DEF 14A of Kinetik Holdings Inc., Apr 8, 2026

DEF 14A of Kinetik Holdings Inc.

Filed Apr 8, 2026 · FY20250001692787-26-000086

Open on EDGAR

  1. Nominees for Election as Directors

    Nominees for Election as Directors Biographical information as of March 17, 2026, including principal occupation and business experience during the last five years, of each nominee for director is set forth below. Unless otherwise stated, the principal occupation of each nominee has been the same for the past five years. In addition, each nominee’s experience, qualifications, attributes, or skills to serve on our Board are set forth below.

  2. Nominees for Election as Directors

    | | Ms. Byers has served as a director since July 2022. She retired from EY following a 36-year career in public accounting while holding multiple leadership roles. From July 2018 until her retirement in July 2022, Ms. Byers served as EY’s Americas Industry Leader overseeing the markets and growth strategy across its primary industry. Ms. Byers served as Ernst & Young LLP’s Houston Office Managing Partner and US Energy Leader from July 2013 to July 2018 and Managing Partner of the Southwest Region Strategy & Transactions business unit from July 2008 to July 2013. In these roles, she was a leader in the global energy markets and worked with corporations and investment funds in all phases of energy investment. Ms. Byers holds a B.B.A. from Baylor University and is a Certified Public Accountant. QUALIFICATIONS Ms. Byers is well qualified to serve on our board due to her significant experience in public company accounting, finance and financial reporting. Other Public Company Directorships (within the last 5 years) •Excelerate Energy, Inc •Civitas Resources, Inc •DTE Energy Company Committees •Audit (Chair and Audit Committee Financial Expert) •Governance | | Deborah L. Byers AGE: 64 DIRECTOR SINCE: 2022 INDEPENDENT | |

  3. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 5 | 2026 Proxy Statement |

  4. Nominees for Election as Directors

    | | Mr. Foley was appointed to our board of directors and elected Chair of the Board in February 2022. Mr. Foley is a Senior Managing Director in the Private Equity group and Global Head of Blackstone Energy Transition Partners. Mr. Foley is responsible for overseeing Blackstone’s private equity investment activities in the energy sector on a global basis. Since joining Blackstone in 1995, Mr. Foley has been responsible for building the Blackstone energy practice and has played an integral role in every energy-related private equity deal that the firm has made. Before joining Blackstone, Mr. Foley worked with AEA Investors, and prior to that he worked as a management consultant for Monitor Company. Mr. Foley serves as a member of the board of directors for several Blackstone investments, including following private companies: Accel International, Beacon Offshore Energy, Rover, Sediver, Viridon and Western LNG. Mr. Foley also served as a director of BCP Raptor Holdco GP, LLC, the general partner of BCP (“BCP GP”) from June 2017 until February 2022. He also serves as the Chairman of the Advisory Council of the University of Chicago Institute for Climate & Sustainable Growth and the Chairman of the Columbia University Medical Center Ophthalmology Board of Advisors. Mr. Foley received a B.A. and M.A. in Economics, with honors, Phi Beta Kappa, from Northwestern University and received an M.B.A. with distinction from Harvard Business School. QUALIFICATIONS Mr. Foley brings industry expertise and a unique financial perspective to our board based on his extensive experience having actively managed private equity investments for over 20 years. Other Public Company Directorships (within the last 5 years) •None Committees •Compensation | | David I. Foley AGE: 58 DIRECTOR SINCE: 2022 INDEPENDENT & CHAIRMAN OF THE BOARD | |

  5. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 6 | 2026 Proxy Statement |

  6. Nominees for Election as Directors

    | | Mr. Kumar was appointed to the Board of Directors in February 2024. Mr. Kumar has served as a Senior Policy Advisor for I Squared since January 2024. He has also served as the Deputy Chairman for Klesch Group Limited since January 2024 where he is responsible for strategy, finance and risk management. From 1997 to 2023, Mr. Kumar worked at Morgan Stanley and held a number of senior roles, including Managing Director, Global Head of Project, Commodity and Infrastructure Finance and Global Head of Global Structured Products. While at Morgan Stanley, Mr. Kumar was a member of senior investment and management committees, served as an advisor to Morgan Stanley funds and was responsible for capital raising and advisory services that focused on global commodity, infrastructure, and energy finance. Mr. Kumar also served as a Captain in the United States Army, active and reserve, from 1989 to 2002. Mr. Kumar holds a B.A. in Economics and Mathematics from Washington University in St. Louis. QUALIFICATIONS Mr. Kumar is well qualified to serve on our board due to his extensive experience in a number of areas including accounting and finance. Other Public Company Directorships (within the last 5 years) •None Committees •None | | Michael Kumar AGE: 58 DIRECTOR SINCE: 2024 INDEPENDENT | |

  7. Nominees for Election as Directors

    | | Mr. Leland has served as a director since March 2017. Mr. Leland has served as a Director and Audit Committee Chair of Rice Acquisition Corporation III since September 2025. He served as Deltic Timber Corporation’s interim President and CEO from October 2016 to March 2017. Previously, Mr. Leland also served as Executive Vice President and CFO of El Paso Corporation from 2005 to 2009 and President of El Paso’s midstream business unit from 2009 to 2012, and as director of El Paso Pipeline Partners, L.P. from its formation in 2007 to 2012. He served as Senior Vice President and CFO of El Paso Exploration & Production Company from 2004 to 2005. Mr. Leland served as Vice President and COO of the general partner of GulfTerra Energy Partners, L.P. in 2003, and as Vice President and Controller from 1997 to 2003. Mr. Leland holds a B.B.A. in finance and economics from the University of Puget Sound. QUALIFICATIONS Mr. Leland is well qualified to serve on our board due to his extensive operational and financial experience in the midstream energy industry and his experience on the boards of directors of numerous publicly traded energy companies. Other Public Company Directorships (within the last 5 years) •Equitrans Midstream Corporation •PotlatchDeltic Corporation (merged with Rayonier Inc. in 2026) •Rayonier Inc. •Rice Acquisition Corporation III Committees •Audit (Audit Committee Financial Expert) •Governance | | D. Mark Leland AGE: 64 DIRECTOR SINCE: 2017 INDEPENDENT | |

  8. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 7 | 2026 Proxy Statement |

  9. Nominees for Election as Directors

    | | Mr. McCarthy has served as a director since June 2017. He previously served as the Company’s Chair from March 2017 until November 2018 and as its Chief Executive Officer from December 2016 (inception) until February 2017. Mr. McCarthy served as Vice Chairman of Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”) from 2019 to 2023. During his 19-year tenure at Kayne Anderson, he co-founded the firm’s energy infrastructure securities activities and served as CEO and Chairman of the Board of Directors for Kayne Anderson’s closed-end funds. Prior to joining Kayne Anderson in 2004, Mr. McCarthy was global head of energy at UBS Securities LLC and held similar positions at PaineWebber Incorporated and Dean Witter Reynolds. Mr. McCarthy earned a B.A. in Economics and Geology from Amherst College in 1981 and an M.B.A. in Finance from the Wharton School at the University of Pennsylvania in 1984. QUALIFICATIONS Mr. McCarthy is well qualified to serve as a member of our board due to his energy finance, accounting and investment experience. Other Public Company Directorships (within the last 5 years) •Chord Energy (formerly known as Whiting Petroleum Corporation) •Plains All American Pipeline LP •Whiting Petroleum Corporation Committees •Audit (Audit Committee Financial Expert) •Compensation (Chair) | | Kevin S. McCarthy AGE: 66 DIRECTOR SINCE: 2017 INDEPENDENT | |

  10. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 8 | 2026 Proxy Statement |

  11. Nominees for Election as Directors

    | | Mr. Munfa was appointed to our board of directors in February 2022. Mr. Munfa is a Senior Managing Director in the Private Equity group at Blackstone. Since re-joining Blackstone in 2011, Mr. Munfa focuses on investments in the midstream and transmission sectors. Mr. Munfa has played an integral role in the execution of Blackstone’s investments in Cheniere, Cliff Swallow, Custom Truck One Source, EagleClaw Midstream, Grand Prix, Global Offshore Wind, GridLiance, Permian Highway Pipeline, Rover, Sabre and Power Grid Components, amgonst others. Mr. Munfa serves as director of Power Grid Components, Blue Sky Infrastructure, Sediver, Shermco, Viridon and Western LNG. Mr. Munfa previously served as a director of BCP GP from June 2017 until February 2022. From 2006 to 2009, Mr. Munfa was an Analyst with Blackstone’s Private Equity group, where he was involved in the analysis and execution of private equity investments in energy and other industries. He began his career in 2004 as an Analyst in Blackstone’s Restructuring & Reorganization group. Mr. Munfa received an A.B. in Economics from Harvard College and an M.B.A. from the Stanford Graduate School of Business, where he graduated as an Arjay Miller Scholar. QUALIFICATIONS Mr. Munfa is well qualified to serve as a member of our board due to his energy finance and investment experience. Other Public Company Directorships (within the last 5 years) •None Committees •None | | John-Paul (JP) Munfa AGE: 44 DIRECTOR SINCE: 2022 INDEPENDENT | |

  12. Nominees for Election as Directors

    | | Mr. Ordemann was appointed to the Board of Directors in April 2024. Mr. Ordemann has 38 years of energy industry experience, including 25 years focused on natural gas gathering and processing, natural gas transmission, natural gas liquids, crude oil, refined products, and petrochemicals. From 1999 until his retirement in late 2019, Mr. Ordemann held numerous executive positions in commercial and business development at Enterprise Products Partners L.P. (“Enterprise”) and its affiliates, including serving as an Executive Vice President. Mr. Ordemann was also responsible for Enterprise’s engineering, operations, environmental, health, and safety functions and supply chain management activities from 2007 through 2012. Prior to joining Enterprise, he held senior positions in operations, engineering and commercial areas for Shell Midstream Enterprises, LLC and Tejas Natural Gas Liquids, LLC. He holds a B.S. degree in Chemical Engineering from Virginia Tech. QUALIFICATIONS Mr. Ordemann is well qualified to serve on our board due to his extensive operational and financial experience in the midstream energy industry. Other Public Company Directorships (within the last 5 years) •None Committees •Audit •Governance | | William Ordemann AGE: 66 DIRECTOR SINCE: 2024 INDEPENDENT | |

  13. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 9 | 2026 Proxy Statement |

  14. Nominees for Election as Directors

    | | Ms. Putterman was appointed to our board of directors in January 2025. Ms. Putterman has served as a Managing Director, Asset Manager for Blackstone Energy Transition Partners since May 2024. Prior to joining Blackstone, from 2017 until April 2024, Ms. Putterman worked at Collins Aerospace where she served most recently as a Vice President/General Manager of Collins Aerospace’s Military Landing Gear Business. Previously, she held multiple business & operations leadership roles across the Blackstone portfolio. Ms. Putterman received a B.A. in Natural Resource Management from Brandeis University, an M.B.A. from University of Michigan Ross School of Business, and an M.S. from University of Michigan’s School of Natural Resources & Environment. QUALIFICATIONS Ms. Putterman is well qualified to serve on our board due to her operational experience. Other Public Company Directorships (within the last 5 years) •None Committees •None | | Karen Putterman AGE: 46 DIRECTOR SINCE: 2025 INDEPENDENT | |

  15. Nominees for Election as Directors

    | | Ms. Sugg was appointed to our board of directors in February 2022 and subsequently appointed as Lead Director. Ms. Sugg is a retired executive of ConocoPhillips. Prior to her retirement in 2010, she held diverse global and domestic roles leading multiple divisions including the Australasia, Midstream, and Global Gas Divisions, as well as serving as the VP Human Resources Upstream. Additionally, she held management positions across the company in Engineering and Operations, Corporate and Strategic Planning, Mergers and Acquisitions, Treasury, and Marketing. Ms. Sugg served as a director of BCP GP from December 2020 until February 2022. Ms. Sugg has completed numerous advanced management and board of director education programs. She is a member of G100 Board Excellence and National Association of Corporate Directors. Ms. Sugg is a graduate from Oklahoma State University with a B.S. in Chemical Engineering. QUALIFICATIONS Ms. Sugg is well qualified to serve on our board due to her expertise in the energy industry, operational and corporate matters as a result of her broad background in the energy industry and service as a director on various public company boards. Among other qualifications, she brings to the board specific experience in senior leadership, human capital management, regulatory and financial matters. Other Public Company Directorships (within the last 5 years) •Public Service Enterprise Group •Murphy Oil Committees •Governance (Chair) •Compensation | | Laura A. Sugg AGE: 65 DIRECTOR SINCE: 2022 LEAD DIRECTOR | |

  16. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 10 | 2026 Proxy Statement |

  17. Nominees for Election as Directors

    | | Mr. Welch has served as our Chief Executive Officer and President and as a member of our board of directors since February 2022. From April 2019 until February 2022, he served as President, Chief Executive Officer and Chief Financial Officer of BCP GP. From 2017 until February 2022, he served as director of BCP GP. Mr. Welch served as a Senior Advisor to Blackstone Energy Transition Partners until December 31, 2025. Prior to joining Blackstone and BCP GP, he was the Group Chief Financial Officer and Head of Business Development for the Energy Transfer Equity, L.P. (“ETE”) family from June 2013 to February 2016. Mr. Welch also served on the board of directors of ETE, Energy Transfer Partners and Sunoco Logistics. Before joining ETE, Mr. Welch was Head of the EMEA Investment Banking Department and Head of the Global Energy Group at Credit Suisse. He was also a member of the Investment Banking Division Global Management Committee and the EMEA Operating Committee. Mr. Welch joined Credit Suisse First Boston in 1997 from Lehman Brothers Inc. in New York, where he was a Senior Vice President in the global utilities and project finance group. Prior to that he was an attorney in New York with Milbank, Tweed, Hadley & McCloy and a barrister and solicitor with Minter Ellison in Melbourne, Australia. Mr. Welch received a Bachelor of Law and a Diploma of Legal Practice from Queensland University of Technology. QUALIFICATIONS Mr. Welch is well qualified to serve on our board due to his extensive experience in the midstream energy industry, including his experience in the financial and operational risks of an energy company as a result of his service as a CEO, prior public company executive experience and extensive experience managing and overseeing investments. Other Public Company Directorships (within the last 5 years) •None Committees •None | | Jamie Welch AGE: 59 DIRECTOR SINCE: 2022 | |

  18. Nominees for Election as Directors

    The affirmative “FOR” vote of the holders of a plurality of the votes cast by the stockholders present or represented at the meeting, virtually during this meeting or by proxy, and entitled to vote thereon is required to approve each nominee for the election of directors. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or vote your shares with respect to all but one or more of the director nominees. Because directors need only be elected by a plurality of the vote, “Withhold Authority” votes will not affect whether any particular nominee has received sufficient votes to be elected. Broker non-votes will have no effect on the election of the nominees.

  19. Nominees for Election as Directors

    | | The Board recommends that you vote “FOR ALL NOMINEES” for the election of directors. |

  20. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 11 | 2026 Proxy Statement |

  21. Nominees for Election as Directors

    Corporate Governance

  22. Second Amended and Restated Registration Rights Agreement

    Second Amended and Restated Registration Rights Agreement In connection with the closing of the Transactions, we entered into a Second Amended and Restated Registration Rights Agreement (as amended and restated, the “Registration Rights Agreement”) with Apache Midstream, the BX Holders, ISQ, and Contributor (collectively, with their respective permitted transferees, the “Principal Holders”) and certain individual holders party thereto (the “Existing Holders” and, together with the Principal Holders, the “Holders”). The Registration Rights Agreement amended and restated the existing Amended and Restated Registration Rights Agreement, dated November 9, 2018, among Altus Midstream Company (“Altus”), Kayne Anderson Sponsor, LLC, and Apache Midstream, and requires the Company to register for resale (i) the private placement warrants (including any shares of Class A Common Stock issued or issuable upon the exercise of such private placement warrants) held by any Existing Holders, (ii) any outstanding shares of Class A Common Stock or any other equity security (including the shares of Class A Common Stock issued or issuable upon the exercise of any other equity security) of the Company owned by any Holder as of the date of the Registration Rights Agreement, (iii) the shares of Class A Common Stock issued or issuable upon the redemption or exchange of any common units representing limited partnership interests (“Common Units”) of the Partnership, and Class C Common Stock owned by any Holder, in each case in accordance with the terms of the Partnership’s partnership agreement, (iv) any shares of Class A Common Stock issued or issuable upon the exercise of any warrants held by Apache Midstream, (v) any other equity security of the Company issued or issuable with respect to any registrable security by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or reorganization, (vi) the shares of Common Stock, if any, issued to Apache Midstream in connection with the earn-out consideration pursuant to the Contribution Agreement dated August 8, 2018 among Altus, the Partnership, Apache Midstream, and the other parties thereto, and (vii) any shares of Class A Common Stock issued to any Holder in connection with the Reinvestment Agreement (as defined below). The Registration Rights Agreement terminated with respect to Apache Midstream following an underwritten secondary offering of shares by Apache Midstream in March of 2024.

  23. Second Amended and Restated Registration Rights Agreement

    | Kinetik Holdings Inc. | 25 | 2026 Proxy Statement |

  24. Second Amended and Restated Registration Rights Agreement

    Information About Our Executive Officers The following individuals currently serve as executive officers of the Company:

  25. Second Amended and Restated Registration Rights Agreement

    | Name | Position | | Jamie Welch | Chief Executive Officer, President and Director (Principal Executive Officer) | | Matthew Wall | Executive Vice President and Chief Operating Officer | | Steven Stellato | Executive Vice President and Chief Accounting and Chief Administrative Officer (Principal Financial Officer) | | Trevor Howard | Senior Vice President and Chief Financial Officer | | Lindsay Ellis | General Counsel, Chief Compliance Officer and Corporate Secretary |

  26. Second Amended and Restated Registration Rights Agreement

    Biographical information for Mr. Welch is set forth above under the “Proposal 1. Election of Directors—Nominees for Election as Directors” section.

  27. Second Amended and Restated Registration Rights Agreement

    | | Matthew Wall, 43, has served as our Chief Operating Officer since February 2022. Prior to the Transactions, he served as Chief Operating Officer of BCP GP since May 2019 and Vice President, Operations from July 2017 until May 2019. His industry experience has focused on midstream gas gathering and processing design and commissioning, as well as on operational support engineering. He is responsible for the safe, reliable and efficient operation of BCP GP’s measurement, gathering and processing facilities. Prior to joining BCP GP, Mr. Wall served as Manager of Engineering at Aka Energy Group LLC from April 2014 to June 2017. Prior to Aka Energy, Mr. Wall was a Sr. Process Engineer at BCCK Engineering, responsible for process design and commissioning for the company’s EPC projects. His career in midstream began as a Project Engineer at Southern Union Gas Services. Mr. Wall received a B.S. in Chemical Engineering from Texas Tech University. | | Matthew Wall CHIEF OPERATING OFFICER AGE: 43 STARTED AT KINETIK: 2017 | |

  28. Second Amended and Restated Registration Rights Agreement

    | Kinetik Holdings Inc. | 26 | 2026 Proxy Statement |

  29. Second Amended and Restated Registration Rights Agreement

    | | Steven Stellato, 51, has served as our Executive Vice President, Chief Accounting and Chief Administrative Officer since February 2022. Prior to February 2022, Mr. Stellato served as Executive Vice President, Chief Administrative Officer and Chief Accounting Officer of BCP GP from July 2017 until February 2022. In this capacity, he oversees numerous functions including our Accounting/Tax, Human Resources, IT and Insurance/Risk Management functions. He has significant experience leading teams in accounting, finance, treasury, tax and mergers and acquisitions. Prior to joining BCP GP in July 2017, Mr. Stellato served as Vice President and Chief Accounting Officer of CST Brands and CrossAmerica Partners from June 2015 to June 2017. He also served as Vice President and Controller of Energy Transfer Partners, LP for six years. Prior to joining Energy Transfer, he was a Senior Manager with the public accounting firm KPMG, where he focused on clients in the energy industry. Mr. Stellato is a Certified Public Accountant and holds the CGMA designation, as well as a B.B.A. in Accounting from the University of Texas at San Antonio. | | Steven Stellato EXECUTIVE VICE PRESIDENT, CHIEF ACCOUNTING OFFICER & CHIEF ADMINISTRATIVE OFFICER AGE: 51 STARTED AT KINETIK: 2022 | |

  30. Second Amended and Restated Registration Rights Agreement

    | | Trevor Howard, 35, has served as Senior Vice President and Chief Financial Officer since August 2023, where he oversees corporate financial planning and analysis, financing execution, and corporate development. Mr. Howard served as the Vice President of Finance from March 2020 to July 2023, where he was responsible for developing and directing the Company’s analytical and financial plans, research and underwriting, and structuring of investment opportunities at Kinetik. Prior to joining Kinetik, Mr. Howard was an Investment Professional at Glenview Capital Management’s long/short equities group and a Senior Associate at Blackstone’s private equity group. Prior to joining Blackstone, he was an Analyst at Barclays in their Investment Banking Global Natural Resources group. He holds a Masters in Professional Accounting and Bachelors of Business Administration in Accounting from the University of Texas at Austin’s McCombs School of Business. | | Trevor Howard SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER AGE: 35 STARTED AT KINETIK: 2020 | |

  31. Second Amended and Restated Registration Rights Agreement

    | Kinetik Holdings Inc. | 27 | 2026 Proxy Statement |

  32. Second Amended and Restated Registration Rights Agreement

    | | Lindsay Ellis, 39, has served as the General Counsel, Chief Compliance Officer, and Corporate Secretary of Kinetik Holdings Inc. since February 2025. Ms. Ellis previously served as the Deputy General Counsel and Corporate Secretary from 2022 until February 2025 and as the Associate General Counsel at BCP GP from 2019 until 2021. From 2021 until 2022, Ms. Ellis served as the General Counsel and Secretary of Archaea Energy Inc. and as a consultant thereafter. From 2018 to 2019, Ms. Ellis practiced corporate law at Gibson, Dunn & Crutcher LLP representing public and private companies in capital markets offerings and mergers and acquisitions. Prior to joining Gibson Dunn, Ms. Ellis served as the Associate General Counsel at Rice Energy Inc. and Rice Midstream Partners LP from 2015 until Rice Energy Inc.’s merger with EQT Corporation in 2017. From 2012 through 2015, Ms. Ellis practiced corporate law at Vinson & Elkins LLP serving public and private companies, primarily in the oil and natural gas industry. Ms. Ellis received a BA in Political Science and Communication Studies from Southwestern University and a Doctor of Jurisprudence from the University of Houston Law Center. | | Lindsay Ellis GENERAL COUNSEL, CHIEF COMPLIANCE OFFICER & CORPORATE SECRETARY AGE: 39 STARTED AT KINETIK: 2022 | |

  33. Second Amended and Restated Registration Rights Agreement

    | Kinetik Holdings Inc. | 28 | 2026 Proxy Statement |

  34. Second Amended and Restated Registration Rights Agreement

    Executive Compensation

  35. Stockholder Support

    | What We Do | | | ✓ | Provide that the vast majority of NEO compensation is at risk and variable and in the form of annual incentive and long-term incentive awards. | | ✓ | Require that all annual equity awards have a minimum of three years before any initial vesting. | | ✓ | Emphasize long-term performance by granting at least 50% of NEO (75% of CEO) long-term incentive awards in the form of performance-based equity. | | ✓ | Prohibit employees from short selling, pledging, or hedging our securities. | | ✓ | Utilize equity ownership guidelines for executive officers and directors. | | ✓ | Recommend an annual advisory vote on executive compensation in order to provide stockholders with a frequent opportunity to give feedback on compensation programs. | | ✓ | Provide for “double trigger” severance benefits in the event of a change of control and qualifying termination. | | ✓ | Engage an independent compensation consultant, Meridian Compensation Partners (“Meridian”), to assess our practices. | | ✓ | Motivate management to achieve the Company’s operational and strategic goals. |

  36. Stockholder Support

    | What We Don’t Do | | | ✗ | Automatically increase salaries each year or make lock-step changes in compensation based on peer group compensation levels or metrics. | | ✗ | Pay guaranteed or multi-year cash bonuses. | | ✗ | Provide significant perquisites. | | ✗ | Provide Section 280G or 409A tax gross-ups. | | ✗ | No single-trigger change in control protections in 2025 and future long-term incentive plan grants. |

  37. Pay-for-Performance Compensation Structure

    | Component | Performance Period | Objective | Performance Measurement Methodology for 2025 | | Base Salary | Annual | Recognizes an individual’s role and responsibilities and serves as an important retention vehicle. NEO’s may elect to take a portion of this base salary in restricted stock units (“RSUs”), further aligning their interests with those of our shareholders | Reviewed annually and set based on competitive and internal considerations | | Annual Incentive Awards | Annual | Rewards achievement of annual financial and other objectives, subject to meeting individual performance expectations | Based on performance objectives established by the Compensation Committee during the first quarter of 2025 | | Annual Equity Awards | Long-Term | Aligns compensation with long-term retention goals, shareholder return performance and multi-year performance goals | Annual grants with a three or four year vesting period |

  38. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee oversees our executive compensation and employee benefit programs. The Compensation Committee recommends, and the Board approves, all compensation decisions relating to our NEOs, including individual pay levels, annual incentive plan performance goals and outcomes, target annual incentive awards (as defined below) and annual equity grants. As part of their review, the Compensation Committee solicits input from the CEO and the Compensation Committee’s independent consultant.

  39. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee engaged Meridian as its independent compensation consultant for 2025 to assist the Compensation Committee with its responsibilities related to our executive officer and director compensation programs. Representatives of Meridian attend Compensation Committee meetings as requested and communicate with the members of the Compensation Committee between meetings. Meridian provides no services to management or the Compensation Committee that are unrelated to the duties and responsibilities of the Compensation Committee, and the Compensation Committee makes all decisions regarding the compensation of our NEOs and directors. Meridian reports directly to the Compensation Committee, and all work conducted by Meridian for the Company is on behalf of the Compensation Committee. The Compensation Committee determined that the services provided by Meridian to the Compensation Committee during 2025 did not give rise to any conflicts of interest.

  40. Role of our Chief Executive Officer and Senior Management

    Role of our Chief Executive Officer and Senior Management Our CEO, Chief Accounting and Administrative Officer, and General Counsel regularly interact with the Compensation Committee and its Chair to suggest and discuss executive compensation structures and programs. Our CEO makes recommendations for the individual NEO short-term incentive awards for 2025 (referred to herein as “annual incentive awards”) and equity incentive awards for the NEOs and other personnel (other than himself).

  41. Competitive Benchmarking and Peer Group

    Competitive Benchmarking and Peer Group Each component of executive compensation is compared, measured, and evaluated against a peer group of companies. The Compensation Committee approves the peer group and periodically reviews and updates the companies included in that group. The 2025 executive compensation peer group (the “2025 Peer Group”) was approved by the Compensation Committee at the August 2024 meeting and reflects the addition of Delek US Holdings, Inc., National Fuel Gas Company, Sunoco LP, Plains All American Pipeline, L.P., Holly Frontier and Global Partners LP. to the peer group approved by the Compensation Committee for 2025. The 2025 Peer Group is composed of the companies listed below, which are primarily midstream oil and natural gas companies, selected based on size, complexity, and the quality of publicly available data with respect to these companies. When setting 2025 target compensation levels for our NEOs, the Compensation Committee did not target any element of compensation, or overall compensation, to a particular benchmark level of the 2025 Peer Group. Rather, the Compensation Committee used the 2025 Peer Group data as one of several factors including, individual skills, experience, expertise and performance, it took into account when it evaluated and set each element of our executive compensation program. Consideration of peer data helps to ensure that our compensation program is competitive with the market, which allows us to attract and retain executive officers with the requisite talent and experience to help us achieve our short- and long-term goals.

  42. Competitive Benchmarking and Peer Group

    | Western Midstream Partners, LP | National Fuel Gas Company | NuStar Energy L.P. | | Delek US Holdings, Inc. | EnLink Midstream, LLC | Holly Frontier | | Equitrans Midstream Corporation | DT Midstream, Inc. | Global Partners LP | | Sunoco LP | Antero Midstream Corporation | | | Genesis Energy, L.P. | Plains All American Pipeline, L.P. | |

  43. Base Salaries

    In May 2025, the Compensation Committee approved a voluntary program to allow our NEOs to receive, in lieu of cash compensation, a portion of up to 100% of their base salaries in the form of RSUs that would vest on January 1, 2026, subject to their continued employment with the Company, and be settled in shares of Class A Common stock on a one-for-one basis. By allowing our NEOs to receive a portion of their base salaries in RSUs, their incentives are further aligned with those of our stockholders. The number of underlying RSUs awarded to each NEO was calculated by dividing the amount of forgone salary by 97% of the five‑trading‑day volume‑weighted average closing price of the Company’s Class A Common Stock, as reported by the NYSE for the period ending May 9, 2025, which is the same pricing formula used under the Company’s Dividend Reinvestment Plan (the “DRIP Formula”). Each NEO with the exception of Mr. Carpenter and Ms. Psencik, elected to receive a portion of their remaining base salary in RSUs: 100% for Mr. Welch, 50% for Mr. Wall, 50% for Mr. Stellato, 40% for Mr. Howard, and 40% for Ms. Ellis.

  44. Annual Incentive Awards

    Annual Incentive Awards In February 2025, the Compensation Committee, after consultation with Meridian, approved the 2025 annual incentive program, which is intended to reward achievement relative to annual financial, operational and individual performance objectives. The target 2025 annual incentive awards (expressed as a percentage of base salary) for the NEOs were established by the Compensation Committee based on the level of responsibility and ability to impact our overall results, as well as consideration of the 2025 Peer Group pay levels, and are reflected in the table below. The increase in the 2025 target annual incentive for Ms. Ellis was established in connection with her promotion to her current role as General Counsel, Chief Compliance Officer, and Corporate Secretary in February 2025. Mr. Carpenter and Ms. Psencik retired in 2025, as previously described under the section entitled “Leadership Transitions,” and there was no increase in their 2025 target annual incentives.

  45. Annual Incentive Awards

    | Kinetik Holdings Inc. | 33 | 2026 Proxy Statement |

  46. Annual Incentive Awards

    | NEO | 2024 Target Annual Incentive (% of Base Salary) | 2025 Target Annual Incentive (% of Base Salary) | | Jamie Welch | 122 | 125 | | Matthew Wall | 90 | 95 | | Steven Stellato | 90 | 90 | | Trevor Howard | 80 | 90 | | Lindsay Ellis | 60 | 75 | | R. Todd Carpenter (Retired) | 90 | 90 | | Anne Psencik (Retired) | 90 | 90 |

  47. Annual Incentive Awards

    Each NEO may earn between 0% and 200% of their target annual incentive award. If less than threshold performance is achieved with respect to a performance metric, then 0% of the target annual incentive award will be earned by the NEOs for that metric. If threshold performance is achieved with respect to a performance metric, then 50% of the target annual incentive award will be earned by the NEOs for that metric, and if maximum performance is achieved with respect to a performance metric, then 200% of the target annual incentive award will be earned by the NEOs for that metric. 2025 Quantitative Performance Metrics and Results The Compensation Committee selected the following quantitative metrics, which are linked directly to our 2025 business plan: •Financial Metrics: Adjusted EBITDA (as defined below), Levered Free Cash Flow (as defined blow) and Net Debt to EBITDA (as defined below) ratio. These financial metrics represent 55% of each NEO’s potential annual incentive award. The Compensation Committee believes that these measures represent key performance goals that drive shareholder value over the long term. •Sustainability and Safety Factors: Goals with respect to methane intensity ratio, total recordable incident rate (“TRIR”), and motor vehicle incident rate (“MVIR”). These sustainability and safety factors represent 20% of each NEO’s potential annual incentive award. The Compensation Committee selected these metrics to align executive compensation opportunities with the achievement of meaningful safety and sustainability goals that are integral to the way the Company runs its business. Based upon an evaluation of the level of achievement for the financial and sustainability and safety metrics described in the table below, the Compensation Committee determined that each NEO earned approximately 30% of their target annual incentive award with respect to the financial and sustainability and safety metrics (which constitutes 75% of their total annual incentive award). 2025 Qualitative Performance Metrics and Results The Compensation Committee considered certain qualitative factors based on the Company performance, which at target represents 25% of each NEO’s potential annual incentive award. The qualitative factors considered reflect the complexity of the Company’s business and the Compensation Committee’s desire to ensure that decision-making over the short-term remains focused on producing sustainable growth over the long term.

  48. Annual Incentive Awards

    | Kinetik Holdings Inc. | 34 | 2026 Proxy Statement |

  49. Annual Incentive Awards

    In its evaluation of qualitative performance metrics, the Compensation Committee considered performance relative to corporate strategic objectives, including:

  50. Annual Incentive Awards

    | Commercial Success | During 2025, the Company executed new commercial agreements and restructured and extended existing contracts, enhancing its portfolio of long‑dated, fee‑based arrangements. These actions improved cash flow visibility, diversified counterparty exposure, increased volumes and margins across the system, and extended the weighted‑average life of key contracts into the late 2030s. In addition, the Company made meaningful progress in executing its residue gas strategy by expanding market access, securing additional takeaway capacity, and optimizing existing infrastructure. | | Integration and Operational Execution | In 2025, the Company advanced the integration of assets acquired in the Durango Permian, LLC (“Durango”) acquisition, achieved volume and operational synergies, and successfully completed the Kings Landing Plant build‑out. The Company also made progress in expanding its operational footprint, improving system connectivity across acquired and legacy assets, and advancing capabilities that broaden the addressable customer base and support long‑term growth. | | Balance Sheet Management and Capital Allocation | During 2025, the Company enhanced financial flexibility and liquidity through the divestiture of its interest in EPIC , opportunistic access to the debt capital markets, and the refinancing and extension of its bank credit facilities. These actions extended debt maturities, strengthened liquidity, and reinforced the Company’s focus on maintaining financial flexibility and executing prudent, long‑term capital allocation. | | Safety, Environmental, and Operating Performance | In 2025, the Company achieved strong safety results, sustained reductions in flaring intensity, and continued progress in emissions management. The Company also improved its third‑party sustainability ratings and advanced operating initiatives that enhanced recovery performance and supported margin optimization under existing customer contracts. | | Shareholder Liquidity and Market Position | During 2025, the Company expanded institutional ownership and research coverage, improved trading liquidity, and achieved index inclusion, which supports broader investor awareness, improved market efficiency, and long‑term shareholder value. | | Organizational Health and Talent Retention | In 2025, the Company maintained voluntary turnover below industry benchmarks, sustained strong employee engagement scores, and achieved robust participation in employee feedback programs, supporting continuity, succession planning, and long‑term organizational health. |

  51. Annual Incentive Awards

    Based on the evaluation of these items, the Compensation Committee determined an achievement level of 140%, which is in excess of target, with respect to the qualitative metrics of the NEOs’ annual incentive awards. That achievement level constitutes 35% of their total annual incentive award.

  52. Annual Incentive Awards

    | Kinetik Holdings Inc. | 35 | 2026 Proxy Statement |

  53. Annual Incentive Awards

    Final Performance Metrics and Results The Compensation Committee initially set the performance goals with respect to the 2025 annual incentive awards in February 2025. Targets for the annual incentive awards are set at aggressive levels that are intended to require significant effort to achieve. The threshold, target, and maximum performance goals for the 2025 annual incentive awards are reflected in the table below. The Compensation Committee certified an annual incentive payout to each NEO equal to 65% of their respective 2025 target annual incentive.

  54. Annual Incentive Awards

    | Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | 2025 Actual Performance | Percent of Target Metric Earned | Weight | Percent of Target Bonus Earned |

  55. Annual Incentive Awards

    | Financial |

  56. Annual Incentive Awards

    | Adjusted EBITDA ($mm)(1) | $1,090 | $1,120 | $1,150 | $998.7 | 0% | 25% | 0% | | Levered FCF ($mm)(2) | $265 | 315 | $365 | $166.8 | 0% | 17.5% | 0% | | Net Debt/EBITDA(3),(4) | 3.65x | 3.50x | 3.35x | 3.64x | 52% | 12.5% | 6.5% |

  57. Annual Incentive Awards

    | Sustainability & Safety |

  58. Annual Incentive Awards

    | TRIR | 1.26 | 0.84 | 0.42 | 1.20 | 57% | 6.7% | 3.8% | | MVIR | 1.75 | 1.25 | 0.75 | 1.32 | 93% | 6.7% | 6.2% | | Methane Intensity | -3.0% | -7.0% | -11.0% | -15.40% | 200% | 6.7% | 13.3% |

  59. Annual Incentive Awards

    | Qualitative |

  60. Annual Incentive Awards

    | 140% | 25% | 35% |

  61. Annual Incentive Awards

    | Total | 100% | 65% |

  62. Annual Incentive Awards

    (1)“Adjusted EBITDA” is defined as net income including noncontrolling interests adjusted for interest, taxes, depreciation and amortization, impairment charges, asset write-offs, the proportionate earnings before interest, taxes, depreciation and amortization from our equity method investments, equity in earnings from investments recorded using the equity method, share-based compensation expense, extraordinary losses and unusual or non-recurring charges. Adjusted EBITDA is adjusted for any divestitures (including the divestiture of our interest in EPIC) and/or acquisitions not assumed in the 2025 budget. Additional information regarding calculation of Adjusted EBITDA is available in the section entitled “Reconciliation of non-GAAP financial measure” included in our Form 10-K for the fiscal year ended December 31, 2025 and in the earnings release filed by the Company on February 26, 2026. (2)“Free Cash Flow” is defined as “Distributable Cash Flow” adjusted for growth capital expenditures, investments in unconsolidated affiliates, cash interest, and contributions in aid of construction. “Distributable Cash Flow” means Adjusted EBITDA, adjusted for the proportionate “EBITDA” (such as from EPIC) from the Company’s equity method investments, cash distributions received from the Company’s equity method investments, interest expense, net of amounts capitalized, distributions to preferred unit holders and maintenance capital expenditures. “EBITDA” means earnings before interest, taxes, depreciation and amortization. Additional information regarding the calculation of Free Cash Flow is available in the earnings release filed by the Company on February 26, 2026. (3)“Net Debt to EBITDA” is defined as “Net Debt” as of December 31, 2025 divided by the last twelve months Adjusted EBITDA. “Net Debt” is defined as total long-term debt, excluding deferred financing costs, less cash and cash equivalents. Additional information regarding the calculation of Net Debt to EBITDA is available in the earnings release filed by the Company on February 26, 2026. (4)2025 Net Debt to EBITDA is calculated as (i) "Net Debt" as of December 31, 2025 (ii) less the gross dollar amount of repurchased shares in 2025 (including any repurchase fees and expenses paid), divided by (iii) the last twelve months Adjusted EBITDA . The Compensation Committee evaluated the overall performance of each individual NEO prior to certifying the amount of the annual incentive award earned by each NEO, and reserved the ability to adjust such earned amount upwards or downwards in light of such individual performance. For 2025, the amount of the annual incentive award earned by each NEO remained unchanged following the evaluation. Each of our NEOs elected to receive their 2025 annual incentive awards in fully vested shares of Class A Common Stock.

  63. Annual Incentive Awards

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  64. Equity Awards

    Equity Awards 2025 Awards The Company maintains the Kinetik Holdings Inc. 2019 Omnibus Compensation Plan (the “2019 Plan”), which provides the Company with the flexibility to grant a wide range of equity and equity-based awards and is also used as the plan pursuant to which the Company’s annual incentive award program is administered. Long-term incentive (“LTI”) awards are intended to balance retention of our executive team and alignment of our NEOs’ interests with those of our stockholders. During the first quarter of 2025, the Compensation Committee, in consultation with Meridian, designed our 2025 equity compensation program and set the total target LTI value appropriate for each NEO, taking into account 2025 Peer Group data and each NEO’s contribution to our success, level of responsibility and experience. The Compensation Committee determined that it was appropriate to allocate a portion of each NEO’s LTI value to equity awards that would vest solely upon achievement of certain total shareholder return (“TSR”) targets. For 2025, the total targeted annual LTI value was allocated 50% to grants of time-based RSUs and 50% to grants of performance share units (“PSUs”) for Mr. Wall, Mr. Stellato, and Ms. Psencik. For Mr. Howard and Ms. Ellis, 2025 total targeted annual LTI value was allocated 35% to grants of PSUs and 65% to grants of RSUs. Mr. Welch’s 2025 total targeted annual LTI value was allocated 25% to grants of RSUs and 75% to grants of PSUs. Mr. Carpenter did not receive an LTIP award in 2025.

  65. CEO Pay Mix

    | Base Salary | Short-Term Incentive | PSUs | RSUs | | 11% | 14% | 56% | 19% | | | | 75% Long-Term Incentive | |

  66. Other NEO Pay Mix

    | Base Salary | Short-Term Incentive | PSUs | RSUs | | 22% | 20% | 26% | 32% | | | | 58% Long-Term Incentive | |

  67. Other NEO Pay Mix

    The Compensation Committee reviewed and discussed the compensation data for our NEOs compared to the data for similarly situated officers in our peer group, and on February 26, 2025, the Compensation Committee approved the grant of RSUs and PSUs to each NEO, effective as of March 7, 2025. RSUs The RSUs granted on March 7, 2025, will generally vest in a single installment on January 1, 2028, subject to each NEO’s continued employment through such date. Following vesting, each RSU will be settled for shares of our Class A Common Stock on a one-for-one basis. Each NEO was granted the following number of RSUs: 25,868 for Mr. Welch, 13,892 for Mr. Stellato, 15,329 for Mr. Wall, 14,945 for Mr. Howard, 8,095 for Ms. Ellis and 10,538 for Ms. Psencik. Mr. Carpenter was not granted any RSUs.

  68. Other NEO Pay Mix

    PSUs Fifty percent of the PSUs granted on March 7, 2025, will generally vest based on the Company’s annualized TSR performance, and fifty percent of such PSUs will vest based on the Company’s annualized relative TSR performance as compared to the annualized TSR performance of each of the peers in the performance peer group, in each case, over the three-year period commencing on January 1, 2025 and ending on December 31, 2028, subject to each NEO’s continued employment through such date. The performance peer group applicable to the relative-TSR based PSUs is listed below:

  69. Other NEO Pay Mix

    The percentage of PSUs that become earned may range from 0% to 200% of the target number of PSUs granted. Each NEO was granted the following number of target PSUs: 77,604 for Mr. Welch, 13,892 for Mr. Stellato, 15,329 for Mr. Wall, 8,047 for Mr. Howard, 4,359 for Ms. Ellis, and 10,538 for Ms. Psencik. Mr. Carpenter was not granted any PSUs. Please see the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” below for more information on the number and value of RSUs and PSUs awards granted to our NEOs during 2025. Consideration Allocation Shares In connection with the closing of the Transactions in February 2022, the outstanding BCP incentive units held by each of our NEOs were cancelled and exchanged for shares of Class A Common Stock (“Class A Shares”) and Class C Common Stock and Common Units (collectively, the “Class C Shares”). Together, the Class A Shares and Class C Shares are referred to herein as the “Consideration Allocation Shares.” The Consideration Allocation Shares are held in escrow and are released to the holders when the applicable vesting conditions are satisfied in order to assist with post-Transaction retention. The Class A Shares held by each of the NEOs other than Mr. Welch were subject to a three-year cliff vesting schedule and vested on February 25, 2025. Certain Class A Shares held by Mr. Welch are subject to time and performance-based vesting criteria, specifically the achievement of a multiple on invested capital (“MOIC”) performance threshold and continued service through a four- to six-year vesting period. Mr. Welch’s Class C Shares and Class A Shares not subject to the MOIC are subject to a four-year cliff vesting schedule and require continued service through the vesting date. Once vested, the Class C Shares may be redeemed and cancelled in exchange for shares of our Class A Common Stock (or an equivalent amount of cash). A portion of Mr. Welch’s Consideration Allocation Shares vested on February 25, 2026.

  70. Severance, Change in Control and Other Benefits Matters for NEOs

    Severance, Change in Control and Other Benefits Matters for NEOs

  71. Executive Severance Plan

    Executive Severance Plan The Compensation Committee adopted the Kinetik Holdings Inc. Second Amended and Restated Executive Severance Plan (the “Severance Plan”), effective as of December 19, 2025, and a form of participation agreement under the Severance Plan. Each of our NEOs participates in the Severance Plan as a “Tier 1 Executive” (as defined in the Severance Plan).

  72. Executive Severance Plan

    | Kinetik Holdings Inc. | 38 | 2026 Proxy Statement |

  73. Executive Severance Plan

    Termination Without Cause or Resignation For Good Reason Outside of the Change in Control Period Under the Severance Plan, upon a Qualifying Termination, which is defined under the Severance Plan as a termination of an NEO’s employment by the Company without “Cause” or due to the NEO’s resignation for “Good Reason,” outside the “Change in Control Period” (such quoted terms as defined below), the NEO will be eligible to receive the following severance payments: a.A lump sum cash payment in an amount equal to the product of (x) an amount equal to nine weeks of (i) the NEO’s annualized base salary as set forth in the Severance Plan and (ii) their target annual cash bonus for the year of termination (“Base/Bonus Compensation”) and (y) the number of years that the NEO has been continuously employed by the Company or an affiliate of the Company (the “Non-CIC Severance Payment”). The Non-CIC Severance Payment shall in no event be in an amount equal to less than nine weeks or greater than 52 weeks of the NEO’s Base/Bonus Compensation; and b.A lump sum cash payment in an amount equal to the full amount (including the employer and employee premium) required to effect and continue group health plan coverage for a period of 36 months at active employee rates (the “Medical Benefit”). Termination Without Cause or Resignation for Good Reason within the Change in Control Period Under the Severance Plan, upon termination of an NEO’s employment by the Company without Cause or due to the NEO’s resignation for Good Reason that occurs within the Change in Control Period, the NEO will be eligible to receive the following severance payments and benefits: a.A lump sum cash payment equal to (x) two and one-half times the (i) NEO’s annualized base salary as set forth in the Severance Plan and (ii) their target annual cash bonus for the year of termination plus (y) a prorated annual cash bonus for the year of termination based on the Company’s actual performance; b.The Medical Benefit; c.A lump sum cash payment equal to the amount of the Company’s matching or other employer contributions under the 401(k) defined contribution plan and health savings account in which the NEO participates immediately prior to his or her termination of employment that such NEO would have received had his or her employment continued for 30 months; d.Outplacement services not to exceed a total of $75,000; and e.Accelerated vesting of all unvested equity-based awards granted pursuant to the 2019 Plan (for performance-based awards, based on the greater of target and actual performance as of the date of the Change in Control) and the extent any equity-based awards granted under the 2019 Plan contain different terms, the terms and conditions of the applicable document that provides the NEO with the most favorable treatment controls. Termination due to Death or Disability Under the Severance Plan, upon termination of the NEO’s employment due to the NEO’s death or “Disability” (as defined below) at any time, the NEO will be eligible to receive the following severance payment and benefits: a.The Medical Benefit; and b.A lump sum cash payment equal to a prorated annual cash bonus for the year of termination based on the Company’s actual performance.

  74. Executive Severance Plan

    | Kinetik Holdings Inc. | 39 | 2026 Proxy Statement |

  75. Executive Severance Plan

    In order to receive any of the foregoing severance payments or benefits under the Severance Plan, an NEO (or the executor of such NEO’s estate or the NEO’s legal guardian, as applicable) must timely execute (and not revoke) a general release of claims in favor of the Company and its affiliates. Further, the Severance Plan requires continued compliance with certain confidentiality, non-solicitation, ownership of intellectual property, non-disparagement, and post-termination cooperation covenants. If the severance payments and benefits under the Severance Plan would trigger an excise tax for a participant under Section 4999 of the Internal Revenue Code of 1986, as amended, the Severance Plan provides that an NEO’s severance payments and benefits will be reduced to a level at which the excise tax is not triggered, unless the NEO would receive a greater amount without such reduction after taking into account the excise tax and other applicable taxes. For purposes of the Severance Plan, the following terms have the following meanings: 1.“Cause” generally means that the NEO has: (a) failed or refused to comply with a directive of the Board consistent with such NEO’s then-current position, after the Company has provided such NEO with both written notice and an opportunity to perform, (b) abused drugs or alcohol such that it has adversely impacted such NEO’s job performance, (c) been convicted of or pled nolo contendere to a felony or a crime of moral turpitude, (d) committed an act of dishonesty that adversely impacted the Company or any of its affiliates, (e) materially violated any Company policy provided to such NEO in writing, or (f) violated the terms of the Severance Plan or any restrictive covenant agreement between the NEO and the Company. 2.“Change in Control” generally means the occurrence of any of the following events: a.Any one person or more than one person acting as a group acquires beneficial ownership of more than fifty percent (50%) of the voting power of the Company’s outstanding capital stock b.A merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the person resulting from such merger or consolidation; or c.A direct or indirect sale or other disposition, in one or a series of related transactions, of all or substantially all of the Company’s assets, other than to an entity, at least fifty percent (50%) of the combined voting power of the then-outstanding voting securities of such entity are owned by stockholders of the Company immediately prior to such sale. 3.“Change in Control Period” means the period beginning on the date that a Change in Control occurs and ending on the date that is 24 months following the date that such Change in Control occurs. 4.“Disability” generally means the NEOs inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. 5.“Good Reason” generally means (a) a material diminution in the NEO’s title, duties, responsibilities or level of authority, (b) a material reduction in the NEO’s annualized base salary, annual cash bonus opportunity and target short-term or long term equity incentive opportunity, as applicable, or (c) a change in the principal location of the NEO’s services outside of the principal location of the NEO’s services as of the date of the effective date of the Severance Plan, in each case, without the NEO’s prior written approval. The NEO must provide the Company with written objection to an action constituting “Good Reason” within 90 days of such action and allow the Company 30 days following such notice to cure such action or obtain the NEO’s written consent to such action. The NEO’s termination of employment must occur within 180 days after the initial occurrence of the condition specified in such notice.

  76. Executive Severance Plan

    | Kinetik Holdings Inc. | 40 | 2026 Proxy Statement |

  77. Executive Severance Plan

    The first prong of the “Change in Control” definition above comprises the “Change of Control” definition under the 2019 Plan; however, given the fact that the 2019 Plan was inherited from Altus, the Compensation Committee felt it was appropriate to reevaluate the Change in Control definition under the Severance Plan. After reviewing analogous definitions commonly used in the industry, including those utilized by the Company’s peers, the Compensation Committee determined that it was appropriate to add the second and third prongs to the definition contained in the Severance Plan. The second and third prongs address different transaction structures that would arguably not be covered by the first prong, but that the Compensation Committee believes are intended to constitute a Change in Control given that all three prongs would result in the Company’s current shareholders owning less than fifty percent (50%) of the Company’s (or the applicable successor’s) securities after giving effect to the applicable transaction. The Compensation Committee reasoned that the additional level of detail would eliminate uncertainty and provide clarity in the context of a potential transaction. In addition, the vast majority of the Company’s peers utilize analogous definitions that contain all three prongs.

  78. Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards We do not currently grant stock options or stock appreciation rights (“SARs”) as part of our equity compensation programs, and therefore we do not maintain a formal policy regarding the timing of stock option or SAR awards. During 2025, while the Board did not grant any stock options or SARs, it did not time the disclosure of material nonpublic information to affect the value of other types of executive compensation awards granted to any service provider.

  79. Summary Compensation Table

    Summary Compensation Table The table below summarizes the compensation provided to our NEOs for services rendered to the Company and its subsidiaries during fiscal years 2025, 2024 and 2023 .

  80. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jamie Welch President and Chief Executive Officer | 2025 | 276,923 | 162,500 | 5,140,841 | 487,500 | 88,479 | 6,156,243 | | | 2024 | 720,000 | 475,200 | 4,866,103 | 1,108,800 | 73,501 | 7,243,604 | | | 2023 | 676,000 | 237,276 | 828,548 | 553,644 | 26,521 | 2,321,989 | | Matthew Wall Executive Vice President and Chief Operating Officer | 2025 | 353,365 | 81,047 | 1,610,355 | 243,141 | 17,500 | 2,305,408 | | | 2024 | 460,000 | 223,560 | 1,136,183 | 521,640 | 17,325 | 2,358,708 | | | 2023 | 416,000 | 131,414 | 828,548 | 306,634 | 16,575 | 1,699,171 | | Steven Stellato Executive Vice President, Chief Administrative Officer and Chief Accounting Officer | 2025 | 336,538 | 73,125 | 1,467,705 | 219,375 | 17,500 | 2,114,243 | | | 2024 | 445,000 | 216,270 | 1,190,325 | 504,630 | 17,325 | 2,373,550 | | | 2023 | 416,000 | 131,414 | 1,148,928 | 306,634 | 16,575 | 2,019,551 | | Trevor Howard(7) Senior Vice President and Chief Financial Officer | 2025 | 332,308 | 65,813 | 1,227,442 | 197,438 | 17,500 | 1,840,500 | | Lindsay Ellis(7)(8) General Counsel, Chief Compliance Officer and Corporate Secretary | 2025 | 298,615 | 51,188 | 713,267 | 153,563 | 17,500 | 1,234,132 | | R. Todd Carpenter(8) General Counsel and Chief Compliance Officer | 2025 | 83,077 | — | 2,215,590 | — | 1,131,113 | 3,429,780 | | | 2024 | 432,000 | 209,952 | 1,136,183 | 489,888 | 17,325 | 2,285,348 | | | 2023 | 416,000 | 131,414 | 1,148,928 | 306,634 | 16,575 | 2,019,551 | | Anne Psencik(9) Chief Strategy Officer | 2025 | 216,000 | — | 1,674,108 | — | 989,825 | 2,879,933 | | | 2024 | 432,000 | 209,952 | 1,136,183 | 489,888 | 17,325 | 2,285,348 | | | 2023 | 416,000 | 131,414 | 1,148,928 | 306,634 | 16,575 | 2,019,551 |

  81. Summary Compensation Table

    (1)The amounts in this column represent the cash portion of the base salary earned by each NEO during the fiscal year indicated. In May 2025, each NEO was able to elect to receive, in lieu of cash, a portion of their remaining base salary for the 2025 calendar year in RSUs, which vested in full on January 1, 2026. The number of RSUs granted to the NEOs equaled the amount of the forgone cash salary divided by the five-trading-day, volume-weighted average closing price of the Company’s Class A Common Stock, as reported by the NYSE for the period ending on May 8, 2025, reduced by a 3% discount. The number of underlying RSUs granted to each of Messrs. Welch, Wall, Stellato and Howard and Ms. Ellis are as follows: Mr. Welch, 13,175; Mr. Wall, 4,323; Mr. Stellato, 4,117; Mr. Howard, 2,964; Ms. Ellis, 2,766 and the grant date fair value of such RSUs are reflected in the “Stock Awards” column. For more information regarding the RSUs see the “Stock Awards“ column above and “— Grants of Plan-Based Awards for the 2025 Fiscal Year” below. (2)For 2025, the amounts reported for Mr. Carpenter and Ms. Psencik reflect base salary received for the periods January 1, 2025 to February 28, 2025, and January 1, 2025 to June 30, 2025, respectively. (3)The amounts in this column represent the qualitative component of the 2025 annual incentive awards. Each of Messrs. Welch, Wall, Stellato and Howard and Ms. Ellis elected to receive their 2025 annual incentive awards in the form of fully vested shares of Class A Common Stock rather than cash.

  82. Summary Compensation Table

    | Kinetik Holdings Inc. | 44 | 2026 Proxy Statement |

  83. Summary Compensation Table

    (4)The amounts in this column reflect the value of RSU awards and PSU awards made to our NEOs during the 2025 fiscal year, based on the aggregate grant date fair value determined in accordance with FASB ASC Topic 718. Such RSU and PSU awards were granted pursuant to the 2019 Plan. The grant date fair value of the PSU awards is based on the probable outcome of the performance conditions as of the date of grant, which was target. If the maximum amount, rather than the probable amount, were reported in the table with respect to the PSUs, the values associated with the PSUs would be as follows for each NEO: Mr. Welch, $3,267,128; Mr. Wall, $645,309; Mr. Stellato, $584,853; Mr. Howard, $338,821; Ms. Ellis, $183,556; and Ms. Psencik, $443,650. The amounts also include the value of the RSU awards the NEOs received in lieu of cash compensation. The discussion of the assumptions used in calculating the aggregate grant date fair value of the RSU awards can be found in Note 14 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Amounts in this column for Mr. Carpenter and Ms. Psencik also reflect the incremental fair value of the modifications to their RSUs and PSUs, determined in accordance with FASB ASC Topic 718, in connection with their retirements. (5)The amounts included in this column reflect the amount of the 2025 annual incentive awards earned by each of our NEOs based upon the Company’s achievement of objective performance metrics. Each of Messrs. Welch, Wall, Stellato and Howard and Ms. Psencik elected to receive their 2025 annual incentive awards in the form of fully vested shares of Class A Common Stock rather than cash. (6)Amounts reported in the “All Other Compensation” column for 2025 include $17,500 in non-elective contributions to each NEO’s 401(k) plan account. For Mr. Welch, amounts reported also include $52,529 of discriminatory healthcare premiums paid on Mr. Welch’s behalf by the Company and $18,450 in tax equalization payments. For Mr. Carpenter, amounts reported include $166,667 in consulting fees, $46,525 in accrued but unused paid time off and $900,423 in severance payments. For Ms. Psencik, amounts reported include $75,000 in consulting fees, $9,969 in accrued but unused paid time and $887,356 in severance payments. (7)Mr. Howard and Ms. Ellis became Named Executive Officers in fiscal year 2025 and therefore their compensation is not disclosed for fiscal years 2023 and 2024. (8)Mr. Carpenter retired from his position as General Counsel, Assistant Secretary, Chief Compliance Officer on February 28, 2025. He entered into a Consulting Agreement with the Company, effective as of March 1, 2025. In connection with Mr. Carpenter’s retirement, Ms. Ellis was appointed General Counsel, Chief Compliance Officer and Corporate Secretary in February 2025. Previously, she served as the Company’s Deputy General Counsel and Corporate Secretary. (9)Ms. Psencik retired from her position as Chief Strategy Officer on June 30, 2025. She entered into a Consulting Agreement with the Company, effective as of June 30, 2025.

  84. Grants of Plan-Based Awards for the 2025 Fiscal Year

    Grants of Plan-Based Awards for the 2025 Fiscal Year The following table includes information about awards granted to our NEOs during 2025.

  85. Grants of Plan-Based Awards for the 2025 Fiscal Year

    | Name | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | 03/07/2025 | 02/26/2025 | | | | 29,102 | 77,604 | 155,208 | | 3,267,128 | | Jamie Welch | 03/07/2025 | 02/26/2025 | | | | | | | 25,868 | 1,324,183 | | | 05/09/2025 | 05/07/2025 | | | | | | | 13,175 | 549,529 | | | 02/26/2025 | 02/26/2025 | 500,000 | 1,000,000 | 2,000,000 | | | | | | | | 03/07/2025 | 02/26/2025 | | | | 5,748 | 15,329 | 30,658 | | 645,351 | | Matthew Wall | 03/07/2025 | 02/26/2025 | | | | | | | 15,329 | 784,692 | | | 05/09/2025 | 05/07/2025 | | | | | | | 4,323 | 180,312 | | | 02/26/2025 | 02/26/2025 | 249,375 | 498,750 | 997,500 | | | | | |

  86. Grants of Plan-Based Awards for the 2025 Fiscal Year

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  87. Grants of Plan-Based Awards for the 2025 Fiscal Year

    | Name | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | 03/07/2025 | 02/26/2025 | | | | 5,210 | 13,892 | 27,784 | | 584,853 | | Steven Stellato | 03/07/2025 | 02/26/2025 | | | | | | | 13,892 | 711,131 | | | 05/09/2025 | 05/07/2025 | | | | | | | 4,117 | 171,720 | | | 02/26/2025 | 02/26/2025 | 225,000 | 450,000 | 900,000 | | | | | | | | 03/07/2025 | 02/26/2025 | | | | 3,018 | 8,047 | 16,094 | | 338,779 | | Trevor Howard | 03/07/2025 | 02/26/2025 | | | | | | | 14,945 | 765,035 | | | 05/09/2025 | 05/07/2025 | | | | | | | 2,964 | 123,628 | | | 02/26/2025 | 02/26/2025 | 202,500 | 405,000 | 810,000 | | | | | | | | 03/07/2025 | 02/26/2025 | | | | 1,635 | 4,359 | 8,718 | | 183,514 | | Lindsay Ellis | 03/07/2025 | 02/26/2025 | | | | | | | 8,095 | 414,383 | | | 05/09/2025 | 05/07/2025 | | | | | | | 2,766 | 115,370 | | | 02/26/2025 | 02/26/2025 | 157,500 | 315,000 | 630,000 | | | | | | | R. Todd Carpenter(5) | Modification | | | | | | | | | 2,215,590(6) | | | 03/07/2025 | 02/26/2025 | | | | 3,952 | 10,538 | 21,076 | | 443,650 | | Anne Psencik | 03/07/2025 | 02/26/2025 | | | | | | | 10,538 | 539,440 | | | 02/26/2025 | 02/26/2025 | 194,400 | 388,800 | 777,600 | | | | | | | | Modification | | | | | | | | | 691,018(6) |

  88. Grants of Plan-Based Awards for the 2025 Fiscal Year

    (1)Amounts in these columns represent the threshold, target, and maximum possible values for 2025 annual incentive awards for each NEO. The actual value of 2025 annual incentive awards paid to our NEOs can be found above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Ms. Psencik retired effective June 30, 2025, and did not receive any payment under her 2025 annual incentive award. (2)Amounts in these columns represent the threshold, target, and maximum payouts of the PSUs granted to our NEOs during the 2025 fiscal year. (3)Amounts in this column reflect the RSUs granted to our NEOs during the 2025 fiscal year, including the portion of applicable base salary the NEOs elected to receive in RSUs rather than cash . (4)The amounts set forth in this column represent the grant date fair value of PSUs and RSUs granted to our NEOs in 2025 computed in accordance with FASB ASC Topic 718. Please see Note 14 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for more information regarding assumptions underlying the value of the equity awards. (5)Mr. Carpenter retired from the Company on February 28, 2025, and did not receive any new awards during the 2025 fiscal year. (6)The amounts set forth in this column represent the incremental value of the modification of Mr. Carpenter and Ms. Psencik’s outstanding RSUs and PSUs in connection with their retirement and subsequent entry into their respective consulting agreements with the Company.

  89. Grants of Plan-Based Awards for the 2025 Fiscal Year

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  90. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below provides supplemental information relating to outstanding stock-based awards held by each NEO as of December 31, 2025. Mr. Welch holds Class A Shares and Class C Shares that he received as consideration for his outstanding BCP incentive units that were cancelled effective as of the closing of the Transactions.

  91. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | | 325,566(2) | 11,736,654 | | | | Jamie Welch | 2,319,646(3) | 83,623,238 | | | | | | | 395,416(4) | 14,254,747 | | | 26,195(5) | 944,330 | | | | | 32,282(6) | 1,163,766 | | | | | | | 63,388(7) | 2,285,137 | | | | | 12,795(8) | 461,261 | | | 25,868(9) | 932,541 | | | | | 13,175(10) | 474,959 | | | | | | | 29,102(11) | 1,049,109 | | | | | 4,553(12) | 164,140 | | | 26,195(5) | 944,330 | | | | Matthew Wall | 15,407(6) | 555,422 | | | | | | | 10,084(7) | 363,528 | | | | | 2,035(8) | 73,374 | | | 15,329(9) | 552,610 | | | | | 4,323(10) | 155,844 | | | | | | | 5,748(11) | 207,215 | | | | | 899(12) | 32,422 | | | 36,324(5) | 1,309,480 | | | | Steven Stellato | 16,141(6) | 581,883 | | | | | | | 10,565(7) | 380,868 | | | | | 2,132(8) | 76,864 | | | 13,892(9) | 500,807 | | | | | 4,117(10) | 148,418 | | | | | | | 5,210(11) | 187,821 | | | | | 815(12) | 29,383 |

  92. Outstanding Equity Awards at Fiscal Year-End

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  93. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | | 5,448(5) | 196,400 | | | | Trevor Howard | 11,445(6) | 412,592 | | | | | | | 4,034(7) | 145,426 | | | | | 814(8) | 29,348 | | | 14,945(9) | 538,767 | | | | | 2,964(10) | 106,852 | | | | | | | 3,018(11) | 108,799 | | | | | 472(12) | 17,020 | | | 5,448(5) | 196,400 | | | | Lindsay Ellis | 3,713(6) | 133,854 | | | | | | | 1,309(7) | 47,180 | | | | | 264(8) | 9,512 | | | 8,095(9) | 291,825 | | | | | 2,766(10) | 99,714 | | | | | | | 1,635(11) | 58,942 | | | | | 256(12) | 9,220 | | | 36,324(5) | 1,309,480 | | | | R. Todd Carpenter | 15,407(6) | 555,422 | | | | | | | 10,084(7) | 363,528 | | | | | 2,035(8) | 73,374 | | | 36,324(5) | 1,309,480 | | | | Anne Psencik | 15,407(6) | 555,422 | | | | | | | 6,051(7) | 218,139 | | | | | 2,035(8) | 73,374 | | | 10,538(9) | 379,895 | | | | | | | 3,952(11) | 142,470 | | | | | 618(12) | 22,289 |

  94. Outstanding Equity Awards at Fiscal Year-End

    (1)The amounts in this column reflect the market value of our Class A Common Stock underlying each NEO’s outstanding equity awards, computed based on the closing price of our Class A Common Stock on December 31, 2025 (the last trading day of 2025), which was $36.05 per share. Since the Class C Shares held by Mr. Welch, once vested, may be redeemed and cancelled in exchange for shares of our Class A Common Stock, the market value reported with respect to such Class C Shares is also computed based on the closing price of our Class A Common Stock on December 31, 2025 (the last trading day of 2025), which was $36.05 per share. (2)Reflects the number of Class C Shares received by Mr. Welch on February 25, 2022. Such shares vested in full on February 25, 2026. (3)Reflects the number of Class A Shares received by Mr. Welch on February 25, 2022. Such shares vested in full on February 25, 2026.

  95. Outstanding Equity Awards at Fiscal Year-End

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  96. Outstanding Equity Awards at Fiscal Year-End

    (4)Reflects the number of performance-based Class A Shares received by Mr. Welch on February 25, 2022. 50% of such shares vested after December 31, 2025. A pro rata amount of the remaining shares will vest upon each sale by ISQ that exceeds the MOIC threshold. Any shares that have not yet vested will vest in full upon the earlier of a “Change of Control” or a termination of employment (i) by the Company without “Cause,” (ii) due to his resignation for “Good Reason,” or (iii) due to the NEO’s death or “Disability” (each quoted term as defined below under the section titled Consideration Allocation Shares). The performance-based shares will either become earned or forfeited. There is no threshold, target or maximum value associated with such shares. (5)Reflects the number of RSUs granted to Messrs. Welch, Wall, Stellato, Howard and Carpenter and Mlles. Ellis and Psencik on March 10, 2023, under the 2019 Plan as consideration for services rendered to the Company. Such RSUs vested in full on January 1, 2026. (6)Reflects the number of RSUs granted to Messrs. Welch, Wall, Stellato, Howard and Carpenter and Mlles. Ellis and Psencik on March 7, 2024, under the 2019 Plan as consideration for services rendered to the Company. Such RSUs will vest in full on January 1, 2027, subject to continued service with the Company through such date as an employee, or, with regards to Mr. Carpenter and Ms. Psencik, as a consultant. (7)Reflects the number of PSUs granted to Messrs. Welch, Wall, Stellato, Howard and Carpenter and Mlles. Ellis and Psencik on March 7, 2024, under the 2019 Plan as consideration for services rendered to the Company. Such PSUs will vest on December 31, 2026, subject to continued service with the Company as an employee, or with regards to Mr. Carpenter and Ms. Psencik, as a consultant, through such date. The PSUs are reported at threshold level for the relative TSR performance metric and target level for the annualized TSR performance metric. (8)Reflects unvested dividend equivalents earned with respect to Messrs. Welch, Wall, Stellato, Howard, and Carpenter and Mlles. Ellis and Psencik’s outstanding PSU awards granted on March 7, 2024, which shall vest on December 31, 2026, subject to the vesting of the underlying PSU awards. (9)Reflects the number of RSUs granted to Messrs. Welch, Wall, Stellato and Howard and Mlles. Ellis and Psencik on March 7, 2025, under the 2019 Plan as consideration for services rendered to the Company. Such RSUs will vest in full on January 1, 2028, subject to continued service with the Company through such date as an employee, or, with regards to Ms. Psencik, as a consultant. (10)Reflects the number of RSUs granted to Messrs. Welch, Wall, Stellato, Wall and Howard and Ms. Ellis on May 9, 2025, under the 2019 Plan in lieu of a cash salary payment. Such RSUs vested in full on January 1, 2026. (11)Reflects the number of PSUs granted to Messrs. Welch, Wall, Stellato and Howard and Mlles. Ellis and Psencik on March 7, 2025, under the 2019 Plan as consideration for services rendered to the Company. Such PSUs will vest on December 31, 2027, subject to continued service with the Company through such date as an employee, or, with regards to Ms. Psencik, as a consultant. The PSUs are reported at threshold levels for the relative TSR and annualized TSR performance metrics. (12)Reflects unvested dividend equivalents earned with respect to Messrs. Welch, Wall, Stellato and Howard and Mlles. Ellis and Psencik’s outstanding PSU awards granted on March 7, 2025, which shall vest on December 31, 2027, subject to the vesting of the underlying PSU awards.

  97. Outstanding Equity Awards at Fiscal Year-End

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  98. Option Exercises and Stock Vested in the 2025 Fiscal Year

    Option Exercises and Stock Vested in the 2025 Fiscal Year The following table provides information, on an aggregate basis, about the NEOs’ equity awards that vested during the fiscal year ended December 31, 2025. None of our NEOs hold any stock option awards.

  99. Option Exercises and Stock Vested in the 2025 Fiscal Year

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jamie Welch | 4,349 | 176,873 | | Matthew Wall | 412,424 | 23,450,429 | | Steven Stellato | 234,134 | 13,312,859 | | Trevor Howard | 174,472 | 9,920,478 | | Lindsay Ellis | 116 | 5,735 | | R. Todd Carpenter | 180,251 | 10,235,531 | | Anne Psencik | 177,746 | 9,569,882 |

  100. Option Exercises and Stock Vested in the 2025 Fiscal Year

    (1)For Messrs. Wall, Stellato, Howard and Carpenter and Ms. Psencik, this column reflects the number of Class A Shares received by each such NEO on February 25, 2022, which vested on February 25, 2025. For Mr. Welch, this column reflects the number of Class A Shares pursuant to the dividend reinvestment rights on his Class A Shares and his March 10, 2023 grant of RSUs, March 7, 2024 grant of RSUs and March 7, 2025 grant of RSUs. For Mr. Carpenter and Ms. Ellis, this column reflects the number of Class A Shares pursuant to the dividend reinvestment rights on their Class A Shares. For Ms. Psencik, this column reflects the number of Class A Shares received in connection with her November 30, 2022 grant of RSUs, which vested in full on November 30, 2025. (2)The amounts reported in this column equal the number of shares of Class A Common Stock earned multiplied by the closing price of our Class A Common Stock on the applicable date earned, or, if the date on which such shares were earned was not a trading day, the last trading day immediately prior to such date.

  101. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We have not maintained, and do not currently maintain, a defined benefit pension plan or a nonqualified deferred compensation plan providing for retirement benefits.

  102. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control None of our NEOs is party to an employment agreement. However, each of our NEOs may be entitled to certain benefits upon a termination of employment under the terms of their respective equity award agreements, severance plan, and separation and consulting agreements, as applicable, which are described in further detail above in the section entitled “Compensation Discussion and Analysis - Severance and Change of Control Benefits for NEOs” and below under “2019 Plan Awards” and “Separation Payments.” The table below discloses the amount of compensation and/or other benefits due to certain NEOs in the event of their termination of employment, including, but not limited to, in connection with a Change of Control, assuming the termination or respective triggering event occurred on December 31, 2025.

  103. Director Compensation

    Director Compensation How Our Directors Are Compensated Our Non-Employee and Non-Affiliate Director Compensation Policy, effective as of June 30, 2022, as amended from time to time (the “Director Compensation Policy”), is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Company stock to further align their interests with those of its stockholders. No compensation is paid to employee directors or directors designated by Blackstone or I Squared. During fiscal year 2025, our non-employee director compensation consisted of the following pursuant to the Director Compensation Policy:

  104. Director Compensation

    | Type of Compensation | Value of Compensation ($)(1),(2) | | Annual Cash Retainer | 110,000 | | Lead Director Annual Cash Retainer | 30,000 | | Audit Committee Chair Annual Cash Retainer | 35,000 | | Compensation Committee Chair Annual Cash Retainer | 20,000 | | Governance and Sustainability Committee Chair Annual Cash Retainer | 15,000 | | Annual Equity Compensation(3) | 155,000 |

  105. Director Compensation

    (1)In May 2025, the Compensation Committee increased the annual equity compensation from $140,000 to 160,00 for our Lead Director and $140,000 to $155,00 for each other non-employee director, in order to better align the non-employee directors’ overall compensation with market practice and peers. (2) No compensation is paid to Messrs. Foley, Munfa, Kumar, or Welch or Ms. Putterman. (3)The Company grants to each non-employee director, on an annual basis, fully vested RSUs under the 2019 Plan. Newly elected non-employee directors generally receive an equity grant upon joining the Board having a value of approximately $155,000. The Lead Director receives an equity grant having a value of approximately $160,000. Non-employee directors also receive reimbursement for out-of-pocket expenses they incur in connection with attending meetings of our Board of Directors or its committees. Non-employee directors are permitted, at their election, to defer settlement of their annual equity compensation or payment of their cash retainers to a future date or event. Each director is indemnified for such director’s actions associated with being a director to the fullest extent permitted under Delaware law. Key Provisions of the 2025 Board Compensation Each non-employee director has historically received an annual cash retainer of $110,000, paid in equal quarterly installments of $27,500 in March, June, September and December, plus any applicable chairperson or lead director fees and an annual grant of RSUs. However, for the 2025 calendar year, the non-employee directors participated in a voluntary independent director compensation program approved by the Board on May 7, 2025. Under this program, each director had the option to elect to receive a portion of his or her cash compensation in the form of RSUs under the 2019 Plan. The number of underlying RSUs awarded to each director is equal to the amount of the forgone cash compensation, including the annual cash retainer and any appliable chairperson fees, utilizing the DRIP Formula based on the five trading days as reported by the NYSE for the period ending on May 19, 2025. The Director Special RSU Grant was made on May 19, 2025, and the underlying shares and the related dividend equivalents vested on January 1, 2026.

  106. Director Compensation

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  107. Director Compensation

    Stock Ownership Requirements To further align the interests of non-employee directors with those of stockholders, the Company has adopted stock ownership requirements under its Director Compensation Policy, requiring each non-employee director to own common stock of the Company with a value at least five times the director’s annual cash retainer. Share equivalents, including restricted stock units and deferred stock units, count towards this requirement. Non-employee directors must attain such ownership within five years of the date that the requirement was adopted. In February of 2024, the Director Compensation Policy was revised to require each non-employee director to retain, upon vesting or settlement of any equity award, any shares received, net of any shares tendered or withheld to satisfy tax withholding obligations, until the director satisfies the stock ownership requirement. To date, all non-employee directors, with the exception of Mr. Ordemann, who was appointed to serve as a director of the Board on April 3, 2024 (and who has until November 2028 to attain compliance), are in compliance with the Company’s stock ownership requirements.

  108. Director Compensation

    | Title | Required Ownership | | Non-Employee Director | 5x annual cash retainer ($110,000) |

  109. Director Compensation

    Change of Control If a non-employee director’s service is involuntarily terminated by the Company or an affiliate in connection with a Change in Control (as defined in the 2019 Plan), such non-employee director is entitled to receive an amount equal to the Annual Cash Retainer (including the Lead Director Annual Cash Retainer, as applicable) plus any applicable annual committee chair service retainer. 2025 Director Compensation Table The following table shows the annual retainer and fees earned by our directors for fiscal year 2025. The table also shows the aggregate grant date fair value of stock awards and other information concerning the compensation paid by us to our directors for the year ended December 31, 2025.

  110. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Deborah L. Byers | 36,250 | 275,409 | 311,659 | | D. Mark Leland | 27,000 | 246,236 | 273,236 | | Kevin S. McCarthy | 31,733 | 263,542 | 295,275 | | William Ordemann | 27,000 | 246,236 | 273,236 | | Laura A. Sugg | 67,775 | 255,990 | 323,765 |

  111. Director Compensation

    (1)The amounts in this column represent the cash portion of the retainers earned by each director during the 2025 fiscal year. In May 2025, each director was able to elect to receive, in lieu of cash, a portion of their remaining cash compensation for the 2025 calendar year in RSUs, which vested in full on January 1, 2026. The number of RSUs granted to the directors equaled the amount of the foregone cash compensation divided by the five-trading-day, volume-weighted average closing price of the Company’s Class A Common Stock, as reported by the NYSE for the period ending on May 9, 2025 and utilizing the DRIP Formula. The number of underlying RSUs granted to each of the directors are as follows: Ms. Byers, 2,739; Mr. Leland, 2,090; Mr. McCarthy, 2,475; Mr. Ordemann, 2,090; and Ms. Sugg, 2,197 and the grant date fair value of such RSUs are reflected in the “Stock Awards” column. (2) The amounts in this column reflect the grant date fair value, as computed in accordance with FASB ASC Topic 718, of RSUs granted on May 19, 2025, based on the per-share closing price of our Class A Common Stock on the date of grant. Ms. Byers elected to defer settlement of her award of 3,388 RSUs until a change of control of the Company. Mr. Leland elected to defer settlement of his award of 3,388 RSUs until the termination of his service relationship with the Company. Mr. McCarthy’s award of 3,388 RSUs vested upon grant. Mr. Ordemann elected to defer settlement of his award of 2,090 RSUs award until (i) the termination of his service relationship with the Company. Ms. Sugg elected to defer settlement of her award of 3,498 RSUs until the earliest to occur of either (i) the termination of her service relationship with the Company or (ii) a change of control of the Company. The amounts include the incremental values of the RSU awards received in lieu of cash compensation, which are as follows: Ms. Byers, $14,368; Mr. Leland, $10,946; Mr. McCarthy, $12,984; Mr. Ordemann, $10,946; and Ms. Sugg, $6,530.

  112. Director Compensation

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  113. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the four years in the period ended December 31, 2025, 2024, 2023, 2022, and 2021. The table below summarizes the compensation values reported in the Summary Compensation Table for our principal executive officers (“PEOs”) and average for our other non-PEO Named Executive Officers (“non-PEO NEOs”) as compared to the “compensation actually paid” (“CAP”), calculated pursuant to the applicable rules and the Company’s financial performance for the years ended December 31, 2025, 2024, 2023, 2022, and 2021.

  114. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO ($)(1) | Summary Compensation Table Total for Second PEO ($)(1) | Compensation Actually Paid to First PEO ($)(1),(2),(4) | Compensation Actually Paid to Second PEO ($)(1),(2),(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3),(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income including Non- Controlling interests (in thousands) ($) | Adjusted EBITDA, including Non- Controlling interests (in thousands) ($) | | | | | | | | | TSR ($)(5) | Peer Group TSR ($)(5) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 6,156,243 | N/A | (58,228,810) | N/A | 2,300,666 | 299,263 | 206 | 347 | 525,928 | 987,704 | | 2024 | 7,243,604 | N/A | 95,197,207 | N/A | 2,325,738 | 12,002,562 | 303 | 337 | 244,233 | 971,118 | | 2023 | 2,321,989 | N/A | 12,041,430 | N/A | 1,939,456 | 3,318,227 | 165 | 224 | 386,452 | 838,830 | | 2022 | 343,606 | 1,184,860 | 706,646 | 110,279,592 | 773,671 | 7,750,920 | 164 | 188 | 250,721 | 772,189 | | 2021 | 2,476,399 | N/A | 4,346,136 | N/A | 977,732 | 1,696,415 | 143 | 145 | 99,221 | 283,802 |

  115. Pay Versus Performance

    (1)The PEO and the non-PEO NEOs for each year are as follows: (a)2025: PEO - Jamie Welch; non-PEO NEOs - Matthew Wall, Steven Stellato, R. Todd Carpenter, Anne Psencik, Lindsay Ellis, and Trevor Howard. (b)2024: PEO - Jamie Welch; non-PEO NEOs - Matthew Wall, Steven Stellato, R. Todd Carpenter, and Anne Psencik. (c)2023: PEO – Jamie Welch; non-PEO NEOs – Matthew Wall, Steven Stellato, R. Todd Carpenter, and Anne Psencik. In 2023, Jamie Welch became our sole PEO and, therefore, is included in the “First PEO” columns for 2023 and 2024. (d)2022: PEO – Clay Bretches (First PEO) and Jamie Welch (Second PEO); non-PEO NEOs – Matthew Wall, Steven Stellato, R. Todd Carpenter, Anne Psencik, and Ben C. Rodgers. (e)2021: PEO – Clay Bretches; non-PEO NEOs – Ben C. Rodgers and Stephen P. Noe. (2)The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate CAP in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) for Mr. Bretches for each of 2022 and 2021 and Mr. Welch for each of 2025, 2024, 2023 and 2022. As neither Mr. Bretches nor Mr. Welch participated in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. The following table provides a tabular reconciliation between the totals presented in the Summary Compensation Table and the total CAP to Mr. Bretches for 2022 and 2021 and to Mr. Welch for 2025, 2024, 2023 and 2022.

  116. Pay Versus Performance

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  117. Pay Versus Performance

    | | 2025 ($)(a) | 2024 ($)(a) | 2023 ($)(a) | 2022 ($)(a) | 2022 ($)(b) | 2021 ($)(b) | | PEO SUMMARY COMPENSATION TABLE TOTALS | 6,156,243 | 7,243,604 | 2,231,989 | 1,184,860 | 343,606 | 2,476,399 | | Deduct the fair value reported in the Summary Compensation Table of equity awards granted during the year | (5,140,841) | (4,866,103) | (828,548) | — | (212,028) | (1,507,456) | | Add (Subtract): | | | | | | | | Fair value as of the end of the year of equity awards granted during the year that are outstanding and unvested as of the end of the year | 2,173,064 | 10,942,702 | 874,913 | 100,583,974 | 333,494 | 2,676,599 | | Change in fair value as of the end of the year (from the end of the prior year) of equity awards granted during any prior year that are outstanding and unvested as of the end of the year | (70,622,787) | 71,487,644 | 973,001 | — | 209,535 | 562,300 | | Fair value as of the vesting date of equity awards granted and vested during the year | 690,502 | 1,721,576 | 705,500 | — | — | — | | Change in fair value as of the vesting date (from the end of the prior year) of equity awards granted in prior years that vested during the year | | — | — | — | 18,432 | 49,668 | | Fair value as of the end of the prior year of equity awards granted in prior years that were forfeited during the year | | — | — | — | — | — | | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | 8,515,009 | 8,667,784 | 7,994,575 | 8,510,757 | 13,607 | 88,626 | | Total Equity Award Related Adjustments | (59,244,212) | 92,819,706 | 10,547,989 | 109,094,731 | 575,068 | 3,377,193 | | COMPENSATION ACTUALLY PAID TOTALS | (58,228,810) | 95,197,207 | 11,951,430 | 110,279,591 | 706,646 | 4,346,136 |

  118. Pay Versus Performance

    (a)Represents PEO compensation for Mr. Welch. (b)Represents PEO compensation for Mr. Bretches. (3)The Company deducted from and added to the average Summary Compensation Table total compensation the following amounts to calculate the average CAP in accordance with Item 402(v) of Regulation S-K as disclosed in column (e) for the non-PEO NEOs in each respective year. As the Company’s non-PEO NEOs did not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. The following table provides a tabular reconciliation between the average of totals presented in the Summary Compensation Table and the average total CAP to the non-PEO NEOs for 2025, 2024, 2023, 2022, and 2021.

  119. Pay Versus Performance

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  120. Pay Versus Performance

    | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | NON-PEO NEOs AVERAGE SUMMARY COMPENSATION TABLE TOTALS | 2,300,666 | 2,325,738 | 1,939,456 | 773,671 | 977,732 | | Deduct the average fair value reported in the Summary Compensation Table of equity awards granted during the year | (1,484,744) | (1,149,718) | (1,068,833) | (183,333) | (455,701) | | Add (Subtract): | | | | | | | Average fair value as of the end of the year of equity awards granted during the year that are outstanding and unvested as of the end of the year | 548,223 | 2,350,969 | 1,128,644 | 6,670,004 | 886,742 | | Change in average fair value as of the end of the year (from the end of the prior year) of equity awards granted during any prior year that are outstanding and unvested as of the end of the year | (1,570,303) | 6,635,337 | 80,277 | 20,267 | 194,623 | | Average fair value as of the vesting date of equity awards granted and vested during the year | 275,522 | 861,720 | 410,058 | — | — | | Change in average fair value as of the vesting date (from the end of the prior year) of equity awards granted in prior years that vested during the year | (60,011) | — | — | 1,340 | 47,853 | | Average fair value as of the end of the prior year of equity awards granted in prior years that were forfeited during the year | | — | — | — | — | | Average value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | 289,911 | 978,515 | 828,625 | 468,971 | 45,166 | | Total Average Equity Award Related Adjustments | (516,658) | 10,826,542 | 2,447,604 | 7,160,582 | 1,174,384 | | AVERAGE COMPENSATION ACTUALLY PAID TOTALS | 299,263 | 12,002,562 | 3,318,227 | 7,750,920 | 1,696,415 |

  121. Pay Versus Performance

    (4)There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating CAP from the assumptions used to compute the valuation of such equity awards as of the grant date. (5)The values disclosed in (i) the TSR column represent the measurement period value of an investment of $100 in our Class A Common Stock and (ii) the Peer Group TSR column represent the measurement period value of an investment of $100 in our peer group. The peer group for purposes of the Pay versus Performance table is the Alerian US Midstream Energy Index, which is the same peer group we used in our Annual Report on Form 10-K for the year ended December 31, 2025.

  122. Narrative to Pay Versus Performance Table

    Narrative to Pay Versus Performance Table As discussed in greater detail in the Compensation Discussion and Analysis above, the Compensation Committee considers many factors when making decisions concerning the compensation of our NEOs. TSR, Net Income and Adjusted EBITDA are examples of indicators of the Company’s overall financial performance, which may directly or indirectly impact the Company’s compensation decisions as well as CAP. However, as calculated under SEC rules, CAP reflects adjusted values to unvested and vested equity awards, GAAP valuation assumptions and projected performance modifiers but does not reflect actual amounts realized by our NEOs for those awards. In fiscal year 2025, the Compensation Committee also made compensation decisions to align our PEO and non-PEO NEOs’ compensation more closely with market practices. Since Kinetik was formed as a result of the Transactions, which closed on February 22, 2022, and our NEOs, were appointed in connection with the closing of the Transactions, we believe it is difficult to link CAP to our NEOs to our financial performance over the time period from 2021 to 2023 as presented in the Pay Versus Performance table. Nevertheless, from 2021 to 2022, our TSR, the TSR of our peer group, and CAP to our PEO(s) and the average CAP to our non-PEO NEOs all increased. In 2022, CAP to our NEOs outpaced the increase in our TSR primarily due to differences in NEO composition and executive compensation practices and disclosures related to the compensation strategy at BCP, a private equity-backed company that

  123. Narrative to Pay Versus Performance Table

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  124. Narrative to Pay Versus Performance Table

    employed and compensated our NEOs prior to the Transactions. In addition, prior to the Transactions, Altus did not directly employ or compensate any of its executive officers, and the CAP amounts for Messrs. Bretches, Rodgers and Noe, as applicable, reflect the applicable allocation percentage applied to each applicable NEO’s compensation from Apache for the years 2022 and 2021 (which allocation percentage was designed to reflect the amount of time that such NEOs devoted to the business of Altus relative to the total time that such NEOs devoted to the businesses of Apache and its affiliates as a whole for the applicable year and hence reflect the portion of compensation paid by Apache for the applicable year that was allocable to services performed by such NEOs for Altus). Further, pre-Transactions, BCP awarded the NEOs, particularly Mr. Welch, with a significant amount of equity awards as is typical for private equity-backed companies to help align the executives’ interests with BCP’s long-term goals, which equity awards were exchanged for replacement equity awards by Kinetik in connection with the Transactions. However, we believe the fact that a significant portion of the compensation for our NEOs during 2022 was comprised of equity awards, including performance-based awards, continues to align their interests with those of Kinetik and its stockholders. For more information regarding the Transaction-related equity awards, please see “Equity Awards—Consideration Allocation Shares” above. From 2023 to 2024, our TSR, the TSR of our peer group, and the CAP to our PEO and the average CAP to our non-PEO NEOs all increased. From 2024 to 2025, the TSR of our peer group increased, while our TSR, the CAP to our PEO and the average CAP to our non-PEO NEOs decreased. Long-term equity incentives represent a vast majority of our NEOs total target compensation and our stock price performance, measured by TSR, is the key driver of Compensation Actually Paid. We also use relative TSR metrics as a performance metric for our PSU awards. This shows how CAP to our NEOs and TSR are tightly linked. Importantly, while CAP to our NEOs declined in 2025 due to the decrease in the fair value of unvested equity awards, our underlying operational performance remained strong, as evidenced by continued growth in Adjusted EBITDA (as further described below). The corresponding decline in our TSR and CAP to our NEOs for 2025 demonstrates that our compensation program is working as intended, as when stock price declines, our NEOs’ realized compensation declines accordingly, aligning the interests of our NEOs with those of our stockholders. While it looks as if the CAP to our NEOs was reduced in 2023 as compared to 2022, we believe that such numbers are inaccurate representations of our compensation program due to the Transaction-related equity awards granted in 2022 and described above. Specifically, with respect to fiscal year 2023, the CAP to our PEO and non-PEO NEOs, as compared to the Summary Compensation Table totals for our PEO and non-PEO NEOs, is aligned with the increase in our TSR and the TSR of our peer group due primarily to the use of equity incentives, which are tied directly to stock price, as well as our annual incentive program, which is tied to our financial performance. In addition, the substantial improvement in our Net Income between 2021 and 2022 is directionally aligned with the increase in CAP over the same period. Net income again increased between 2022 and 2023. While, as noted above, it looks as if our CAP was reduced in 2023 as compared to 2022, we believe that such numbers are inaccurate representations of our compensation program due to the Transaction-related equity awards granted in 2022 and described above. Specifically, with respect to fiscal year 2023, the CAP to our PEO and non-PEO NEOs, as compared to the Summary Compensation Table totals for our PEO and non-PEO NEOs, is aligned with the increase in net income due primarily to the use of equity incentives, which are tied directly to stock price, as well as our annual incentive program, which is tied to our financial performance. From 2023 to 2024, our Net Income decreased by approximately 37% whereas the CAP to our PEO and non-PEO NEOs both increased. The increase in the CAP paid to our PEO and non-PEO NEOs is in part due to the issuance of new long-term equity incentive awards granted to our NEOs that are tied to the Company’s performance, which may or may not become earned by our NEOs. These new awards were granted to align our PEO and non-PEO NEOs compensation with market levels and to enhance the tie between our NEOs’ levels of compensation and the Company’s performance. It is important to note that the increase in CAP paid to our NEOs also reflects a nearly 70% increase in the value of our common stock measured from fiscal year end 2023 to fiscal year end 2024, from $33.40 to $56.71. From 2024 to 2025, Net Income more than doubled whereas CAP to our PEO and non-PEO NEOs both decreased. As previously discussed, CAP is heavily influenced by stock price movements on unvested equity awards, and while CAP may not always move directionally with Net Income, the substantial increase in Net Income reflects the Company’s strong operational performance during 2025 despite stock price changes.

  125. Narrative to Pay Versus Performance Table

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  126. Narrative to Pay Versus Performance Table

    Further, there was a disproportionate pay increase in CAP to our NEOs in relation to the increase in EBITDA between 2021 and 2022. While Adjusted EBITDA is a metric in our annual incentive plan and, therefore, impacts executive compensation, there are several other factors that impact CAP, including the increase in our stock price as well as the impact of the Transactions on our executive compensation structure. Adjusted EBITDA again increased between 2022 and 2023. While, as noted above, it looks as if our CAP was reduced in 2023 as compared to 2022, we believe that such numbers are inaccurate representations of our compensation program due to the Transaction-related equity awards granted in 2022 and described above. Specifically, with respect to fiscal years 2023 and 2024, the CAP to our PEO and non-PEO NEOs, as compared to the Summary Compensation Table totals for our PEO and non-PEO NEOs, is aligned with the increase in Adjusted EBITDA due primarily to the use of equity incentives, which are tied directly to stock price, as well as our annual incentive program, which is tied to our financial performance. Specifically, Adjusted EBITDA increased by 15.77% from 2023 to 2024, largely as a result of our acquisition of Durango, record natural gas processed volume growth, our increased equity interest in EPIC, and a full-year benefit from the in-service of the Permian Highway Pipeline expansion and Delaware Link pipeline. Adjusted EBITDA increased again from 2024 to 2025, growing from $971 million to $988 million. Notably, our Adjusted EBITDA has increased every year reflected in the Pay Versus Performance table above, which reflects strong Company performance over the time period covered by the table. This strong financial performance is a testament to the strategic leadership, operational excellence and performance of our Company and, specifically, our NEOs.

  127. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (other than our CEO, as defined below) and the annual total compensation of Jamie Welch, our President and Chief Executive Officer (our “CEO”). For the 2025 fiscal year, our last completed fiscal year: •The annual total compensation of the median employee of all employees of our company (other than the CEO) was $156,492; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $6,156,243. •Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than the CEO) was reasonably estimated to be 39 to 1.

  128. CEO Pay Ratio

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  129. CEO Pay Ratio

    To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: •We determined that, as of December 31, 2025, our employee population consisted of 518 individuals with all these individuals located in the United States. This population consisted of full-time and part-time employees. We do not have any temporary or seasonal workers. •We selected December 31, 2025 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner and allowed for the most complete picture of employee compensation in 2025. •We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages and cash bonuses reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2025. For any employees who were granted Special RSUs in 2025, the value of the foregone salary taken in Special RSUs was added to the amount of salary and cash bonuses reflected on such Form W-2s for 2025. Equity awards, with the exception of the Special RSUs, were excluded from the methodology because, while equity awards are widely distributed amongst our employee population, they are unlikely to change the median employee given the Company’s wide granting practices. •We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all our employees, including our CEO, are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee. •After we identified our median employee, we combined all the elements of such employee’s compensation for the 2025 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $156,492. •With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.