay); |
| 3 | Ratify the appointment of KPMG LLP as the Company’s independent auditor for fiscal year 2026; and |
| 4 | Transact any other business that may properly come before the meeting or any adjournment thereof. |
Holders of record of the Company’s Common Stock as of the close of business on March 27, 2026, are entitled to notice of, and to vote at, the annual meeting. This proxy statement is first being mailed to Kinetik stockholders on or about April 8, 2026.
IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 19, 2026. This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available free of charge on the Company’s website atwww.kinetik.com.
By order of the Board of Directors,
Lindsay Ellis
General Counsel, Chief Compliance Officer and Corporate Secretary, Kinetik Holdings Inc.
Houston, Texas, April 8, 2026
Table of Contents
| Proxy Statement Summary | 1 | |
| Proposal 1. Election of Directors | General Information | 2 |
| Board Composition | 3 | |
| Nominees for Election as Directors | 5 | |
| Vote Required | 11 | |
| Corporate Governance | Board Leadership Structure and Role in Risk Oversight | 12 |
| Director Service on Other Boards | 14 | |
| Director Independence | 14 | |
| Reporting of Concerns to Independent Directors | 14 | |
| Standing Committees and Meetings of the Board | 15 | |
| Audit Committee | 15 | |
| Compensation Committee | 16 | |
| Governance and Sustainability Committee | 17 | |
| Committee Charters | 18 | |
| Board and Committee Evaluations | 18 | |
| Report of the Audit Committee | 18 | |
| Insider Trading Policy | 19 | |
| Anti-Hedging and Pledging Policy | 19 | |
| Sustainability | 19 | |
| Securities Ownership and Principal Holders | 22 | |
| Policies with Respect to Related Party Transactions | Related Persons Transactions Policy | 24 |
| Certain Business Relationships and Transactions | 24 | |
| Transactions Entered Into in Connection With the Transactions | 25 | |
| Information About Our Executive Officers | 26 | |
| Executive Compensation | Compensation Discussion and Analysis | 29 |
| Report of the Compensation Committee | 43 | |
| Executive Compensation Tables | 44 | |
| Proposal 2. Advisory Vote to Approve Named Executive Officer Compensation | General Information | 63 |
| Vote Required | 64 |
| Proposal 3. Ratification of the Appointment of Independent Auditor | General Information | 65 |
| Vote Required | 66 | |
| Voting and Other Information | Who Is Paying the Solicitation Cost | 67 |
| Notice of Internet Availability of Proxy Materials | 67 | |
| Virtual Meeting Admission | 67 | |
| Voting | 68 | |
| Revoking a Proxy | 69 | |
| Quorum | 69 | |
| Votes Needed | 69 | |
| Who Counts the Votes | 70 | |
| Future Stockholder Proposals and Director Nominations | 70 | |
| Proposals for Inclusion in Next Year’s Proxy Statement | 70 | |
| Proposals and Director Nominations for Presentation at Next Year’s Annual Meeting | 70 | |
| Stockholders with the Same Last Name and Address | 71 | |
| Solicitation of Proxies | 71 |
Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.
At a Glance
Company Overview
| Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast midstream C‑corporation operating in the Delaware Basin, providing comprehensive gathering, transportation, compression, processing, and treating services for companies that produce natural gas, natural gas liquids, crude oil and water. With over 2.4 billion cubic feet per day of gas processing capacity, Kinetik is a best-in-class service provider in the Delaware Basin with a strong track record of industry leading volume growth. | |
| ★ Kinetik Plant ■ Serviced Acreage | ■ Northwest Shelf■ Delaware Basin |
Company Stats
2.4 Bcfpd
Gas Processing Capacity
Processing Complexes in TX & NM
~5,000 Miles
Operated Pipelines
~1.4MM
Serviced Acres
90+
Producer Customers
2025 Highlights
1.79 Bcfpd
Average Gas Processed Volumes
$988MM
Adjusted EBITDA
$3.12 per share
Cash Dividends Declared
$176MM
Class A Common Stock Repurchased
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.