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KNTK 8-K filings, explained
Every material Form 8-K Kinetik Holdings has filed with the SEC since March 13, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Kinetik reported third quarter 2026 results, with Adjusted EBITDA of $278.1 million, up from $242.6 million a year earlier, and net income including noncontrolling interest of $50.9 million, up from $15.5 million. The company now expects full year 2026 Adjusted EBITDA at the high end of its $1.04 billion to $1.1 billion guidance range and expects capital expenditures about 5% below its $560 million guidance.
Q3 2026 total operating revenues were $569.4 million, versus $464.0 million in Q3 2025; diluted EPS attributable to Class A holders was $0.26, versus $0.03
Midstream Logistics Adjusted EBITDA was $203.6 million, a 34% year-over-year increase; Pipeline Transportation Adjusted EBITDA fell 18% to $78.5 million, mainly due to the EPIC Crude Holdings divestiture
Free Cash Flow was $87.5 million for Q3 2026 versus $13.9 million a year earlier; Net Debt was $3.94 billion at September 30, 2026
The ECCC Pipeline expansion reached final investment decision, and the company expects in-service in mid-2027
Kinetik subsidiary EagleClaw Midstream Ventures agreed on October 23, 2026 to resolve a previously disclosed dispute with Energy Transfer over when an NGL purchase agreement expires. Under the settlement, both parties confirmed the agreement's final day of term is December 31, 2026. The filing notes that a related litigation over two Energy Transfer agreements, including this one, remains pending adjudication.
Settlement agreed October 23, 2026 between EagleClaw Midstream Ventures and Energy Transfer GC NGL Product Services
ECMV NGL purchase agreement final day of term confirmed as December 31, 2026
The agreement is one of two Energy Transfer agreements subject to previously disclosed litigation, which awaits adjudication
Kinetik reported second quarter 2026 revenue of $581.4 million, up from $426.7 million a year earlier, and diluted earnings per share of $0.64 versus $0.33. The company raised its full year 2026 Adjusted EBITDA guidance to $1.04 billion to $1.1 billion and its capital expenditure guidance to about $560 million, which bears on how much cash the business reinvests.
Q2 2026 total operating revenues were $581.4 million, versus $426.7 million in Q2 2025.
Net income including noncontrolling interest was $123.1 million, versus $74.4 million; diluted EPS attributable to Class A holders was $0.64, versus $0.33.
Q2 2026 Adjusted EBITDA was $280.8 million, versus $242.9 million; Pipeline Transportation Adjusted EBITDA fell 14% due to the late 2025 divestiture of the EPIC Crude equity interest.
Adjusted EBITDA is expected to be $260 million to $270 million in Q3 2026 and $270 million to $280 million in Q4 2026.
Kinetik Holdings appointed Craig Harris, a former Blackstone credit executive with more than 30 years in the energy industry, as a director effective June 23, 2026, and increased the board from ten to eleven members. The filing describes a routine board addition with standard non-employee director compensation and an indemnification agreement, with no financial results or guidance included.
Craig Harris appointed director effective June 23, 2026; board increased from ten to eleven directors.
Harris was a Senior Managing Director within Blackstone's credit business from October 2022 to March 2026.
Harris receives standard non-employee director cash and equity compensation, prorated until the 2027 Annual Meeting of Stockholders.
Appointment announced in a June 24, 2026 press release furnished as Exhibit 99.1.
Kinetik reported a first-quarter 2026 net loss including noncontrolling interest of $5.1 million, compared with net income of $19.3 million a year earlier, on total operating revenues of $410.0 million, down from $443.3 million. Adjusted EBITDA, a non-GAAP measure, rose slightly to $251.2 million, and the company affirmed its full-year 2026 Adjusted EBITDA guidance of $950 million to $1,050 million, so shareholders see mixed headline results with unchanged outlook.
Net loss including noncontrolling interest was $5.1 million, or diluted loss of $0.07 per Class A share, versus diluted earnings of $0.05 per share in Q1 2025.
Adjusted EBITDA was $251.2 million, up from $250.0 million; Distributable Cash Flow was $180.8 million, up from $157.0 million.
Total operating revenues fell to $410.0 million from $443.3 million; Pipeline Transportation Adjusted EBITDA fell about 17% year-over-year due to the EPIC Crude divestiture.
2026 guidance affirmed: Adjusted EBITDA of $950 million to $1,050 million and capital expenditures of $450 million to $510 million; processed gas volume growth now estimated at low- to mid-single-digit percentages.
Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., signed Amendment No. 2 to its accounts receivable securitization facility with PNC Bank on March 31, 2026. The amendment extends the scheduled termination date to March 30, 2027, and reduces the facility limit to $225 million, with an option for the seller to request an increase up to $275 million.
Scheduled termination date extended to March 30, 2027
Facility limit reduced to $225 million
Seller may request an increase in the limit up to $275 million
Administrative agent is PNC Bank, National Association
Kinetik reported fourth-quarter 2025 total operating revenues of $430.4 million, up from $385.7 million a year earlier, and Adjusted EBITDA of $252.1 million, up from $237.5 million. Quarterly net income was driven by a $415.4 million gain on the sale of its EPIC Crude equity interest, and the company guided 2026 Adjusted EBITDA to $950 million to $1,050 million, which it said is a 7% increase at the midpoint.
Q4 2025 diluted EPS was $2.16 versus $0.01 in Q4 2024; Adjusted EBITDA was $252.1 million versus $237.5 million.
Net income including noncontrolling interest of $416.7 million includes a $415.4 million gain from the EPIC Crude divestiture completed October 31, 2025.
Full-year 2025 Adjusted EBITDA was $987.7 million; Q4 2025 Free Cash Flow was $(12.0) million versus $32.5 million a year earlier.
2026 guidance calls for Adjusted EBITDA of $950 million to $1,050 million and capital expenditures of $450 million to $510 million.
Kinetik reported third-quarter 2025 net income including noncontrolling interest of $15.5 million, down from $83.7 million a year earlier, while total operating revenues rose to $464.0 million from $396.4 million. The company now expects full-year 2025 Adjusted EBITDA of $965 million to $1.005 billion, citing slower Kings Landing ramp-up, producer delays, lower commodity prices, and the October EPIC Crude sale.
Q3 2025 diluted EPS attributable to Class A holders was $0.03, versus $0.35 in Q3 2024
Q3 Adjusted EBITDA was $242.6 million, versus $265.7 million a year earlier
2025 Adjusted EBITDA guidance revised to $965 million to $1.005 billion; 2025 capital guidance tightened to $485 million to $515 million
Closed sale of 27.5% EPIC Crude interest in October 2025 with over $500 million in net upfront cash
Kinetik and its subsidiaries agreed on August 30, 2025, to sell their 27.5% stake in EPIC Crude Holdings to a Plains subsidiary, with the Kinetik sellers expected to receive about $500 million of upfront cash plus about $96 million tied to a future capacity expansion. The company said it will use the cash proceeds for general corporate purposes, and the sale is expected to close in early 2026, subject to closing conditions including Hart-Scott-Rodino clearance.
Upfront cash of about $500 million for the 27.5% interest, after purchase price adjustments
Up to about $96 million additional contingent payment, due if a capacity expansion of EPIC Crude is formally sanctioned
Implied valuation of $2.85 billion for 100% of EPIC Crude, with $350 million for the contingent consideration
Expected closing by early 2026, subject to customary conditions and Hart-Scott-Rodino clearance
Kinetik reported second quarter 2025 results, with total operating revenues of $426.7 million, up from $359.5 million a year earlier, and Adjusted EBITDA of $242.9 million, up from $234.4 million. Net income including noncontrolling interest fell to $74.4 million from $108.9 million, and diluted earnings per share were $0.33 versus $0.54, so shareholders see higher sales alongside lower GAAP profit. The company updated its 2025 Adjusted EBITDA guidance to $1.03 billion to $1.09 billion and narrowed its capital guidance to $460 million to $530 million.
Total operating revenues were $426.7 million versus $359.5 million in Q2 2024; net income including noncontrolling interest was $74.4 million versus $108.9 million.
Diluted earnings per share attributable to Class A holders were $0.33 versus $0.54 in the prior-year quarter.
2025 Adjusted EBITDA guidance updated to $1.03 billion to $1.09 billion; full-year capital guidance narrowed to $460 million to $530 million.
Kings Landing full commercial in-service is expected in late September 2025; Kinetik has repurchased $172.6 million of Class A stock year to date.
Kinetik Holdings Inc. said Chief Strategy Officer Anne Psencik retired effective June 30, 2025, and that she expressed no disagreement with the company on its operations, policies or practices. She signed a separation agreement with a $887,356 lump-sum payment and a consulting agreement running through July 1, 2028, so the company keeps her advisory role during the transition.
Anne Psencik retired as Chief Strategy Officer effective June 30, 2025
Separation agreement includes a one-time lump-sum payment of $887,356, paid 45 days after termination
Consulting agreement runs through July 1, 2028, at $150,000 per year, plus up to $300,000 in discretionary payments
Unvested equity awards continue to vest, with full acceleration if the company ends the consulting agreement without cause
Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., entered two new credit agreements on May 30, 2025, a $1.6 billion revolving credit facility and a $1.15 billion term loan, and used them to repay and terminate its 2022 credit agreements. The filing describes a refinancing of existing debt rather than new spending, with both facilities maturing in 2028 or later and guaranteed by the parent company.
Revolving credit facility of $1.6 billion matures May 30, 2030; $465 million was borrowed as of May 30, 2025
Term loan of $1.15 billion matures May 30, 2028
Both facilities are guaranteed by Kinetik Holdings Inc. and require net indebtedness to EBITDA of no more than 5.00 to 1.00, or 5.50 to 1.00 during designated acquisition periods
2022 revolving and term loan agreements, both dated June 8, 2022, were repaid and terminated
Kinetik Holdings reported first quarter 2025 results, with total operating revenues of $443.3 million, up from $341.4 million a year earlier, and Adjusted EBITDA of $250.0 million, up from $233.6 million. Net income fell to $19.3 million from $35.4 million, and diluted earnings per share were $0.05 versus $0.12, while the company affirmed its 2025 Adjusted EBITDA guidance of $1.09 billion to $1.15 billion and raised its share repurchase authorization to $500 million.
Total operating revenues were $443.3 million, compared with $341.4 million in the first quarter of 2024.
Net income including noncontrolling interest was $19.3 million, versus $35.4 million; diluted EPS was $0.05, versus $0.12.
Adjusted EBITDA was $250.0 million, versus $233.6 million; the company said current commodity futures would reduce full-year Adjusted EBITDA by about $20 million.
The Board authorized an increase to the share repurchase program to $500 million and affirmed 2025 Adjusted EBITDA guidance of $1.09 billion to $1.15 billion.
Kinetik Holdings Inc. said Chief Strategy Officer Anne Psencik informed the company on April 30, 2025 that she intends to retire effective June 30, 2025. She will continue day-to-day duties until then and will remain with the company as a consultant afterward.
Anne Psencik, Chief Strategy Officer since 2019, plans to retire effective June 30, 2025
Psencik will continue her current responsibilities until retirement and then serve as a consultant
CEO Jamie Welch said she managed risk and advised on commercial and investment opportunities during her six-year tenure
Kinetik subsidiary Kinetik Holdings LP amended its accounts receivable securitization facility, raising the facility limit to $250 million and extending the scheduled termination date to March 31, 2026. The amendment also removed certain sustainability performance targets, and Frontier Field Services, LLC joined the sale and contribution agreement as an originator.
Facility limit increased to $250 million under Amendment No. 1, dated April 1, 2025
Scheduled termination date extended to March 31, 2026
Certain Sustainability Performance Targets eliminated for Kinetik LP and the Company
Frontier Field Services, LLC became a party to the Sale and Contribution Agreement as of April 1, 2025
Kinetik Holdings Inc. completed a $250 million offering of additional 6.625% senior notes due 2028, issued by its subsidiary Kinetik Holdings LP and guaranteed by the parent, with the offering closing March 19, 2025. Proceeds are intended for general corporate purposes, including repaying part of the revolving credit facility, and the lenders under its term loan waived a mandatory prepayment requirement tied to these proceeds. The filing adds $250 million to the company's debt load, on top of $800 million of existing notes with the same terms.
$250 million of New Notes priced at 101.25% of par, plus accrued interest from December 15, 2024
Notes mature December 15, 2028, with the first interest payment due June 15, 2025
Proceeds to repay a portion of borrowings under the revolving credit facility and pay related fees and expenses
Term loan lenders waived a mandatory prepayment provision on the offering proceeds
Kinetik Holdings director Jesse Krynak notified the board on March 12, 2025, that he will not seek reelection at the 2025 annual meeting and is resigning effective immediately. The company said the departure was not due to any disagreement over its operations, policies or practices, so the filing gives no sign of a governance dispute.
Jesse Krynak notified the board on March 12, 2025 of his resignation
Resignation is effective immediately; he will not stand for reelection at the 2025 annual meeting
Company states the departure was not the result of any disagreement on operations, policies or practices
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