apa-20260406

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under Rule 14a-12

KINETIK HOLDINGS INC.

(Name of registrant as specified in its charter)

N/A

(Name of person(s) filing proxy statement, if other than the registrant)


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KINETIK HOLDINGS INC.

Notice of Annual Meeting of Stockholders
and Proxy Statement

May 19, 2026

Dear Stockholder,

2025 was a year of meaningful strategic progress amid a challenging operating environment for Kinetik. Persistent commodity price volatility, inflationary pressures, and moderated producer activity created a difficult operating backdrop. Despite these headwinds, we executed several key initiatives that strengthened our commercial foundation and reinforced the long‑term competitiveness of our system.

“As we look ahead, our priorities remain centered on consistent execution, operational excellence, and continued advancement of projects that strengthen the durability and scale of our integrated system.”

During the year, we achieved commercial in‑service at the Kings Landing Processing Complex (the “Kings Landing Plant”), the culmination of a multi-year development that doubled gas processing capacity in Delaware North and has demonstrated exceptional operational reliability since start-up. We reached a final investment decision to convert the Kings Landing Plant for sour gas service, which we expect to expand our acid gas injection capacity and position the system to support producers as development increasingly targets gassier benches. In addition, we further strengthened our integrated footprint with the completion of the Barilla Draw acquisition and continued progress on the ECCC Pipeline, which will connect the Delaware North system to additional gas processing capacity in Delaware South.

We also took meaningful steps to reinforce our financial resilience during the year. Through the divestiture of our equity interest in EPIC Crude Holdings, LP (“EPIC ”), opportunistic access to the debt capital markets, and the refinancing and extension of our bank credit facilities, we enhanced our liquidity and financial flexibility. Proceeds from the EPIC transaction were used to reduce borrowings under our revolving credit facility, further strengthening our balance sheet and supporting our disciplined capital allocation priorities.

Collectively, these actions drove year-over-year growth in Adjusted EBITDA and processed gas volumes and have left us with a stronger midstream infrastructure system, a better-aligned commercial portfolio, and a platform well-positioned for long‑term value creation.

Most recently, we updated our capital allocation framework to better align with the multi-year growth opportunities supported by our expanding system and long‑term commercial commitments. The refreshed framework reflects a growth‑first mentality, prioritizing high‑return organic investment that enhances strategic value while maintaining ample liquidity and balance sheet discipline. It also outlines a clear approach to shareholder distributions, including annual dividend increases and the use of share repurchases as a meaningful contributor to longer‑term incremental returns. Together, these priorities support our goal of maximizing share price outcomes and delivering sustainable, long‑term value for shareholders.

As we look towards the upcoming year, we anticipate our priorities will remain centered on consistent execution, operational excellence, and continued advancement of projects that strengthen the durability and scale of our integrated system. Strategically positioned at the intersection of abundant, low‑cost natural gas supply and growing Gulf Coast demand, we believe Kinetik is well situated to enable multi-year producer development plans and capitalize on long‑term structural opportunities across the Delaware Basin. We enter 2026 and beyond with a clear mandate to deliver durable, compounding value for our shareholders.

Thank you for your continued support and confidence in Kinetik.

Jamie Welch, Chief Executive Officer and President

2700 Post Oak Boulevard, Suite 300, Houston TX 77056-5748

Notice of Annual Meeting of Stockholders of Kinetik Holdings Inc.

Date:

May 19, 2026

Time:

10:00 a.m. Central Time

Place:

Virtual meeting via live webcast, accessible at:

www.virtualshareholdermeeting.com/KNTK2026

YOUR VOTE

IS IMPORTANT

Whether or not you plan to attend the meeting, we encourage you to vote as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled “How to Vote” beginning on page 68 of this proxy statement, or, if you requested to receive printed proxy materials, your enclosed proxy card.

Notice is hereby given that the 2026 annual meeting of stockholders of Kinetik Holdings Inc., a Delaware corporation (“Kinetik,” the “Company,” or “we”), will be held on May 19, 2026, at 10:00 a.m. (Central Time) in a virtual-only meeting format by live webcast for the following purposes:


1						Elect 10 directors named in the attached proxy statement;
2						Approve a non-binding resolution regarding the compensation of named executive officers for 2025 (say on pay);
3						Ratify the appointment of KPMG LLP as the Company’s independent auditor for fiscal year 2026; and
4						Transact any other business that may properly come before the meeting or any adjournment thereof.

Holders of record of the Company’s Common Stock as of the close of business on March 27, 2026, are entitled to notice of, and to vote at, the annual meeting. This proxy statement is first being mailed to Kinetik stockholders on or about April 8, 2026.

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 19, 2026. This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available free of charge on the Company’s website at www.kinetik.com.

By order of the Board of Directors,

Lindsay Ellis

General Counsel, Chief Compliance Officer and Corporate Secretary, Kinetik Holdings Inc.
Houston, Texas, April 8, 2026

Table of Contents


Proxy Statement Summary		1
Proposal 1. Election of Directors	General Information	2
	Board Composition	3
	Nominees for Election as Directors	5
	Vote Required	11
Corporate Governance	Board Leadership Structure and Role in Risk Oversight	12
	Director Service on Other Boards	14
	Director Independence	14
	Reporting of Concerns to Independent Directors	14
	Standing Committees and Meetings of the Board	15
	Audit Committee	15
	Compensation Committee	16
	Governance and Sustainability Committee	17
	Committee Charters	18
	Board and Committee Evaluations	18
	Report of the Audit Committee	18
	Insider Trading Policy	19
	Anti-Hedging and Pledging Policy	19
	Sustainability	19
Securities Ownership and Principal Holders		22

Policies with Respect to Related Party Transactions	Related Persons Transactions Policy	24
	Certain Business Relationships and Transactions	24
	Transactions Entered Into in Connection With the Transactions	25
Information About Our Executive Officers		26
Executive Compensation	Compensation Discussion and Analysis	29
	Report of the Compensation Committee	43
	Executive Compensation Tables	44

Proposal 2. Advisory Vote to Approve Named Executive Officer Compensation	General Information	63


	Vote Required	64



Proposal 3. Ratification of the Appointment of Independent Auditor	General Information	65


	Vote Required	66

Voting and Other Information	Who Is Paying the Solicitation Cost	67
	Notice of Internet Availability of Proxy Materials	67
	Virtual Meeting Admission	67
	Voting	68
	Revoking a Proxy	69
	Quorum	69
	Votes Needed	69
	Who Counts the Votes	70
	Future Stockholder Proposals and Director Nominations	70
	Proposals for Inclusion in Next Year’s Proxy Statement	70
	Proposals and Director Nominations for Presentation at Next Year’s Annual Meeting	70
	Stockholders with the Same Last Name and Address	71
	Solicitation of Proxies	71

Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

At a Glance

Company Overview



			Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast midstream C‑corporation operating in the Delaware Basin, providing comprehensive gathering, transportation, compression, processing, and treating services for companies that produce natural gas, natural gas liquids, crude oil and water. With over 2.4 billion cubic feet per day of gas processing capacity, Kinetik is a best-in-class service provider in the Delaware Basin with a strong track record of industry leading volume growth.
			★ Kinetik Plant ■ Serviced Acreage			■ Northwest Shelf ■ Delaware Basin

Company Stats

>2.4 Bcfpd

Gas Processing Capacity

Processing Complexes in TX & NM

~5,000 Miles

Operated Pipelines

~1.4MM

Serviced Acres

90+

Producer Customers

2025 Highlights

1.79 Bcfpd

Average Gas Processed Volumes

$988MM

Adjusted EBITDA

$3.12 per share

Cash Dividends Declared

$176MM

Class A Common Stock Repurchased

Proxy Statement Summary

General

This proxy statement contains information about the 2026 annual meeting of stockholders of Kinetik Holdings Inc., a Delaware corporation (“Kinetik,” the “Company,” “our,” “us,” or “we”). This proxy statement and the enclosed proxy card are being made available to you by the Company’s Board of Directors (the “Board”) starting on or about April 8, 2026.

Voting Matters and Board Recommendation

At the Company’s annual meeting, stockholders will vote on the following matters:


Items of Business		Board Vote Recommendation
1	Proposal 1: Election of the 10 directors named in this proxy statement		FOR all nominees (pg. 2)
2	Proposal 2: Approval of a non-binding resolution regarding the compensation of named executive officers (“NEOs”) for 2025 (say on pay)		FOR (pg. 63)
3	Proposal 3: Ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent auditor for fiscal year 2026		FOR (pg. 65)



			Additional Information
						Time and Date: 10:00 a.m. Central Time May 19, 2026
						Place: Virtual meeting via live webcast, accessible at: www.virtualshareholder meeting.com/KNTK2026
						Record Date: March 27, 2026
						Voting: Stockholders as of the record date are entitled to vote



			Voting Methods
						Internet (pre-meeting): www.proxyvote.com
						Phone: Call toll-free 1-800-690-6903
						Mail: Sign, date, and mail your proxy card in the envelope provided
						At the Virtual Meeting: Attend the virtual Annual Meeting as an authenticated shareholder and cast your vote


Kinetik Holdings Inc.			1			2026 Proxy Statement

Proposal 1.
Election of Directors

General Information

The current terms of directors Deborah L. Byers, David I. Foley, Michael Kumar, D. Mark Leland, Kevin S. McCarthy, John-Paul (JP) Munfa, William Ordemann, Karen Putterman, Laura A. Sugg and Jamie Welch will expire at the annual meeting. Each of the current directors has been recommended by the Company’s Governance and Sustainability Committee (“Governance Committee”) and nominated by the Board for election by the stockholders to a one-year term. If elected, all nominees will serve beginning upon their election until their respective successors shall have been duly elected and qualified at the annual meeting of stockholders in 2027.

Pursuant to the amended and restated stockholders agreement (the “Stockholders Agreement”), dated as of October 21, 2021 and effective as of February 22, 2022, with Altus Midstream Company (now known as the Company), APA Corporation (“Apache”), Apache Midstream LLC (“Apache Midstream”), New BCP Raptor Holdco, LLC (“Contributor”), BX Permian Pipeline Aggregator LP (“BX Permian”), BCP Raptor Aggregator, L.P. (“BX Aggregator” and together with BX Permian, the “BX Holders”), Buzzard Midstream LLC (“ISQ”), and for the limited purposes set forth therein, BCP Raptor Holdco, LP (“BCP”), Blackstone (as defined in the Stockholders Agreement) and I Squared (as defined in the Stockholders Agreement) are each entitled to designate directors to the Board based on their and their affiliates’ ownership of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class C common stock, par value $0.0001 per share (“Class C Common Stock” and, together with Class A Common Stock, “Common Stock”) as follows:



	Ownership Threshold	Number of Directors

	30% or more	3
Blackstone	20% or more (but less than 30%)	2
	10% or more (but less than 20%)	1
I Squared	20% or more	2
	10% or more (but less than 20%)	1

As of as of March 17, 2026, I Squared and its affiliates own approximately 11.4% of our outstanding Common Stock. As such, I Squared may nominate one director for election at the annual meeting, and it has nominated Michael Kumar. As of March 17, 2026, Blackstone and its affiliates own approximately 47.7% of our outstanding Common Stock. As such, Blackstone may nominate three directors for election at the annual meeting, and it has nominated David I. Foley, JP Munfa and Karen Putterman. In addition, our Board has nominated each of Deborah L. Byers, D. Mark Leland, Kevin S. McCarthy, William Ordemann, Laura A. Sugg and Jamie Welch for election at the annual meeting.

Unless otherwise instructed, all proxies will be voted in favor of these nominees. If one or more of the nominees is unwilling or unable to serve, the proxies will be voted only for the remaining named nominees. Proxies cannot be voted for more than 10 nominees. Each director nominee has consented to be named in this proxy statement, and the Board knows of no nominee for director who is unwilling or unable to serve.


Kinetik Holdings Inc.			2			2026 Proxy Statement

Board Composition

Each year, our Governance Committee will review, with the Board, the appropriate characteristics, skills and experience required for the Board as a whole and for its individual members. In evaluating the suitability of individual candidates, our Governance Committee may consider factors including, without limitation, an individual’s judgment, background, experiences, independence under applicable standards, experiences with businesses and other organizations of comparable size, the interplay of the individual’s experiences with the experience of other directors, and the extent to which the individual would be a desirable addition to the Board and any committees of the Board.


Kinetik Holdings Inc.			3			2026 Proxy Statement

The matrix below outlines the wide range of skills and expertise represented on the Company’s Board:

Knowledge, Skills and Experience

Deborah Byers

David Foley

Michael Kumar

Kevin McCarthy

Mark Leland

JP Munfa

William Ordemann

Karen Putterman

Laura Sugg

Jamie Welch

Public Company Board Experience / Governance

Experience serving as a public company director; demonstrated understanding of current corporate governance standards & best practices in public companies.

Senior Leadership Experience

“C-Suite” experience with a public company or senior leadership experience within a large/complex organization.

M&A / Business Development

Experience evaluating, structuring, & executing business combinations, key acquisitions & large capital projects & developing long-term commercial strategies.

Finance / Capital Management

Understanding of financial statements & performance, financial strategy, & capital markets.

SEC Form DEF 14A filed by Kinetik Holdings Inc.