KNTK 10-K & 10-Q changes, risk factors and insider trading

•political and economic conditions and events in foreign oil, natural gas and NGL producing countries, including embargoes, disrupted global supply chains, continued hostilities in the Middle East and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on RussiaRussia, and recent events in Venezuela;

•potential tarifftariffs to be imposed by the Trump Administration and reciprocal tariffs by foreign governments on crude oil, natural gas and NGLs and other imported supplies and equipment.

Part of the Company’s business strategy includes acquiring additional businesses and assets and/or divesting certain assets or portions of our business. We cannot provide any assurance that we will be able to find complementary acquisition targets or complete such acquisitions or achieve the desired results from any acquisitions we do complete. Any acquired businesses or assets will be subject to many of the same risks as our existing businesses and may not achieve the levels of performance that we anticipate. We may evaluate potential divestiture opportunities with respect to portions of our business from time to time that support our growth initiatives and may determine to proceed with a divestiture opportunity if and when we believe such opportunity is consistent with our business strategy.

The Company has ownership interests in several joint ventures, including the PHP,PHP and Breviloba and EPIC joint ventures,ventures (together, the “EMI Pipelines”), which were accounted for using the equity interest method, and it may enter into other joint venture arrangements in the future. While the Company owns equity interests and has certain voting rights with respect to its joint ventures and can exercise significant influence over the operating and financial policies of the entity, it does not act as operator of or control the joint ventures, each of which is operated by another joint venture partner. It may therefore be difficult or impossible for the Company to cause the joint venture to take actions that the Company believes would be in its or the relevant joint venture’s best interests. Moreover, joint venture arrangements involve various risks and uncertainties, such as committing the Company to fund operating and/or capital expenditures, the timing and amount of which the Company may not control, and which could materially and adversely affect its cash flows.

The operations of the third parties on whom the Company relies on to provide downstream transportation and delivery options from its processing system are subject to complex and stringent laws and regulations that require obtaining and maintaining numerous permits, approvals and certifications from various federal, state and local government authorities. These third parties may incur substantial costs in order to comply with existing laws and regulations. If existing laws and regulations governing such third-party services are revised or reinterpreted, or if new laws and regulations become applicable to their operations, these changes may affect the costs that the Company pays for services. Similarly, a failure to comply with such laws and regulations by the third parties could materially and adversely affect the Company’s business, results of operations, and financial condition.

The use of derivative financial instruments could result in material financial losses byfor us.the Company.

The Company’s construction of new midstream assets may not be completed on schedule, at the budgeted cost or at all, may not operate as designed or at the expected levels, may not result in revenue increases and may be subject to new or additional regulatory, environmental, political, contractual, legal and economic risks, all of which could materially and adversely affect its cash flows, results of operations and financial condition.

The construction of new energy infrastructure is inherently subject to the risks of cost overruns, including due to inflation or the imposition of tariffs on foreign-made materials and goods (including steel and steel pipes), and delays. If we undertake these projects, we may not be able to complete them on schedule, at the budgeted cost or at all, or they may not operate as designed or at the expected levels. Moreover, the Company’s revenues may not increase immediately (or at all) upon the expenditure of funds on a particular project. For instance, if the Company builds additional gathering assets, the construction may occur over an extended period of time and it may not receive any material increases in revenues until the project is completed or at all. The Company may construct facilities to capture anticipated future production growth from its customers in an area where such growth does not materialize. As a result, new midstream assets may not be able to attract enough throughput to achieve their expected investment return, which could materially and adversely affect the Company’s business, financial condition, results of operations and cash flows.

Environmental and Regulatory RiskRisks Related to the Company

We are subject to various complex and evolving U.S. federal, state and local tax laws. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect. Any significant variance in our interpretation of current tax laws or a successful challenge of one or more of our tax positions by the IRSInternal Revenue Service or other tax authorities could increase our future tax liabilities and adversely affect our operating results and cash flows.

Natural gas and crude oil gathering may receive greater regulatory scrutiny at the federal and state level. Therefore, the Company’s natural gas and crude oil gathering operations could be adversely affected should they become subject to the application of federal or state regulation of rates and services. The Company’s gathering operations could also be subject to safety and operational regulations relating to the design, construction, testing, operation, replacement and maintenance of gathering facilities. Intrastate transportation of NGLs and crude oil may also receive greater regulatory scrutiny at the federal and state level. The Company’s intrastate NGL transportation services are subject to the TRRC regulations and must be provided in a manner that is just, reasonable and non-discriminatory. Such operations could be subject to additional regulation if the NGLs and crude oil are transported in interstate or through foreign commerce, whether by the Company’s pipelines or other means of transportation. The Company cannot predict what effect, if any, such changes might have on its operations, but it could be required to incur additional capital expenditures and increased operating costs depending on future legislative and regulatory changes.

The Company’s midstream and intrastate transportation and storage services that are regulated are generally subject to rate regulation and the regulation of the terms and conditions of service. If we do not comply with thisthese regulation,regulations, we may be subject to claims for refunds of amounts charged, the modification, cancellation or suspension of a permit or other authorization, civil penalties and other relief. Additional rules and legislation pertaining to these matters are considered or adopted from time to time. The Company cannot predict what effect, if any, such changes might have on its operations, but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.

Hydraulic fracturing is typically regulated by state oil and gas commissions and similar agencies. Some states and local governments, including those in which the Company operates, have adopted, and other states are considering adopting,adopting regulations that could impose more stringent disclosure or well construction requirements on hydraulic fracturing operations. In addition, several states and local governments have banned or significantly restricted hydraulic fracturing and, over the past several years, federal agencies such as the U.S. Environmental Protection Agency (“EPA”) have sought to assert jurisdiction over the process. While the EPA has previously sought to relax environmental regulation and reduce enforcement efforts, including with respect to energy developed from unconventional sources, environmental groups and states have filed lawsuits challenging the EPA’s recent actions. The Company cannot predict the results of these or future lawsuits, or how such lawsuits will affect the regulation of hydraulic fracturing operations. Certain environmental groups have also suggested that additional laws at the federal, state and local levels of government may be needed to more closely and uniformly regulate the hydraulic fracturing process. The Company cannot predict whether any such legislation will be enacted and if so, what its provisions will be. Governmental actions such as these could impact the oil and gas industry and the Company’s future potential growth in such areas. Additional levels of regulation and permits required through the adoption of new laws and regulations at the federal, state or local level could lead to delays, increased operating costs and process prohibitions that could reduce the volumes of crude oil and natural gas that move through the Company’s gathering systems and decrease demand for its water services, which in turn could materially and adversely impact its revenues.

The adoption and implementation of any federal, regional or state legislation, executive actions, regulations or other regulatory and policy initiatives that impose more stringent standards for GHG emissions, restrict the areas in which the oil and gas industry may produce crude oil and natural gas or generate GHG emissions, increase scrutiny of environmental permitting or delay such permitting reviews, or require enhanced disclosure of such GHG emission and other climate-related information, could result in reduced demand for crude oil and natural gas, and thus our services, as well as increase our compliance costs. Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions and climate change could impact our business, any such future laws and regulations could have a material adverse effect on our business, demand for our services, financial condition, results of operations and cash flows.

In addition, it should be noted that there are increasing risks to the Company’s operations resulting from the potential physical impacts of climate change, such as drought, wildfires, damage to infrastructure and resources from flooding, storms and other natural disasters, chronic shifts in temperature and precipitation patterns and other physical disruptions. One or more of these developments could materially and adversely affect the Company’s business, financial condition and results of operation.operations.

IncreasingIncreased attention to sustainability-related matters and conservation measures may adversely impact the Company’s business.

IncreasingIncreased attention to climate change, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary sustainability disclosures and consumer demand for alternative forms of energy may result in increased costs, reduced demand for the Company’s products, reduced profits, increased investigations and litigation and negative impacts on the Company’s access to capital markets. IncreasingIncreased attention to climate change and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against the Company or its customers. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to the Company’s causation of or contribution to the asserted damage, or to other mitigating factors. While the Company may participate in various voluntary frameworks and certification programs to improve the sustainability profile of its operations and services, the Company cannot guarantee that such participation or certification will have the intended results on its sustainability profile.

While the Company may create and publish voluntary disclosures regarding goals, sustainability targets and other sustainability-related matters from time to time, many of the statements will be aspirational, based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith, and there is no guarantee that these goals or targets will be met within anticipated timelines. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single, uniformed approach to identifying, measuring, and reporting on many sustainability-related matters. The standards for tracking and reporting on sustainability-related matters are continuously evolving. Our choice of disclosure frameworks, designed to align with various voluntary reporting standards, may change from time to time, potentially resulting in a lack of comparative data from period to period. Furthermore, our interpretation of reporting standards may differ from that of others. In addition, failure or a perception of failure (whether or not valid) to pursue or implement sustainability strategies or achieve (or make progress against) sustainability goals or commitments could result in private litigation and damage to our reputation.

In addition, sustainability efforts related to employment practices and social initiatives are the subject of scrutiny by stakeholders, regulators and other third parties.parties, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve. There is also risk of criticism or litigation from certain “anti-ESG” stakeholders, including various governmental agencies, related to our sustainability and social responsibility initiatives. In light of the sustainability-linked features governing certain of our debt agreements, among other factors, we cannot be certain of the impact of such regulatory, legal and other developments on our business. Further, recent executive orders by the Trump Administration have indicated that the U.S. government intends to encourage the private sector to terminate previously adopted diversity, equity and inclusion ("DEI") initiatives. In light of the sustainability-linked features governing certain of our indebtedness, among other factors, we cannot be certain of the impact of such orders on our business.

The Company has granted a number of its stockholders, including Blackstone and I Squared Capital,Blackstone, registration rights with respect to their shares of Class A Common Stock, including shares of Class A Common Stock issuable upon redemption of Common Units. In addition, under Rule 144 under the Securities Act, a person who has satisfied a minimum holding period of between six months and one year and any other applicable requirements of Rule 144, may thereafter sell such shares in transactions exempt from registration. A significant number of our currently issued and outstanding shares of Class A Common Stock held by existing stockholders, including officers and directors and other principal stockholders are currently eligible for resale pursuant to and in accordance with the provisions of Rule 144. The potential future sale of our shares by our existing stockholders, pursuant to and in accordance with the provisions of Rule 144, may have a depressive effect on the price of our shares of Class A Common Stock in the applicable trading marketplace.

The Company’s ability to return capital to stockholders through dividends and stock repurchases principally depends upon the amount of cash it generates from its operations, which will fluctuate from quarter to quarter based on, among other things, income from the PipelineEMI Transportation JVs,Pipelines, which are accounted for using equity method, the volumes of natural gas and NGLs it gathers and processes, commodity prices, and other factors impacting the Company’s financial condition, some of which are beyond its control. In addition, under Delaware law, dividends on the Company’s capital stock may only be paid from “surplus,” which is the amount by which the fair value of the Company’s total assets exceeds the sum of its total liabilities, including contingent liabilities, and the amount of its capital; if there is no surplus, cash dividends on capital stock may only be paid from the Company’s net profits for the then-current and/or the preceding fiscal year.

The Company’s charter designates the “Court of Chancery” as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers, employees or agents.

The price of the Company’s securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the Company’s control, and such fluctuations could contribute to the loss of all or part of a stockholder’s investment. Fluctuations or changes in the Company’s quarterly financial results, changes in or failure to meet market or financial analysts’ expectations about the Company, changes in laws and regulations, commencementcommencement, ofsettlement or involvementjudgment ininvolving litigation, changes in the Company’s capital structure and general economic and political conditions could materially and adversely affect a stockholder’s investment in the Company’s securities, and its securities may trade at prices significantly below the price paid for them. In such circumstances, the trading price of the Company’s securities may not recover and may experience a further decline.

Our stock repurchase program does not have an expiration date and we are not obligated to repurchase a specified number or dollar value of shares. Further, our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time. However, we do not expect to significantly increase the amount of stock repurchases until our gross debt is reduced below certain thresholds. Although the Company repurchased Class A Common Stock during 20232025 and will continue to repurchase Class A Common Stock in accordance with the stock repurchase program, such program may not enhance long-term stockholder value. Furthermore, the IRA provides for the imposition of a 1% non-deductible U.S. federal excise tax (the “Stock Buyback Tax”) onwill certainapply to repurchases of stock bymade publicly traded U.S. corporations such as us after December 31, 2022. Accordingly, the Stock Buyback Tax will apply tounder our stock repurchase program,program. provided, thatHowever, the amount of stock repurchases in the relevant taxable year subject to the Stock Buyback Tax is reduced by the fair market value of any stock issued by us during such taxable year, including the fair market value of any stock issued or provided to our employees or specified affiliates.

Although inflation has moderated in 20242025, with an annual average consumer price index (“CPI”) of 2.9%2.6% compared to that of 4.1%2.9% in 2023,2024, the FOMC is attentive to its dual mandate and seeks to achieve maximum employment and inflation at the rate hasof risen2.0% slightly duringover the fourthlonger quarter in 2024. In addition, potential policy shifts in tariff, immigration, and fiscal policy with the Trump Administration might cause additional inflationary pressures to the economy.run. Moderated inflation has led to multiple interest ratesrate cutcuts by the U.S. Federal Reserve starting in SeptemberOctober 20242025; however, the slight rise in inflation during fourth quarter of 2024, consumer perception of potential tariffs to be imposed on imports and potential policy shifts by the Trump Administration continue to cast uncertainty to monetary policy. The U.S Federal ReserveFOMC decided to hold interest rates steady at 3.50% - 3.75% during its January 20252026 Federal Open Market Committee (“FOMC”) meeting and gave little indication of what will come next for interest rates. Inflation pressure has resulted in and may result in additional increases to the costs of the Company’s services and personnel, which in turn cause the Company’s capital expenditures and operating costs to rise and impact the Company’s financial and operating results adversely.

Kinetik operates in both urban areas and remote areas. The Company’s operations are therefore subject to disruption from natural or human causes beyond its control, including risks from hurricanes, severe storms, floods, heat waves, other forms of severe weather, wildfires, sea level rise, ambient temperature increases, war or other military conflicts such as the ongoing conflicts in Ukraine, Israel and the Gaza Strip, recent events in Venezuela, accidents, civil unrest, global political events, fires, earthquakes, and epidemic or pandemic diseases such as the COVID-19 pandemic, some of which may be impacted by climate change and any of which could result in suspension of operations or harm to people or the natural environment.

In preparing the Company’s periodic reports under the Exchange Act, including its financial statements, Kinetik’s management is required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include revenue recognition, impairments to property, plant and equipment, accruals for estimated liabilities, including litigation reserves. Changes in estimates or assumptions or the information underlying the assumptions, such as changes in the Company’s business plans, general market conditions, litigation settlement or outcomes or changes in the Company’s outlook on commodity prices, could materially affect reported amounts of assets, liabilities or expenses.

Unless otherwise noted or the context requires otherwise, references herein to Kinetik Holdings Inc., “the Company”, “us”, “our”, “we” or similar terms, with respect to time periods prior to February 22, 2022, include BCP and its consolidated subsidiaries and do not include ALTM and its consolidated subsidiaries, while references herein to Kinetik Holdings Inc.,“the Company”, “us”, “our”, “we” or similar terms, with respect to time periods from and after February 22, 2022, include ALTM and its consolidated subsidiaries.

We are an integrated midstream energy company in the Permian Basin providing comprehensive gathering, transportation, compression, processing and treating services. Our core capabilities include a variety of service offerings including natural gas gathering, transportation, compression, treating and processing; NGLs stabilization and transportation; produced water gathering and disposal; and crude oil gathering, stabilization, storage and transportation. The Company’s corporate office is located in Houston, Texas and ourOur operations are strategically located in the heart of the Delaware Basin.

We have two reportable segments whichwith arerevenue strategicstreams business units withfrom various products and services. The Midstream Logistics segment operates under three servicerevenue offerings,streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. The Pipeline Transportation segment consists of threetwo EMI pipelinesPipelines originating in the Permian Basin with various access points to the U.S. Gulf Coast,Coast and Mexico markets, as well as Kinetik NGL Pipelines and Delaware Link Pipeline.Pipelines. The pipelines transport crude oil, natural gas and NGLs within the Permian Basin and to the U.S. Gulf Coast.

Gas Gathering and Processing. The Midstream Logistics segment provides gas gathering and processing services with over 3,9004,200 miles of low and high-pressure steel pipeline located throughout the Delaware Basin, including over 2,300 miles of gas pipeline acquired through the Durango Acquisition, and over 570,000825,000 horsepower of compression capacity. An additional 214 miles of gathering pipeline was added to our system through the Permian Resources Midstream Acquisition closed during January 2025. Gas processing assets are centralized at seveneight processing complexes with system-wide front-end amine treating capability, 6.5 MMcf/d AGI capacity and total cryogenic processing capacity of approximately 2.2 Bcf/d as of today and over 2.4 BCFBcf/d. In addition, the Midstream Logistics segment provides system-wide amine treating and 6.5 MMcf/d onceof theacid Kingsgas Landinginjection Project is complete in mid-2025.capacity.

Crude Oil Gathering, Stabilization and Storage Services. Crude gathering assets are centralized at the Caprock Stampede Terminal and the Pinnacle Sierra Grande Terminal. The system includes approximately 220280 miles of gathering pipeline and 90,000 barrels of crude storage. An additional 75 miles of gathering pipeline was added to ourThe crude gatheringfacilities assetshave throughconnections thefor Permiantakeaway Resourcestransportation Midstreaminto Acquisitioncertain closedfacilities duringoperated Januaryby 2025.Plains All American Pipeline, L.P.

Water Gathering and Disposal. The system includes overapproximately 360370 miles of gathering pipeline and approximately 580,000 barrels per day of permitted disposal capacity.

EMI pipelines.Pipelines. The Company owns the following equity interests in threetwo EMI pipelinesPipelines in the Permian Basin with access to various points along the U.S. Gulf Coast and Mexico markets: 1) an approximate 55.5% equity interest in Permian Highway Pipeline LLC (“PHP”),PHP, which is also owned and operated by Kinder Morgan; and 2) 33.0% equity interest in Shin Oak, which is owned by Breviloba, LLC, and operated by Enterprise Products Operating LLC; and 3) 27.5% equity interest in Epic Crude Holdings, LP (“EPIC”), which is operated by EPIC Consolidated Operations, LLC. The increase of equity interest in EPIC was related to the purchase of an additional 12.5% equity interest from a third party in July 2024.

Kinetik NGL Pipelines.Pipeline System. The Kinetik NGL PipelinesPipeline consistSystem consists of approximately 96 miles of NGL pipelines connecting our East Toyah and Pecos complexes to Waha, including our 20-inch Dewpoint pipeline that spans over 40 miles, and our 3028 mile, 20-inch Brandywine Pipeline connecting to our Diamond Cryogenic complex. The Kinetik NGL pipelinePipeline systemSystem has a capacity approximateof approximately 580 MBbl/d.

Delaware Link Pipeline. The Delaware Link Pipeline consists of approximately 40 miles of 30-inch diameter pipeline with aan initial capacity of approximately 1.0 Bcf/d that provides additional transportation capacity to Waha. The project reached commercial in-service in October 2023.

DurangoBarilla Draw Acquisition

There has been, and we believe there will continue to be, volatility in commodity prices and in the relationships among NGLs, crude oil and natural gas prices. As a result of uncertainty around global commodity supply and demand, global geopolitical conflicts, foreign and domestic trade policies withimplemented by the newTrump U.S.Administration presidentialand administration,responses asthereto, welland asrecent theaction ongoingby armed conflict in Ukraine,OPEC+, global oil and natural gas commodity prices continue to remain volatile. The volatility and uncertainty of natural gas, crude oil and NGL prices impact drilling, completion and other investment decisions by producers and ultimately supply to our systems. AlthoughIn ongoing armed conflicts might generate commodity price upward pressure, and our operations could benefit in an environment of higher natural gas, NGLs and condensate prices,addition, the instability of the international political environment and human and economic hardship resulting from the armed conflicts would have a highly uncertain impact on the U.S. economy, which in turn, might affect our business and operations adversely. Moreover, the impact of tariffs imposed by the Trump Administration and foreign governments is highly uncertain. Our product sales revenue is exposed to commodity price fluctuations. Therefore, commodity price decline and sustained periods of low natural gasgas, NGL, and NGLcondensate prices could have an adverse effect on our product revenue stream. The Company continues to monitor commodity prices closely and may enter into commodity price hedges from time to time as necessary to mitigate the volatility risk. In addition, the Company, when economically appropriate, enters into fee-based and NGL arbitrage arrangements that insulate the Company from commodity price volatility.

The annual rate of inflation in the U.S.United States was 3.00%2.4% in January 20252026 as measured by the Consumer Price Index. In light of the recent economic activity, unemployment levelactivity and uncertaintylabor inmarket policy making with the Trump Administration,conditions, the FOMC decided to maintain the target range for the federal funds rate atto 4.25 %3.50% - 4.50%3.75 % during its meeting in January 2025.2026. During the meeting, the FOMC noted that the economic outlookactivity ishas uncertainbeen expanding at a solid pace; job gains have remained low and the Committeeunemployment israte has shown some signs of stabilization, and inflation has remained somewhat elevated. The FOMC also noted that it remains attentive to the risks to both sides of its dual mandate and is strongly committedseeks to supportingachieve maximum employment and returning inflation to its 2.00% objective. If interest rates elevated beyondat the termrate of our hedges, our financing cost will increase and could have a negative impact on the Company’s ability to meet its contractual debt obligations and to fund its operating expenses and capital expenditures.2.00%. The Company will continue to monitor the FOMC’s monetary policy and interest rate movement. Refer to Note 13—Derivatives and Hedging Activities in the Notes to Consolidated Financial Statements in this Annual Report for additional discussion regarding our hedging strategies and objectives for interest rate risk.

*(1)Cost of sales (exclusive ofexcluding depreciation and amortization expenses) is net of gas service revenues totaling $219.7$315.6 million and $148.3$219.7 million for the years ended December 31, 20242025 and 2023,2024, respectively, for certain volumes where we act as principal.

For the year ended December 31, 2024,2025, revenue increased $226.5by million,$0.28 billion, or 18%,19%, to $1,482.9$1.76 million,billion, compared to $1,256.4$1.48 millionbillion for the same period in 2023.2024. The increase was primarily driven by higher period-over-period product revenue due to increased naturalNGL gasand residuecondensate volumes sold and increased gathered and processednatural gas volumes.residue prices.

Service revenue consists of service fees paid to the Company by its customers for providing comprehensive gathering, treating, processing and water disposal services necessary to bring natural gas, NGLs and crude oil to market. Service revenue for the year ended December 31, 2024,2025, decreasedincreased by $9.8$37.5 million, or 2%,9%, to $408.0$445.5 million, compared to $417.8$408.0 million for the same period in 2023.2024. The decreaseincrease was primarily driven by lowerhigher period-over-period gas gathering fees of $9.5$29.0 million.million, Totaland higher period-over-period crude gathering fees of $8.7 million, which was driven by a period-over-period increase in gathered crude volumes of 21.3 million Bbls per day, or 55%. Period-over-period total gathered and processed gas volumes increased 227.4by Mcf325.8 MMcf per day, or 13%17% and 189.9172.6 McfMMcf per day, or 13%,11%, respectively. Of the increase, Durango’s operations, on a six months basis,operations accounted for 105.8146.9 McfMMcf per day and 98.2142.5 McfMMcf per day of gathered and processed gas volumes, respectively. However, the total gathered and processed gas volumes where we function as the agent decreased period-over-period causing the change in net gas gathering fees presented as revenues to be down 3%. Over 98%97% of service revenues are included in the Midstream Logistics segment.

Product revenue consists of commodity sales (including condensate, natural gas residue and NGLs). Product revenue for the year ended December 31, 2024,2025, increased by $240.6$0.24 million,billion, or 29%,23%, to $1,063.0$1.31 million,billion, compared to $822.4$1.06 millionbillion for the same period in 2023,2024, primarily due to a period-over-period increasesincrease in natural gas residue sales volumes of 51.7 million MMBtu, or over 200% and NGL and condensate volumes sold of 2.017.0 million barrels, or 6%.41%, The increase was also driven byand a period-over-period increase in NGLnatural gas prices of $0.62$0.43 per barrel,MMBtu, or 3% and condensate prices of $2.10 per barrel, or 3%. The overall increase was33%, partially offset by a decrease in natural gas pricesresidue sales volumes of $0.429.8 permillion MMBtu, or 24%.16%, and decreases in NGL and condensate prices of $2.87 per barrel, or 13% and $11.86 per barrel, or 16%, respectively. Product revenues are included entirely in the Midstream Logistics segment.

Cost of sales (exclusive ofexcluding depreciation and amortization expenses) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the year ended December 31, 2024,2025, cost of sales increased $104.9by $165.3 million, or 20%,27%, to $620.6$785.9 million, compared to $515.7$620.6 million for the same period in 2023.2024. As discussed above, the increase was primarily driven by period-over-period increases in NGL and condensate volumes sold and natural gas residueprices, slightly offset by decreases in natural gas sales volumes and NGL and condensate volumes sold, slightly offset by lower natural gas prices. More than 99% of the cost of sales (exclusive ofexcluding depreciation and amortization expenses) are included in the Midstream Logistics segment.

Operating expenses increased by $34.5$75.4 million, or 21%,38%, to $196.0$271.4 million for the year ended December 31, 2024,2025, compared to $161.5$196.0 million for the same period in 2023.2024. Of the total increase, $23.6$29.9 million was driven by Durango’s full 12 months of operations, and $23.7 million was driven by Barilla Draw operations that were acquired duringin lateJanuary June 2024.2025. The remaining increase was primarily driven by increases in internalutility labor and repairs and maintenancecosts totaling $10.7$20.5 million, which was related to the increased gathered and processed volumes during 2024.million. Over 98%99% of operating expenses are included in the Midstream Logistics segment.

Depreciation and amortization expense increased by $43.2$58.4 million, or 15%18% to $324.2$382.6 million for the year ended December 31, 2024,2025, compared to $281.0$324.2 million for the same period in 2023.2024. Of the total increase, $25.5$32.8 million was driven by the Durango Acquisition that was completed during late June 2024.2024, and $9.9 million was driven by assets placed into service from Barilla Draw operations acquired in January 2025. The remaining increase was driven by other assets placed in service sinceduring the second half of 2023, including the Delaware Link Pipeline that was placed in service in October 2023 and the rich gas lateral into Lea County, New Mexico.2025.

Income taxes (benefit)Interest expense

The Company recorded incomeIncome tax expense ofincreased $23.0by $27.7 million, or 120% to $50.7 million for the year ended December 31, 2024,2025, compared to income tax benefit of $232.9$23.0 million for the same period in 2023.2024. The increase was primarily due to the releaseincrease in income before income taxes of the valuation allowance on federal deferred tax assets during the fourth quarter of 2023 compared to the recognition of deferred federal income tax of $19.5$309.4 million for the year ended December 31, 2024.2025 Ascompared to the Companysame achievedperiod ain three-year cumulative level of profitability as of December 31, 2024 and 2023, the Company concluded that it is more likely than not that its deferred tax assets will be realized and as such, no valuation allowance was recorded.2024.

Adjusted EBITDA is defined as net income including noncontrolling interestsinterest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines,Pipelines, equity income and gain from sale of investments recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, fair value adjustments forto contingent liabilities, integration and transaction costs, litigation costs and extraordinary losses and unusual or non-recurring charges. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

•Is a financial measurement that is used by rating agencies, lenders, and other parties to evaluate our credit worthinesscreditworthiness; and

The following discussion and analysis addresses the results of our operations for the three and six months ended MarchJune 31,30, 2026, as compared to our results of operations for the same period in 2025. Please read the following discussion of our financial condition and results of operations in conjunction with the financial statements and notes thereto included elsewhere in this report.

We are an integrated midstream energy company in the Permian Basin providing comprehensive gathering, transportation, compression, processing and treating services. Our operations are strategically located in the heart of the Delaware Basin in the Permian, one of the fastest growing oil and gas development regions in the world. Our core capabilities include a variety of service offerings including natural gas gathering, transportation, compression, treating and processing; NGLsNGL stabilization and transportation; produced water gathering and disposal; and crude oil gathering, stabilization, storage and transportation. Our operations are strategically located in the heart of the Delaware Basin.

We haveoperate through two reportable segments withthat generate revenue streams from various products and services. The Midstream Logistics segment operates under three revenue streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. The Pipeline Transportation segment consists of two EMI pipelines originating in the Permian Basin withthat provide various access points to the U.S. Gulf Coast and Mexico markets, asalong wellwith asthe Kinetik NGL and Delaware Link Pipelines. The pipelines transport natural gas and NGLs within the Permian Basin and to the U.S. Gulf Coast.

Crude Oil Gathering, Stabilization and Storage Services. Crude gathering assets are centralized at the Caprock Stampede Terminal and the Pinnacle Sierra Grande Terminal. The system includes approximately 290 miles of gathering pipeline and 90,000 barrels of crude storage. The crude facilities have connections for takeaway transportation into certain facilities operated by Plains All American Pipeline, L.P. Over 50 miles of gathering pipeline was added to our crude gathering assets through the Barilla Draw AcquisitionAcquisition, which closed in January 2025.

EMI pipelines. The Company owns the following equity interests in two EMI pipelines in the Permian Basin with access to various points along the U.S. Gulf Coast: 1) an approximate 55.5% equity interest in PHP, which is operated by Kinder Morgan; and 2) 33.0% equity interest in Breviloba, the owner of the Shin Oak,Oak pipeline, which is operated by Enterprise Products Operating LLC.

ECCC Pipeline. The ECCC Pipeline is under construction and will provide a connection from Eddy County, New MexicoMexico, to Culberson County, Texas, and approximately 150 MMcfpMMcf/d of initial rich gas throughput capacity. The ECCC Pipeline is estimated to be in servicein-service during the secondthird quarter of 2026.

On March 31, 2026, the Partnership executed Amendment No. 2 to its accountsAmended receivableA/R securitization facility,Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. Furthermore, Amendment No. 2 introduced an option permitting Kinetik Receivables LLC to request an increase in commitments of up to $50.0 million in aggregate, subject to the Purchaser’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions from the A/R Facility, including the sustainability rate adjustment, sustainability fee adjustment and related reporting obligations.

There has been, and we believe there will continue to be, volatility in commodity prices and in the relationships among NGLs, crude oil and natural gas prices. Recent geopolitical developments in the Middle East, including the ongoing military conflict involving Iran, thedisruptions closureand ofuncertainty surrounding maritime traffic through the Strait of Hormuz and related disruptionsimpacts toon global energy markets, each have contributed to heightened volatility in crude oil, natural gas, and NGL pricing and increased uncertainty in global supply chains. While the Company’s midstream assets and operations are primarily located in the Permian Basin and our service revenue is supported by fee‑based contracts, our product sales revenue is exposed to commodity price fluctuations. In addition, sustained volatility in global energy markets could indirectly impact producer activity levels, customer credit profiles, and overall demand for our services. Furthermore, prolonged geopolitical instability may contribute to broader macroeconomic effects, including inflationary pressures, higher interest rates, and constrained capital availability. The Company continues to monitor commodity prices closely and may enter into commodity price hedges to mitigate the volatility risk. In addition, the Company, when economically appropriate, enters into fee-based and NGL arbitrage arrangements that insulate the Company from commodity price volatility.

The annual rate of inflation in the United States was 3.3%3.5% in MarchJune 2026 as measured by the Consumer Price Index. In light of the recent economic activity and labor market conditions, theThe FOMC decided to maintain the target range for the federal funds rate at 3.50% - 3.75% during its meeting in AprilJuly 2026. During the meeting, the FOMC suggested thatnoted the economic activityactivities has beenis expanding at a solid pace; despite elevated uncertainty owing, in part, to the conflict in the Middle East. Productivity growth and capital investment remain strong, job gains have remainedkept low,pace with the workforce, and the unemployment rate has changed minimallylittle. Inflation remains elevated relative to the Committee’s 2 percent goal, in part, reflecting supply shocks that have driven price increases in certain sectors, including energy. The FOMC reaffirmed its commitment to deliver price stability and its policy of maintaining ample reserves in the recentbanking months and inflation remains somewhat elevated, in part reflecting the recent increase in global energy prices. The FOMC also noted that uncertainty about the economic outlook remained elevated, including because of the implications of developments in the Middle East. The FOMC remains attentive to the risks to both sides of its dual mandate and seeks to achieve maximum employment and inflation at the rate of 2.00% over the long run.system. The Company will continue to monitor the FOMC’s monetary policy and interest rate movement.movements. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for additional discussion regarding our hedging strategies and objectives for interest rate risk.

(1)Cost of sales (excluding depreciation and amortization) is net of gas service fees totaling $102.3$110.6 million and $62.2$73.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $212.8 million and $135.8 million for the six months ended June 30, 2026 and 2025, respectively, for certain volumes, where we function as principal.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

For the three months ended MarchJune 31,30, 2026, revenue decreasedincreased by $33.3$154.7 million, or 8%,36%, to $410.0$581.4 million, compared to $443.3$426.7 million for the same period in 2025. The decreaseincrease was primarily driven by lowerhigher product revenue due to higher NGL, condensate and natural gas service revenues on gathered gasresidue volumes where we functionsold, as anwell agentas versushigher principal.NGL and condensate prices.

Service revenue for the three months ended MarchJune 31,30, 2026 decreased by $34.2$25.8 million, or 27%,23%, to $93.8$86.9 million, compared to $127.9$112.7 million for the same period in 2025.2025, Thedriven by decreases in period-over-period gathered and processed gas volumes increasedof by 105.9101.1 MMcf per day, or 5%5%, and 14.11.6 MMcf per day, or 1%,0.1%, respectively. However,In addition, the total gathered and processed gas volumes where we function as theprincipal agent decreasedincreased period-over-period, resulting in ahigher decreaseamounts of $33.5fee millionrevenue toreported gaswithin servicecost feesof presented as revenues, or 31%.sales. Over 97% of service revenues are included in the Midstream Logistics segment for the three months ended MarchJune 31,30, 2026.

Cost of sales (excluding depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties. For the three months ended MarchJune 31,30, 2026, cost of sales decreasedincreased by $34.6$80.9 million, or 16%,52%, to $188.7$237.6 million, compared to $223.4$156.7 million for the same period in 2025. The decreaseincrease was primarily driven by the aforementioned period-over-period decreases in NGL and natural gas prices, partially offset by an increaseincreases in NGL, condensate and natural gas residue volumes sold.sold and increases in NGL and condensate prices, partially offset by a decrease in natural gas residue price. Over 99% of costs of sales (excluding depreciation and amortization) are included in the Midstream Logistics segment.

Operating expenses increased by $6.7$3.9 million, or 11%,6%, to $70.3$71.9 million for the three months ended MarchJune 31,30, 2026, compared to $63.6$68.0 million for the same period in 2025. The increase was mainly driven by increases in utility costs of $4.6 million associated with increasing volumes on the system, and higher labor costs of $2.2 million, primarily related to higher electricity rates and the Kings Landing processing complex going into service during September 2025.2025 and higher labor costs of $0.7 million, primarily related to Kings Landing. The increase was partially offset by a decrease in equipment rental cost of $1.8 million. Over 99% of operating expenses are included in the Midstream Logistics segment.

General and administrative expenses increased by $6.6$8.6 million, or 18%,14%, to $44.2$70.5 million for the threesix months ended MarchJune 31,30, 2026, compared to $37.6$61.8 million for the same period in 2025. The increase was mainly driven by an increase in legallitigation related fees of $9.0$12.0 million, partially offset by a decrease in labor and professional fees of $2.2$3.1 million.

Depreciation and amortization expense increased by $9.2$18.7 million, or 10%, to $101.8$205.2 million for the threesix months ended MarchJune 31,30, 2026, compared to $92.7$186.4 million for the same period in 2025. Of the total increase, $6.3$12.7 million primarily relates to Durango and Kings Landing being placed into service in September 2025, and the balance is associated with new assets being placed in service over the course of 2025.2025 and the first half of 2026.

Equity in earnings of unconsolidated affiliates decreased by $6.3$7.6 million, or 11%,7%, to $51.2$108.6 million for the threesix months ended MarchJune 31,30, 2026, compared to $57.5$116.2 million for the same period in 2025. The decrease was primarily driven by decreases in equity in earnings from Breviloba of $5.6$8.5 million due to normal operations,million, and EPIC of $3.4$7.5 million due to the divestiture of the Company’s related equity interest in EPIC in October 2025. The decrease was partially offset by an increase in equity in earnings from PHP of $2.7$8.4 million.

Adjusted EBITDA is defined as net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets,assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or non-recurringnonrecurring charges. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

The GAAP measure used by the Company that is most directly comparable to Adjusted EBITDA is net income or loss including noncontrolling interest. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income or loss including noncontrolling interest or any other measure of financial performance presented in accordance with GAAP. Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income including noncontrolling interest. Adjusted EBITDA should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. The Company’s definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies in the industry, thereby diminishing its utility.

Company management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable GAAP measure, understanding the differences between Adjusted EBITDA as compared to net income or loss including noncontrolling interest, and incorporating this knowledge into its decision-making processes. Management believes that investors benefit from having access to the same financial measure that the Company uses in evaluating operating results.

The following table presents a reconciliation of the GAAP financial measure of net (loss) income including noncontrolling interest to the non-GAAP financial measure of Adjusted EBITDA.

For the three months ended MarchJune 31,30, 2026, Adjusted EBITDA increased by $1.2$37.9 million, or 0.5%,16%, to $251.2$280.8 million, compared to $250.0$242.9 million for the same period in 2025. As discussed in Item 2.Management’s2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report, the change reflectedwas lowerdriven by higher operating revenues of $33.3 million, which was primarily driven by an increase in unrealized loss on commodity hedging activities of $28.9 million, thus mostly EBITDA neutral, and lower proportionate EMI EBITDA of $17.5$154.7 million, partially offset by lowerhigher cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expenses, totaling $19.4$88.6 million.million, The remaininga decrease wasin fullyproportionate offsetEMI byEBITDA higherof net$13.2 one-time costs relatedmillion, primarily toresulting integrationfrom the divestiture of the Company’s equity interest in EPIC, and litigationan totalingincrease $3.5in unrealized gain on commodity hedging activities of $11.9 million.

Segment Adjusted EBITDA is defined as segment net income or loss including noncontrolling interest adjusted for interest, taxes, depreciation and amortization, gain or loss on disposal of assets and debt extinguishment, the proportionate EBITDA from our EMI pipelines, equity income recorded using the equity method, share-based compensation expense, noncash increases and decreases related to commodity hedging activities, integration and transaction costs and extraordinary losses and unusual or non-recurringnonrecurring charges. The following table presents Segment Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025. Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for a reconciliation of Segment Adjusted EBITDA to net income before income taxes.

Midstream Logistics Segment Adjusted EBITDA increased by $18.7$53.6 million, or 12%,35%, to $178.9$204.8 million for the three months ended MarchJune 31,30, 2026, compared to $160.2$151.2 million for the same period in 2025. The change reflectedwas primarily driven by higher operating revenues of $155.0 million, partially offset by lower cost of sales (excluding depreciation and amortization), operating expenses, ad valorem taxes and general and administrative expensesexpenses, totaling $26.0$85.8 million, partially offset by a lower operating revenues of $33.2 million, which was primarily driven byand an increase in unrealized lossgain on commodity hedging activities of $28.9$11.9 million, which is EBITDA neutral.million. The reasons for the fluctuations are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report on Form 10-Q.

Pipeline Transportation Segment Adjusted EBITDA decreased by $15.9$13.8 million, or 17%,14%, to $78.0$83.0 million for the three months ended MarchJune 31,30, 2026, compared to $93.9$96.8 million for the same period in 2025. The decrease was mainly due to lower proportionate EMI EBITDA of $17.5$13.2 million, primarily related to the divestiture of the Company’s equity interest in EPIC during October 2025.

The Company’s primary use of capital since inception has been for the initial construction of gathering and processing assets, as well as the acquisition of businesses and EMI pipelines and associated subsequent construction costs. For 2026, the Company’s primary spending requirements are related to budgeted capital expenditures for the construction and maintenance of gathering and processing assets, the Company’s contractual debt obligations, and quarterly cash dividends and repurchases of its Class A Common Stock pursuant to the Repurchase Program from time to time.dividends.

During the threesix months ended MarchJune 31,30, 2026, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the revolving credit facility and Amended A/R Facility, and cash generated from operations. Based on the Company’s current financial plan, the Company believes that cash from operations, distributions from the EMI pipelines and remaining borrowing capacity on our credit facilities will generate cash flows in excess of capital expenditures and the amount required to fund the Company’s planned quarterly dividend over the next 12 months. The following table presents a summary of the Company’s key liquidity indicators at the dates presented:

As of MarchJune 31,30, 2026, we had $1.05 billion of our 6.625% senior unsecured notes due 2028 and $1.00 billion of our 5.875% senior unsecured notes due 2030 outstanding.

On May 30, 2025, the Partnership entered into the Term Loan Credit Agreement. The proceeds were used to repay and terminate the 2022 Term Loan Credit Agreement. As of MarchJune 31,30, 2026, we had an outstanding borrowing of $1.15 billion under the Term Loan Credit Agreement.

All borrowings under the Revolving Credit Agreement mature on May 30, 2030, unless such maturity date is adjusted in accordance with the Revolving Credit Agreement. As of MarchJune 31,30, 2026, we had an outstanding borrowing of $468.0$523.0 million and remaining borrowing capacity of $1.12$1.06 billion.

On March 31, 2026, the Partnership executed Amendment No. 2 to its Amended A/R Facility, with PNC Bank. Pursuant to this amendment, the facility limit was reduced to $225.0 million, and the scheduled termination date was extended to March 30, 2027. Furthermore, Amendment No. 2 introduced an option permitting Kinetik Receivables LLC to request an increase in commitments of up to $50.0 million in aggregate, subject to the Purchaser’s approval. Amendment No. 2 also removed all sustainability-linked pricing provisions previously applicable under the A/R Facility. As of MarchJune 31,30, 2026, eligible accounts receivable of $187.1$225.0 million were pledged to the Amended A/R Facility as collateral and $37.9 million was available to be invested by the purchasers.collateral.

Our operations can be capital intensive, requiringrequire investments to expand, upgrade, maintain or enhance existing operations and to meet environmental and operational regulations. During the threesix months ended MarchJune 31,30, 2026 and 2025, capital spending mainly consisted of spending on property, plant and equipment totaling $83.0$192.3 million and $74.5$201.8 million, respectively, and intangible asset purchases totaling $6.1$12.1 million and $6.9$15.6 million, respectively. Management believes its existing gathering, processing and transmission infrastructure capacity and future planned projects are capable of fulfilling its midstream contracts to service its customers.

Operating activities. Net cash provided by operating activities increased by $3.6$35.6 million for the threesix months ended MarchJune 31,30, 2026 to $180.4$341.5 million, compared to $176.8$305.9 million for the same period in 2025. The change in the operating cash flows reflected (i) aan decreaseincrease in net income including noncontrolling interest of $24.4$24.3 million; (ii) an increase in adjustments related to non-cash items of $43.7$45.8 million, which was mainly driven by an increase in non-cash derivative fair value adjustments and lower derivative cash settlements, together totaling $26.2$12.6 million, an increase in depreciation and amortization expense of $9.2$18.7 million, and a decrease in equity in earnings of unconsolidated affiliates of $6.3$7.6 million; and (iii) a decrease in working capital of $15.7$34.5 million.

Investing activities. Net cash used in investing activities decreased by $171.0$187.4 million for the threesix months ended MarchJune 31,30, 2026 to $89.1$204.2 million, compared to $260.1$391.6 million used in the same period in 2025. The decrease was primarily driven by a decrease in cash used in business acquisitions of $178.4$176.2 million related to the Barilla Draw Acquisition completed in January 2025.2025 Theand decreasedecreases was partially offset by higher capital spending forin property, plant and equipment and intangible asset expenditures of $8.5$9.6 million.million and $3.5 million, respectively.

Financing activities. Net cash used in financing activities was $94.5$133.4 million for the threesix months ended MarchJune 31,30, 2026, which was primarily comprised of net proceeds from the revolving credit facility and Amended A/R Facility of $36.8$129.6 million, fully offset by cash dividends of $131.3$263.1 million paid to the holders of Class A Common Stock and Common Units, compared with net cash provided by financing activities of $88.5$92.8 million for the threesix months ended MarchJune 31,30, 2025, which was primarily comprised of net proceeds from the Company’s long-term debt, revolving credit facility and Amended A/R Facility of $211.7$412.2 million, partiallyfully offset by cash dividends of $123.2$246.8 million paid to the holders of Class A Common Stock and Common Units.Units and cash paid to repurchase Class A Common Stock of $72.6 million.

During the threesix months ended MarchJune 31,30, 2026, the Company made cash dividend payments of $131.3$263.1 million to holders of Class A Common Stock and Common UnitsUnits, and $0.5$1.1 million was reinvested in shares of Class A Common Stock by holders of Class A Common Stock and Common Units.Units holders.

On AprilJuly 16,14, 2026, the Board declared a cash dividend of $0.81 per share on the Company’s Class A Common StockStock, which was paid to stockholders on MayJuly 1,31, 2026. The Company, through its ownership of the general partner of the Partnership, declared a distribution of $0.81 per Common Unit from the Partnership to the holders of Common Units, which was paid on MayJuly 1,31, 2026. As described in these Condensed Consolidated Financial Statements, as the context requires, dividends paid to holders of Class A Common Stock and distributions paid to holders of Common Units may be referred to collectively as “dividends.”

In February 2023, the Board approved the Repurchase Program, authorizing discretionary purchases of the Company’s Class A Common Stock up to $100.0 million in aggregate. In May 2025, the Board approved a $400.0 million increase to the previously announced Repurchase Program, pursuant to which we are authorized to repurchase the Company’s Class A Common Stock for an aggregate purchase price of up to $500.0 million.Program. Repurchases may be made at management’s discretion from time to time, in accordance with applicable securities laws, on the open market or through privately negotiated transactionstime and may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. Privately negotiated repurchases from affiliates are also authorized under the Repurchase Program, subject to such affiliates’ interest and other limitations. The repurchases will depend on market conditions and may be discontinued at any time without prior notice.