UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 31, 2026, (the “Closing Date”), Kinetik Holdings LP, a Delaware limited partnership (“Kinetik LP”), which is a subsidiary of Kinetik Holdings Inc., a Delaware corporation (the “Company”), entered into an amendment (“Amendment No. 2 to the A/R Facility”) to their accounts receivable securitization facility dated April 2, 2024 and as amended by that certain Amendment No. 1 to Receivables Purchase Agreement, dated as of April 1, 2025 (the “A/R Facility” and as amended, the “Amended A/R Facility”) to, among other things, extend the scheduled termination date.
The documentation for the Amended A/R Facility includes a Receivables Purchase Agreement dated as of April 2, 2024 and as amended by that certain Amendment No. 1 to Receivables Purchase Agreement, dated as of April 1, 2025 (the “Receivables Purchase Agreement”) by and among Kinetik Receivables LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary of Kinetik LP, as the seller (the “Seller”), Kinetik LP, as the servicer (the “Servicer”), the persons from time to time party thereto as purchasers (the “Purchasers”), PNC Bank, National Association, as administrative agent (“PNC” or “Administrative Agent”), and PNC Capital Markets LLC, as structuring agent, as amended by Amendment No. 2 to Receivables Purchase Agreement dated as of March 31, 2026 (“Amendment No. 2 to Receivables Purchase Agreement”) by and among Seller, Servicer, Administrative Agent and the purchasers party thereto.
Pursuant to Amendment No. 2 to Receivables Purchase Agreement, the scheduled termination date of the A/R Facility was extended to March 30, 2027. In addition, Amendment No. 2 to Receivables Purchase Agreement reduced the facility limit to $225,000,000 and added the ability for Seller to request an increase in the facility limit up to $275,000,000.
The foregoing description of the Amendment No. 2 to Receivables Purchase Agreement is qualified in its entirety by reference to the full and complete terms of the Amendment No. 2 to the Receivables Purchase Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Amendment No. 2 to Receivables Purchase Agreement, dated March 31, 2026 by and among Kinetik Receivables LLC, as the seller, PNC Bank, National Association, as the administrative agent, Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., as the servicer, and the purchasers party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 3, 2026
| KINETIK HOLDINGS INC. | ||
| By: | /s/ Lindsay Ellis | |
| Name: | Lindsay Ellis | |
| Title: | General Counsel, Chief Compliance Officer and Corporate Secretary | |
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