Kinetik Holdings Inc.

13. SHARE-BASED COMPENSATION

The Company granted various Class A and Class C Shares, restricted stock units (“RSUs”) and performance stock units (“PSUs”) to members of the Board and employees. The Class A Shares and Class C Shares and RSUs are subject to service requirements for vesting and the PSUs have both service requirements and market condition performance requirements for vesting. These units are recorded at grant-date fair value and compensation expense is recognized on a straight‑line or graded straight-line basis over the vesting period within “general and administrative expenses” of the Condensed Consolidated Statements of Operations in accordance with FASB ASC 718, Compensation - Stock Compensation. Forfeitures are recognized as they occur.

Class A Shares and Class C Shares

The table below summarizes Class A Share and Class C Share activities for the nine months ended September 30, 2026:

(1)Represented vesting of 2,557,454 shares of Class A Shares and 325,566 shares of Class C Shares. All the vested shares were issued and outstanding and held in escrow upon the closing of the Altus Merger in 2022.

(2)Represented Class A Shares that were issued in connection with the closing of the Altus Merger in 2022, which hadzero grant date fair value as the vesting of such shares was contingent upon the sale of the Company’s Class A Common Stock by a certain third party. The likelihood and timing of this event could not be reasonably estimated as of September 30, 2026. If there is no additional sale of the Company’s Class A Common Stock made by such certain third party, all outstanding unvested shares will vest on February 25, 2028.

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested Class A Shares and Class C Shares for the three and nine months ended September 30, 2026 and 2025:

Restricted Stock Units

RSUs were granted to certain executives and employees under the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan (the “2019 Plan”) with various service vesting requirements. Such RSUs may be settled only for shares of Class A Common Stock on aone-for-one basis, contingent upon continued employment.

The table below summarizes RSU activities for the nine months ended September 30, 2026:

The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of RSUs for the three and nine months ended September 30, 2026 and 2025:

As of September 30, 2026, there were $36.1 million of unrecognized compensation costs related to the RSUs. These costs are expected to be recognized over a weighted average period of 1.72 years.

Performance Stock Units

The Company granted PSUs pursuant to the 2019 Plan to certain of its employees and executives. These PSUs vest and become earned upon the achievement of certain performance goals based on the Company’s annualized absolute total stockholder return and the Company’s relative total stockholder return as compared to the performance peer group during athree-year performance period. Depending on the results achieved during thethree-year performance period, the actual number of Class A Common Stock that a holder of the PSUs earns at the end of the performance period may range from 0% to 200% of the target number of PSUs granted. The fair value of the PSUs is determined using a Monte Carlo simulation at the grant date. The Company recognizes compensation expense for PSUs on a straight-line basis over the performance period. Any PSU not earned at the end of the performance period will be forfeited.

The table below summarizes PSU activities for the nine months ended September 30, 2026:

No vesting occurred for PSUs for the three and nine months ended September 30, 2026 and 2025.

The table below presents a summary of the grant-date fair value assumptions used to value the PSUs granted during 2026:

As of September 30, 2026, there were $11.0 million of unrecognized compensation costs related to the PSUs. These costs are expected to be recognized over a weighted average period of 1.85 years.

With respect to the above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $9.3 million and $14.2 million for the three months ended September 30, 2026 and 2025, respectively, and $39.1 million and $44.6 million for the nine months ended September 30, 2026 and 2025, respectively.