SCHEDULE 13G/A 0001140361-24-032505 0000895421 XXXXXXXX LIVE 1 Class A Common Stock, $0.0001 par value per share 06/24/2024 0001692787 Kinetik Holdings Inc. 02215L209 2700 Post Oak Blvd. Suite 300 Houston TX 77056 Rule 13d-1(c) MORGAN STANLEY DE 0 115625 0 253506 253506 N 0.4 CO HC On July 5, 2024, the Reporting Persons (as defined herein) filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock (the "Class C Common Stock") and an equal number of paired common units representing limited partner interests (the "Common Units" and, together with the Class C Common Stock, "Paired Interests") of Kinetik Holdings, LP, a subsidiary of the Issuer (the "Partnership"), held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock (the "Class A Common Stock") on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), for the Class A Common Stock. MS Capital Partners Adviser Inc DE 0 0 0 0 0 N 0 CO On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock and an equal number of Common Units of the Partnership held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock. MS Energy Partners GP LP E9 0 0 0 0 0 N 0 PN On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock and an equal number of Common Units of the Partnership held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock. Durango Investment Holdings LLC DE 0 0 0 0 0 N 0 HC On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock and an equal number of Common Units of the Partnership held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock. Durango Midstream LLC CO 0 0 0 0 0 N 0 OO On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock and an equal number of Common Units of the Partnership held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock. Kinetik Holdings Inc. 2700 Post Oak Blvd., Suite 300, Houston, Texas, 77056 This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Morgan Stanley; ii) MS Capital Partners Adviser Inc. ("MS Capital"); iii) MS Energy Partners GP LP ("MS Energy"); iv) Durango Investment Holdings LLC ("Durango Holdings"); and v) Durango Midstream LLC ("Durango Midstream"). Durango Midstream is a wholly-owned subsidiary of Durango Holdings. Durango Holdings is ultimately owned by various investment vehicles that are managed by MS Capital and for which MS Energy serves as general partner. Morgan Stanley is the ultimate parent of MS Capital. The address of the principal business office of each of the Reporting Persons is 1585 Broadway, New York, NY 10036. i) Morgan Stanley is a Delaware corporation; ii) MS Capital is a Delaware corporation; iii) MS Energy is a Cayman Islands limited partnership; iv) Durango Holdings is a Delaware limited liability company; and v) Durango Midstream is a Colorado limited liability company. Y On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of 3,840,246 Paired Interests held directly by Durango Midstream, which may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock. The amount and percentage of Class A Common Stock reported as beneficially owned by Morgan Stanley in this Schedule 13G amendment represents the amount and percentage of Class A Common Stock that Morgan Stanley beneficially owned as of June 24, 2024, which was the Date of Event of the original Schedule 13G. Morgan Stanley: 0.4% MS Capital: 0.0% MS Energy: 0.0% Durango Holdings: 0.0% Durango Midstream: 0.0% Morgan Stanley: 0 MS Capital: 0 MS Energy: 0 Durango Holdings: 0 Durango Midstream: 0 Morgan Stanley: 115,625 MS Capital: 0 MS Energy: 0 Durango Holdings: 0 Durango Midstream: 0 Morgan Stanley: 0 MS Capital: 0 MS Energy: 0 Durango Holdings: 0 Durango Midstream: 0 Morgan Stanley: 253,506 MS Capital: 0 MS Energy: 0 Durango Holdings: 0 Durango Midstream: 0 N Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 99.1: Joint Filing Agreement, dated May 6, 2025 MORGAN STANLEY /s/ Mustafa Salehbhai 05/06/2025 MS Capital Partners Adviser Inc /s/ David Cook 05/06/2025 MS Energy Partners GP LP /s/ David Cook 05/06/2025 Durango Investment Holdings LLC /s/ David Cook 05/06/2025 Durango Midstream LLC /s/ David Cook 05/06/2025