SCHEDULE: Kinetik Holdings: ISQ Fund Reduces Stake, Loses Board Seat

ISQ Global Fund II GP LLC and its affiliates have reduced their beneficial ownership in Kinetik Holdings Inc. to below 10%, triggering the termination of their stock and voting agreements and the loss of their board designation rights.

Summary

• ISQ Global Fund II GP LLC, along with its affiliates I Squared Capital, LLC, ISQ Holdings, LLC, Wahba Sadek, and Gautam Bhandari, have filed an amendment to their Schedule 13D regarding Kinetik Holdings Inc.
• As of September 17, 2026, the reporting persons' beneficial ownership of Kinetik Holdings Inc. Class A Common Stock has fallen below 10% of the aggregate outstanding shares.
• This reduction in ownership has resulted in the automatic termination of the Amended and Restated Stockholders Agreement (A&R SHA) and the Voting Agreement as they pertain to ISQ.
• Consequently, ISQ no longer has the right to designate directors to Kinetik's Board of Directors.
• The reporting persons' beneficial ownership now stands at 17,618,164 shares, representing approximately 18.4% of the Class A Common Stock outstanding, calculated to include 448,273 shares of Class A Common Stock, 15,569,492 Common Units and paired Class C Common Stock redeemable for Class A, and 1,600,399 shares issuable under the Contribution Allocation Agreement.
• The filing details transactions where the reporting persons sold a significant number of shares between August 20, 2026, and September 21, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the significant reduction in beneficial ownership and the termination of key governance agreements, indicating a potential shift in strategic alignment or a response to market conditions.

Negatives

• ISQ Global Fund II GP LLC and its affiliates have reduced their beneficial ownership in Kinetik Holdings Inc. to below 10% of the aggregate outstanding shares.
• The reduction in ownership has led to the automatic termination of the Amended and Restated Stockholders Agreement and the Voting Agreement for ISQ.
• ISQ has lost its right to designate directors to Kinetik's Board of Directors.
• Significant sales of Class A Common Stock occurred between August 20, 2026, and September 21, 2026, totaling 400,000+ shares.

Risks

• The termination of governance agreements and loss of board representation could signal a reduced strategic influence or a change in the relationship between ISQ and Kinetik Holdings.
• Continued sales of shares by ISQ could exert downward pressure on Kinetik's stock price.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Kinetik Holdings Inc. It primarily details changes in beneficial ownership and governance agreements related to ISQ.

Industry Context

StockSavvy.ai notes that significant shifts in beneficial ownership by major investment funds, especially those with prior governance rights, can signal strategic re-evaluations or responses to market performance. The termination of a stockholders agreement and voting agreement often precedes a change in a fund's investment thesis or a realization of its investment objectives.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders may see increased share sales from ISQ, potentially impacting stock price.
• The reduction in ISQ's influence could alter board dynamics and strategic decision-making at Kinetik Holdings.

Next Steps

• ISQ Global Fund II GP LLC and its affiliates will continue to hold their remaining shares of Kinetik Holdings Inc. Class A Common Stock.
• Kinetik Holdings Inc. will operate without ISQ's board designation rights.
• Further transactions by ISQ will be reported as required by SEC regulations.

Key Dates

Recommendation

The filing indicates a significant reduction in ownership and loss of governance rights by a major shareholder, which is a negative development. However, the remaining stake is still substantial (18.4%), and the company's operational performance is not detailed here. Therefore, a 'hold' recommendation is appropriate pending further information on Kinetik's underlying business and ISQ's future intentions.

Keywords

Kinetik Holdings, Schedule 13D, ISQ Global Fund II GP LLC, Beneficial Ownership, Stockholders Agreement, Voting Agreement, Director Designation, Class A Common Stock