ISQ Holdings, LLC 4
4 · Kinetik Holdings Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Kinetik (KNTK) 10% Owner ISQ Global Fund II GP Sells 4M Shares
What Happened
- ISQ Global Fund II GP (reported as a 10% owner via its indirect interest in Buzzard Midstream LLC) reported conversions of derivative securities and an open-market sale. The filing shows 4,000,000 shares were converted and 4,000,000 shares were sold in the open market on Feb 26, 2026 at $44.85 per share, generating proceeds of $179,400,000. The filing also lists a related derivative conversion/disposition of 4,000,000 shares shown at $0 (see footnotes for structure details).
- This is a sale (liquidity event) by an institutional owner, not an individual executive purchase.
Key Details
- Transaction date: February 26, 2026. Open-market sale price: $44.85 per share; sale proceeds: $179,400,000.
- Reported transactions include conversions of derivative securities (labeled "C") and an open-market sale ("S").
- Shares owned after the transaction: not specified in the Form 4; securities are held indirectly by Buzzard Midstream LLC and voting/investment power is exercised by ISQ Global Fund II GP (see footnote F3).
- Notable footnotes:
- F1/F2: Securities relate to Kinetik Holdings Units (partnership common units paired with Class C common stock) issued under a prior contribution agreement; partner redemption and pairing/cancellation mechanics apply.
- F3: The securities are directly held by Buzzard Midstream LLC; ISQ Global Fund II GP is the general partner exercising control and I Squared Capital and ISQ Holdings are in the ownership chain. Individual members disclaim beneficial ownership except for pecuniary interest.
- Filing timeliness: Transaction date 2/26/2026; Form 4 filed 3/2/2026. The filing date matches the required reporting window and no late filing is indicated.
Context
- This filing reflects institutional disposition of shares tied to partnership/common-stock mechanics (conversions and possible cancellations/redemptions), not a typical insider purchase or option exercise by an executive. For retail investors, sales by large, non-executive holders can be routine liquidity or structural (related to conversions/redemptions) rather than a direct statement on company prospects.
- The derivative entries indicate conversions of partnership-related securities rather than standard option exercises; consult the footnotes for the agreement and pairing/redemption terms.
Insider Transaction Report
Form 4
ISQ Global Fund II GP LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1][F2][F3]2026-02-26+4,000,000→ 4,000,001 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
[F3]2026-02-26$44.85/sh−4,000,000$179,400,000→ 1 total(indirect: See Explanation of Responses) - Conversion
Kinetik Holdings Units
[F1][F2][F3]2026-02-26−4,000,000→ 18,569,492 total(indirect: See Explanation of Responses)→ Class A Common Stock (4,000,000 underlying)
Footnotes (3)
- [F1]Securities issued pursuant to and in connection with a contribution agreement (the "Contribution Agreement"), dated October 21, 2021, by and among Kinetik Holdings Inc., a Delaware corporation (f/k/a Altus Midstream Company, the "Issuer"), Kinetik Holdings LP, a Delaware limited partnership (f/k/a Altus Midstream LP, the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership, and New BCP Raptor Holdco, LLC, a Delaware limited liability company.
- [F2]The term "Kinetik Holdings Units" is used herein to represent common units representing limited partnership interests in the Partnership ("Partnership Common Units") and an equal number of paired shares of Class C Common Stock of the Issuer. The terms of the Third Amended and Restated Agreement of Limited Partnership of the Partnership provide that each holder of Partnership Common Units (other than the Issuer) generally has the right to cause the Partnership to redeem all or a portion of its Partnership Common Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer or, at the Partnership's election, an equivalent amount of cash. In connection with any redemption of Partnership Common Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The Partnership Common Units and the right to exercise the Redemption Right have no expiration date.
- [F3]The securities are directly held by Buzzard Midstream LLC. ISQ Global Fund II GP, LLC ("Fund II GP") is the general partner of the members of the indirect owners of Buzzard Midstream LLC and, in such capacity, exercises voting and investment power over the securities directly held by Buzzard Midstream LLC. I Squared Capital, LLC ("I Squared Capital") is the sole member of Fund II GP. ISQ Holdings, LLC ("ISQ Holdings") is the managing member of I Squared Capital. Each of Sadek Wahba and Gautam Bhandari is a member of ISQ Holdings and disclaims beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein.