false 0001692787 0001692787 2024-09-30 2024-09-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 30, 2024

 

 

Kinetik Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-38048   81-4675947
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification Number)

 

2700 Post Oak Blvd., Suite 300

Houston, Texas

   77056
(Address of Principal Executive Offices)   (Zip Code)

(713) 621-7330

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Class A Common Stock, par value $0.0001 per share   KNTK   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02  Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 30, 2024, Todd Carpenter, General Counsel and Chief Compliance Officer of Kinetik Holdings Inc. (the “Company”), informed the Company of his intent to retire effective February 28, 2025.

Item 7.01  Regulation FD Disclosure.

On September 30, 2024, the Company issued a press release announcing Mr. Carpenter’s retirement. A copy of the Company’s press release is attached hereto and furnished as Exhibit 99.1 and is incorporated in this report by reference.

The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01  Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

  99.1    Press Release, dated September 30, 2024, issued by Kinetik Holdings Inc. (furnished solely for purposes of Item 7.01 of this Form 8-K).
104      Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

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: September 30, 2024

 

KINETIK HOLDINGS INC.
By:  

/s/ Todd Carpenter

Name:   Todd Carpenter
Title:   General Counsel, Assistant Secretary and Chief
Compliance Officer

 

3

Exhibit 99.1

 

LOGO

NEWS RELEASE

Kinetik Announces General Counsel to Retire

HOUSTON and MIDLAND, Texas, September 30, 2024 – Kinetik Holdings Inc. (NYSE: KNTK) (“Kinetik” or the “Company”) today announced Todd Carpenter, General Counsel and Chief Compliance Officer, informed Kinetik of his intent to retire from the Company effective February 28, 2025. Mr. Carpenter will continue his current day-to-day responsibilities and ensure a seamless transition. Following his retirement, he will provide ongoing support to the Company. Kinetik has commenced an internal and external search for Mr. Carpenter’s successor and will make an announcement in due course.

“Todd’s decision marks the end of an exceptional and distinguished almost 40-year legal career,” said Jamie Welch, Kinetik’s President & Chief Executive Officer. “Todd has been a tremendous asset to the Kinetik team, and I would like to thank him for his counsel and friendship to me and his dedicated service and leadership to Kinetik over the past seven years.”

About Kinetik Holdings Inc.

Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast midstream C-corporation operating in the Delaware Basin. Kinetik is headquartered in Houston and Midland, Texas. Kinetik provides comprehensive gathering, transportation, compression, processing and treating services for companies that produce natural gas, natural gas liquids, crude oil and water. Kinetik posts announcements, operational updates, investor information and press releases on its website, www.kinetik.com.

Forward-Looking Statements

This news release may include certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that are difficult to predict and many of which are beyond management’s control. These risks and assumptions are described in Kinetik’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K and other reports. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date made, and Kinetik assumes no obligation to update these forward-looking statements.

Contacts

 

Kinetik Investors:    (713) 574-4743    Alex Durkee

Website:

   

www.kinetik.com

GC RETIREMENT — PAGE 2 of 2

-end-

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