UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On June 23, 2026, the Board of Directors (the "Board") of Kinetik Holdings Inc. (the "Company") appointed Craig Harris to serve as director of the Company, effective immediately. In connection with Mr. Harris's appointment, the Board increased the size of the Board from ten (10) directors to eleven (11) directors, effective immediately.
As a non-employee and non-affiliate director of the Board, Mr. Harris will receive standard cash and equity compensation for non-employee directors serving on the Board and the Board’s committee(s), if any, in accordance with the Company’s policies, prorated for his service until the Company’s 2027 Annual Meeting of Stockholders.
Mr. Harris is not a party to any arrangements or understandings with any other persons pursuant to which he was selected as a director of the Board. Mr. Harris has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Harris will enter into the standard form indemnification agreement with the Company that the Company has entered into with each of its other directors and officers. The agreement requires the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description of the indemnification agreement is a summary only and is subject to, and qualified in its entirety by reference to, the form of indemnification agreement, a copy of which is filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 28, 2022 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On June 24, 2026, the Company issued a press release announcing Mr. Harris's appointment to the Board. 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. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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.
| Kinetik Holdings Inc. | |||||||||||
| Dated: | June 25, 2026 | /s/ Lindsay Ellis | |||||||||
| Lindsay Ellis | |||||||||||
| General Counsel, Secretary and Chief Compliance Officer | |||||||||||
