Kinder Morgan (KMI) 10-K risk factor changes: FY2025 vs FY2024

Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash [removed: flows] [added: flows,] and results of operations.

Our pipelines, [removed: terminals] [added: terminals,] and other assets and facilities, including the availability of expansion opportunities, depend in part on continued production of natural gas, crude [removed: oil] [added: oil,] and other products in the geographic areas that they serve.

Producers in areas served by us may not be successful in exploring for and developing additional [removed: reserves] [added: reserves,] or their costs of doing so may become uneconomic.

Commodity prices and tax incentives may not remain at levels that encourage producers to explore for and develop additional reserves, produce existing marginal [removed: reserves] [added: reserves,] or renew transportation contracts as they expire.

Our business also depends in part on the levels of demand for natural gas, crude oil, NGL, refined petroleum products, CO2, steel, [removed: chemicals] [added: chemicals,] and other products in the geographic areas to which our pipelines, terminals, shipping [removed: vessels] [added: vessels,] and other facilities deliver or provide service, and the ability and willingness of our shippers and other customers to supply such demand.

Decreases in the supply of or demand for natural gas, crude [removed: oil] [added: oil,] and other products could adversely impact the utilization of our assets.

Conditions in the business environment generally, such as declining or sustained low commodity prices, supply disruptions, or higher development or production costs, could result in a slowing of supply to our pipelines, [removed: terminals] [added: terminals,] and other assets.

[removed: policies,] [added: Also, sustained lower demand for hydrocarbons, or changes in the regulatory environment or applicable government policies and priorities,] including in relation to climate change or other environmental concerns, may have a negative impact on the supply of crude oil and other products.

[removed: Public] [added: In recent years, public] concern about the potential risks posed by climate change has resulted in increased demand for energy efficiency and a transition to energy provided from renewable energy sources rather than fossil fuels, fuel-efficient alternatives such as hybrid and electric vehicles, and pursuit of other technologies to reduce GHG emissions, such as carbon capture and sequestration.

Each of the foregoing supply and demand issues could negatively impact our business directly, as well as our shippers and other customers, which in turn could negatively impact our prospects for new contracts for transportation, [removed: terminaling] [added: terminaling,] or other midstream services, or renewals of existing contracts or the ability of our customers and shippers to honor their contractual commitments.

We cannot predict the impact of future economic conditions, fuel conservation measures, alternative fuel requirements, governmental [removed: regulation] [added: regulation,] and/or tax incentives or technological advances in fuel economy and energy generation devices, all of which could reduce the production of and/or demand for the products we handle.

Our ability to begin and complete expansion and new-build projects may be inhibited by difficulties in obtaining permits and rights-of-way, public opposition, increases in costs of construction materials, cost overruns, inclement [removed: weather] [added: weather,] and other delays.

[removed: New growth] [added: These] projects generally will be subject to, among other things, the receipt of regulatory approvals, feasibility and cost analyses, funding availability, industry, market and demand conditions, and environmental [removed: justice] considerations.

Federal regulators may also expand existing regulatory requirements, such as PHMSA’s [removed: recent] [added: 2021] expansion of gas gathering pipeline regulation and the Congressional mandate under the Pipeline Safety Act that PHMSA regulate the transportation of gaseous CO2.

See “—*We are subject to reputational risks and risks relating to public opinion.*” Inclement weather, natural [removed: disasters] [added: disasters,] and delays in performance by third-party contractors have also resulted in, and may [removed: continue to] [added: in the future] result in, increased costs or delays in construction.

In addition, we [removed: may experience] [added: have experienced] increasing costs for construction materials, including cost increases associated with increased tariffs (such as those [removed: proposed by the new] [added: discussed under “—*Changes in] U.S. [removed: presidential administration).][added: trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations.*”) and may continue to experience such cost impacts.]

Significant increases in costs of construction materials, cost overruns or delays, or our inability to obtain a required permit or right-of-way, could have a material adverse effect on our return on investment, results of [removed: operations] [added: operations,] and cash flows, and could result in project cancellations or otherwise limit our ability to pursue growth opportunities.

Any current or future pipeline system or other form of transportation (such as barge, [removed: rail] [added: rail,] or truck) that delivers the products we handle into the areas that our pipelines serve could offer transportation services that are more desirable to shippers than those we provide because of price, location, [removed: facilities] [added: facilities,] or other factors.

[removed: If capacity on our assets remains unused, our ability to re-contract] [added: contract] for expiring capacity at favorable rates or otherwise retain existing customers could be impaired.

*The volatility of crude oil, [removed: NGL] [added: NGL,] and natural gas prices could adversely affect our business.*

The revenues, cash flows, [removed: profitability] [added: profitability,] and future growth of some of our businesses (and the carrying values of certain of their respective assets, which include related goodwill) depend to a large degree on prevailing crude oil, [removed: NGL] [added: NGL,] and natural gas prices.

Prices for crude oil, [removed: NGL] [added: NGL,] and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for crude oil, [removed: NGL] [added: NGL,] and natural gas, uncertainties within the market and a variety of other factors beyond our control.

Sharp declines in the prices of crude oil, [removed: NGL] [added: NGL,] or natural gas, or a prolonged unfavorable price environment, may result in a commensurate reduction in our revenues, [removed: income] [added: income,] and cash flows from our businesses that produce, process, or purchase and sell crude oil, NGL, or natural gas, and could have a material adverse effect on the carrying value (which includes assigned goodwill) of our CO2 business segment’s proved reserves, [added: and to a lesser extent,] certain assets in certain midstream businesses within our Natural Gas Pipelines business [removed: segment,] [added: segment] and certain assets within our Products Pipelines business segment.

There are a variety of hazards and operating risks inherent to the transportation and storage of the products we handle, such as leaks; releases; the breakdown, underperformance or failure of equipment, facilities, information [removed: systems] [added: systems,] or processes; damage to our pipelines caused by third-party construction; the compromise of information and control systems; spills at terminals and hubs; spills associated with loading and unloading harmful substances at rail facilities; adverse sea conditions (including storms and rising sea levels) and releases or spills from our shipping vessels or vessels loaded at our marine terminals; operator error; labor disputes/work stoppages; disputes with interconnected facilities and carriers; operational disruptions or apportionment on third-party systems or refineries on which our assets depend; and catastrophic events or natural disasters such as fires, floods, explosions, earthquakes, acts of terrorists and saboteurs, cyber security breaches, and other similar events, many of which are beyond our control.

Additional risks to our vessels include capsizing, [removed: grounding] [added: collision, allision, grounding,] and navigation errors.

[added: For example, the] global economic downturn caused by the coronavirus pandemic in 2020 affected numerous industries, including the crude oil and gas industry, the steel [removed: industry] [added: industry,] and specific segments and markets in which we operate, resulting in reduced demand and increased price competition for our products and services.

More recently, we may see increasing market uncertainty and volatility due to [removed: possible] shifts in U.S. and foreign trade, [removed: economic] [added: economic,] and other [removed: policies following the recent change in U.S. presidential administration.][added: policies.]

See “*—Financial distress experienced by our customers or other counterparties could have an adverse impact on us in the event they are unable to pay us for the products or services we provide or otherwise fulfill their obligations to us.*” In addition, decreases in the prices of crude oil, [removed: NGL] [added: NGL,] and natural gas are likely to have a negative impact on our operating results and cash flow.

See “*—The volatility of crude oil, [removed: NGL] [added: NGL,] and natural gas prices could adversely affect our business.”*

If economic and market conditions (including volatility in commodity markets) globally, in the [removed: U.S.] [added: U.S.,] or in other key markets become more volatile or deteriorate, we may experience material impacts on our business, financial [removed: condition] [added: condition,] and results of operations.

Our counterparties are subject to their own operating, market, [removed: financial] [added: financial,] and regulatory risks, and some have experienced, are experiencing, or may experience in the future, severe financial problems that have had or may have a significant impact on their creditworthiness.

Significant customer and other counterparty defaults and bankruptcy filings could have a material adverse effect on our business, financial position, results of [removed: operations] [added: operations,] or cash flows.

Our business, [removed: operations] [added: operations,] or financial condition generally may be negatively impacted as a result of negative public opinion towards our industry sector, the products we handle, or us specifically.

We believe that reputational risk cannot be managed in isolation from other forms of risk and that credit, market, operational, insurance, [removed: regulatory] [added: regulatory,] and legal risks, among others, must all be managed effectively to safeguard our reputation.

Our reputation and public opinion could also be impacted by the actions and activities of other companies operating in the [removed: energy industry, particularly other energy infrastructure providers, over which we have no control.]

Negative impacts from a compromised reputation or changes in public opinion (including with respect to the production, [removed: transportation] [added: transportation,] and use of hydrocarbons generally) could include increased [added: regulatory oversight and costs, difficulty obtaining rights-of-way and delays in obtaining, or challenges to, regulatory approvals with respect to growth projects, blockades, project cancellations, difficulty securing financing, revenue loss, reduction in customer base, and decreased value of our securities and our business.]

We engage in hedging arrangements to reduce our direct exposure to fluctuations in the prices of crude oil, natural [removed: gas] [added: gas,] and NGL, including differentials between regional markets.

In addition, these hedging arrangements may limit the benefit we would otherwise receive from increases in prices for crude oil, natural [removed: gas] [added: gas,] and NGL.

*A breach of information security or the failure of one or more key IT or operational (OT) systems, or those of third parties, may adversely affect our business, results of [removed: operations] [added: operations,] or business reputation.*

The various uses of these systems, [removed: networks] [added: networks,] and services include, but are not limited to, controlling our pipelines and terminals with industrial control systems, collecting and storing information and data, processing transactions, and handling other processes necessary to manage our business.

If capacity on our assets remains unused, our ability to re-

See “—*Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations*.”

energy industry, particularly other energy infrastructure providers, over which we have no control.

A significant failure,

erosion.

Changes in the policy priorities of federal, state, and local authorities create a dynamic regulatory landscape—where, for example, federal priorities may ease while state and local requirements become more stringent—resulting in compliance complexity and potential cost increases.

Future administrations, court decisions, or state-level initiatives could reverse or tighten standards or result in enhanced requirements, creating uncertainty and volatility in compliance obligations and costs.

For example, with respect to our products pipelines, the FERC resets the ceiling level calculation formula every five years, and the five-year review is typically the

subject of litigation between liquids pipelines, their customers, and industry groups.

Changes in the index formula used to calculate ceiling levels would impact the revenues we receive from FERC-jurisdictional service.

While policy shifts under the current U.S. presidential administration have generally emphasized support for domestic energy production and have reduced certain environmental regulatory burdens at the federal level, these changes introduce their own uncertainties.

Deregulatory actions at the federal level, such as the EPA’s rescission of its previous endangerment finding relating to GHGs announced on February 12, 2026, are likely to be subject to legal challenges.

Also, as the U.S. federal government has taken some steps to relax regulatory requirements, some states have adopted new laws and regulations.

Many states have adopted policies related to GHG emission reduction targets.

These and other expansion of U.S. state laws and regulations with potentially divergent obligations could require us to incur additional expenditures to comply with disparate obligations related to GHG emission requirements, or other reporting or safety regulations.

For example, the EPA finalized methane and volatile organic compound emissions standards in late 2023 and, although EPA priorities have shifted under the current U.S. presidential administration, several states continue to pursue aggressive climate and emissions-reduction programs, which could require us to comply with obligations that are more stringent than those imposed by the EPA.

The State of California has enacted legislation requiring climate-related disclosures, and the California Air Resources Board (CARB) has begun implementation of such legislation, which requires that certain companies doing business in California submit reporting of GHG emissions.

Moreover, political and legal challenges to existing rules, combined with evolving public expectations around environmental stewardship, add to the risk that new or reinstated regulations could materially impact our operations.

Pipeline safety regulation has

*Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations.*

Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements, or other trade restrictions imposed by the U.S. or other governments.

For example, in 2025, the U.S. government announced multiple tariffs on several foreign jurisdictions and imports into the U.S. Several of these tariff announcements have been followed by announcements of limited exemptions and temporary pauses.

These actions have caused substantial uncertainty and volatility in financial markets.

Additionally, in response to these actions, certain governments have announced retaliatory measures against the U.S. and/or are in the process of negotiating with the U.S on tariff agreements.

While the U.S. government has announced various trade deals, many such agreements are preliminary and may be subject to change.

Further, any future disagreement between the U.S. government and other countries over the implementation of trade deals or any failure to obtain required governmental approvals or otherwise reach a final agreement could result in prolonged uncertainty regarding the scope and duration of such trade actions by the U.S. government and other countries.

In August 2025, the U.S. Court of Appeals for the Federal Circuit ruled that many of the tariffs imposed under the Trump Administration exceed presidential authority and therefore are invalid, though the decision has been stayed pending U.S. Supreme Court review.

This ruling introduces additional uncertainty as to the scope and durability of existing and future tariff measures.

Our business requires access to steel and other materials to construct and maintain our pipelines.

Any imposition of or increase in tariffs on imports of steel or other materials, as well as corresponding price increases for such materials available domestically, could increase our construction costs and our costs to maintain our assets.

To the extent that we are unable to pass all or any such cost increases on to our customers, such cost increases could adversely affect our returns on investment.

Higher materials costs could also diminish our ability to develop new projects at acceptable returns, particularly during times of economic uncertainty, and limit our ability to pursue growth opportunities.

Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation, and diminished expectations for the economy, and ultimately reduced demand for our and our customers’ products and services.

Such conditions could have a material adverse impact on our business, results of operations, and cash flows.

Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms, and cost of capital.

Such adverse changes could increase our costs of capital and limit our access to external financing sources to fund acquisitions, capital projects, or refinancing of debt maturities on similar terms, which could in turn reduce our cash flows and limit our ability to pursue growth opportunities.

Changes in tariffs and trade restrictions can be announced with little or no advance notice.

The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes, tariffs, trade agreements, or policies, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate.

If we are unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on our business and results of operations.

Public attention with respect to climate matters has resulted in an overall increase in climate focused activities in recent years by interested stakeholders, including government authorities and private interest groups.

Also, sustained lower demand for hydrocarbons, or changes in the regulatory environment or applicable governmental

We have seen and may see further intensification of these trends.

For example, the

regulatory oversight and costs, difficulty obtaining rights-of-way and delays in obtaining, or challenges to, regulatory approvals with respect to growth projects, blockades, project cancellations, difficulty securing financing, revenue loss, reduction in customer base, and decreased value of our securities and our business.

In the past, governmental agencies have responded to environmental justice concerns by imposing greater scrutiny in the permit approval process and enforcement actions that could exacerbate the negative reputational impacts, and they may do so in the future.

Efforts by us and our vendors to develop,

These

*Our and our customers’ access to capital could be affected by evolving financial institutions’ policies concerning businesses linked to fossil fuels.*

Our and our customers’ access to capital could be affected by financial institutions’ evolving policies concerning businesses linked to fossil fuels.

Concerns about the potential effects of climate change have caused some to direct their attention towards sources of funding for fossil-fuel energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in such companies.

Ultimately, this could make it more difficult for our customers to secure funding for exploration and production activities or for us to secure funding for growth projects, and consequently could both indirectly affect demand for our services and directly affect our ability to fund construction or other capital projects.

Please read Note 17 “Litigation and Environmental” to our consolidated financial statements for a description of material pending challenges to the rates we charge on our pipelines.

Legislative changes, as well as regulatory actions taken by these authorities, have the potential to adversely affect our profitability.

Additional regulatory burdens and uncertainties will be created if and to the extent that more stringent energy and environmental and pipeline safety policies are enacted.

In recent years, we saw an increase in the efforts of regulatory authorities to issue new regulations and guidance and to interpret existing laws and regulations in ways that promoted the use of renewable energy sources and further protection of the environment, called upon companies to increase monitoring and emissions reduction efforts, and increased investigations and enforcement actions for potential violations of environmental laws.

For example, in December 2023, the EPA finalized a rule containing standards of performance for methane and volatile organic compound emissions from crude oil and natural gas sources, including the production, processing, and transmission and storage segments.

In addition, a certain degree of regulatory uncertainty is created by the recent change in U.S. presidential administrations.

It remains unclear specifically what the new administration may do with respect to future policies and regulations that may affect us.

These types of rules and others that are currently proposed, if finalized, would affect our assets and operations indirectly, such as by increasing the costs associated with the production of natural gas and liquids that we transport, or directly, such as by increasing significantly our capital and operating costs associated with impacted equipment or subjecting us to the potential for regulatory penalties associated with the inability to comply with the rules in the timeframe allotted.

The EPA’s final rule known as the “Good Neighbor Plan” (the Plan) was predicated on the EPA’s disapproval of numerous state implementation plans, or SIPs, submitted under the interstate transport (Good Neighbor) provisions of the Clean Air Act for the 2015 Ozone NAAQS and became effective on August 4, 2023.

The Plan imposes prescriptive emission standards for several sectors, including new and existing reciprocating internal combustion engines of a certain size used in pipeline transportation of natural gas.

The Plan’s emission standards would require installation of more stringent air pollution controls on hundreds of existing internal combustion engines used by our Natural Gas Pipelines business segment by May 1, 2026, except for any compliance schedule extensions granted by the EPA, which would need to be supported by us and approved by the EPA on an engine-by-engine basis.

Multiple legal challenges have been filed, including by states seeking review of SIP disapprovals (12 of which have received stays pending review) and by us.

On June 27, 2024, the Supreme Court granted a temporary stay of the Plan until a disposition of a review of the Plan by the U.S. Court of Appeals for the D.C. Circuit and any appeal of that decision to the Supreme Court.

See Note 17, “Litigation and Environmental—*Environmental Matters—Challenge to Federal “Good Neighbor Plan*,” to our consolidated financial statements.

On February 6, 2025, the EPA filed a motion asking the U.S. Court of Appeals for the D.C. Circuit to hold the cases in abeyance for 60 days to allow the Trump Administration time to familiarize themselves with the Plan, receive briefing from the EPA about the cases and the Plan, and decide what action on the Plan, if any, is necessary.

If the Plan were to remain in effect in its current form (including full compliance by a revised compliance deadline accounting for the stays, and assuming failure of all pending challenges to SIP disapprovals and no successful challenge to the Plan), we currently estimate that the Plan would have a material adverse impact on us.

See Item 7.

“*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Expenditures—Impact of Regulation*.” We are unable to predict whether pending legal challenges will ultimately result in changes to the Plan or how those changes, if any, would impact us.

New laws or regulations, or different

In addition, PHMSA is working on a number of proposed rulemakings, including those related to (i) updating regulations for LNG facilities; (ii) requirements for idled gas and liquid pipelines; (iii) revising requirements for transportation of CO2 in the liquid phase as well as establishing regulation of the transportation of gaseous CO2; (iv) oil spill response plans; and (v) liquid pipeline repair criteria.

Recovery of such increased costs from our customers is uncertain in all

In April 2024, the SEC voluntarily stayed the effectiveness of the new rules, pending judicial review, and on February 11, 2025, the Acting Chairman of the SEC directed the SEC staff to request that the court not schedule the case for argument to provide time for the SEC to deliberate and determine the appropriate next steps in the cases.

The State of California also has enacted legislation requiring climate-related disclosures.

trading rights for our vessels, fines or forfeiture of vessels.

“*Business and Properties—Narrative Description of Business—Business Strategy;*” (ii) a description of developments during [removed: 2024,] [added: 2025,] found in Items 1 and 2.

A comparative discussion of our [removed: 2023] [added: 2024] to [removed: 2022] [added: 2023] operating results can be found in Item 7.

“*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations*” included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] filed with the SEC on February [removed: 20, 2024.][added: 13, 2025.]

Following are [removed: acquisitions] [added: an acquisition] and [removed: divestitures] [added: a divestiture] we made during the [removed: 2024] [added: 2025] reporting period.

[removed: The] [added: | Outrigger Energy] acquisition [added: $648 million *(February 2025)* | | | Natural gas gathering and processing system in North Dakota from Outrigger Energy II LLC which] includes a 0.27 Bcf/d processing facility and a 104-mile, large-diameter, high-pressure rich gas gathering header pipeline with 0.35 Bcf/d of capacity connecting supplies from the Williston Basin area to high-demand markets. [added: | | | Natural Gas Pipelines *(Midstream)* | | |]

[removed: 2025] [added: 2026] Dividends and Discretionary Capital

We expect to declare dividends of [removed: $1.17] [added: $1.19] per share for [removed: 2025,] [added: 2026,] a 2% increase from the [removed: 2024] [added: 2025] declared dividends of [removed: $1.15] [added: $1.17] per share.

[removed: We] [added: Excluding our recently divested interest in EagleHawk, we] also expect to invest [removed: $2.3] [added: almost $3.3] billion in expansion projects and contributions to joint ventures, or discretionary capital expenditures, during [removed: 2025.][added: 2026.]

The expectations for [removed: 2025] [added: 2026] discussed above involve risks, uncertainties and assumptions, and are not guarantees of performance.

[removed: Please read] “*Information Regarding Forward-Looking Statements*” at the beginning of this report and Item 1A.

Critical accounting estimates and assumptions involve material levels of subjectivity and complex [removed: judgement] [added: judgment] to account for highly uncertain matters or matters with a high susceptibility to change, and could result in a material impact to our financial statements.

Examples of certain areas that require more judgment relative to others when preparing our consolidated financial statements and related disclosures include our use of estimates in determining (i) revenue recognition; (ii) income taxes; (iii) the economic useful lives of our assets and related [added: depreciation and] depletion rates; (iv) the fair values used in (a) assignment of the purchase price for a business acquisition, (b) calculations of possible asset and equity investment impairment charges, (c) calculation for the annual goodwill impairment test (or interim tests if triggered), and (d) recording derivative contract assets and liabilities; (v) reserves for environmental claims, legal fees, transportation rate [removed: cases] [added: cases,] and other litigation liabilities; (vi) provisions for credit losses; and (vii) exposures under contractual indemnifications.

[removed: Fair value calculated for the purpose of] [added: Impairment] testing [removed: our long-lived assets, including intangible assets, goodwill and equity method investments, for impairment] [added: requires estimating fair value, which] involves the use of significant estimates and assumptions regarding the timing and amounts of future cash inflows and outflows, [added: commodity prices,] discount rates, market [removed: prices] [added: multiples,] and asset lives, among other [removed: items.][added: items and as applicable.]

[removed: The] [added: These] estimates [removed: and assumptions] can be affected by a variety of factors, including external factors such as industry and [removed: economic trends,] [added: macroeconomic conditions,] and internal factors such as changes in our business strategy and our internal forecasts.

We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, [removed: judgments] [added: judgments,] or settlements.

Accordingly, to the extent that actual outcomes differ from our estimates, or additional facts [removed: and circumstances cause us to revise our estimates, our earnings will be affected.]

Our pension and [removed: OPEB] [added: other postretirement benefits (OPEB)] obligations and net benefit costs are primarily based on actuarial calculations.

The following sensitivity analysis shows the estimated impact of a 1% change in the primary assumptions used in our actuarial calculations associated with our pension and OPEB plans for the year ended December 31, [removed: 2024:][added: 2025:]

| Discount rates | | | | | | $ | [removed: (9)] [added: (1)] | | | | | $ | 118 | | | | | $ | — | | | | | $ | [removed: 10] [added: 9] | |

| Expected return on plan assets | | | | | | [removed: (15)] [added: (16)] | | | | | | — | | | | | | (3) | | | | | | — | | |

| Rate of compensation increase | | | | | | 2 | | | | | | [removed: (9)] [added: (10)] | | | | | | [removed: 1] [added: —] | | | | | | [removed: (5)] [added: —] | | |

| Discount rates | | | | | | [removed: 11] [added: 9] | | | | | | [removed: (137)] [added: (136)] | | | | | | — | | | | | | [removed: (11)] [added: (10)] | | |

| Expected return on plan assets | | | | | | [removed: 15] [added: 16] | | | | | | — | | | | | | 3 | | | | | | — | | |

| Rate of compensation increase | | | | | | (2) | | | | | | [removed: 8] [added: 9] | | | | | | [removed: (1)] [added: —] | | | | | | [removed: 5] [added: —] | | |

As described in further detail below, our management evaluates our performance primarily using Net income attributable to Kinder Morgan, Inc. and Segment earnings before DD&A expenses [removed: including amortization of excess cost of equity investments] (EBDA) (as presented in Note 15 “Reportable Segments”), along with the non-GAAP financial measures of Adjusted Net [added: Income Attributable to Common Stock, in the aggregate and per share, Adjusted Segment EBDA, Adjusted Net Income Attributable to Kinder Morgan, Inc., Adjusted earnings before interest, income taxes, DD&A expenses, and amortization of basis differences related to our joint ventures (previously known as amortization of excess cost of equity investments) (EBITDA), and Net Debt.]

The Consolidated Earnings Results for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] present Net income attributable to Kinder Morgan, Inc., as prepared and presented in accordance with GAAP, and Segment EBDA, which is disclosed in Note 15 “Reportable Segments” pursuant to FASB ASC 280.

Our general and administrative expenses and corporate charges include such items as unallocated employee benefits, insurance, rentals, unallocated [removed: litigation] [added: litigation,] and environmental expenses, and shared corporate services including accounting, IT, human [removed: resources] [added: resources,] and legal services.

Certain Items, as adjustments used to calculate our non-GAAP financial measures, are items that are required by GAAP to be reflected in Net income attributable to Kinder Morgan, Inc., but typically [removed: either] (i) do not have a cash impact (for example, unsettled commodity hedges and asset impairments), [removed: or] (ii) by their nature are separately identifiable from our normal business operations and in most cases are likely to occur only sporadically (for example, certain legal settlements, enactment of new tax [removed: legislation] [added: legislation,] and casualty [removed: losses).][added: losses), or (iii) align the timing of impacts from natural gas inventory hedges with the future associated physical withdrawals from inventory.]

We also include adjustments related to joint ventures (see “*—*Amounts [removed: from] [added: associated with] Joint Ventures” below).

The following table summarizes our Certain Items for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] which are also described in more detail in the footnotes to tables included in *“—Segment Earnings Results”* below.

| Income tax Certain [removed: Items(c)] [added: Items(d)] | | | [removed: (52)] [added: (2)] | | | | | | [removed: 33] [added: (52)] | | |

| [removed: Other(d)] [added: Other] | | | [removed: 7] [added: (3)] | | | | | | [removed: 45] [added: 7] | | |

| Total Certain Items(e) | | | $ | [removed: (42)] [added: (157)] | | | | | $ | [removed: 19] [added: (42)] | |

[removed: (a)Gains] [added: (a)Includes changes in fair value of unsettled derivatives, of which gains] or losses are reflected within non-GAAP financial measures when realized.

[removed: (b)2024] [added: 2024] amount represents gains of $40 million and $29 million, respectively, on divestitures of CO2 and Oklahoma midstream assets.

[removed: (c)Represents] [added: (d)Represents] the income tax provision on Certain Items plus discrete income tax items.

[removed: (e)2024] [added: (e)2025] and [removed: 2023] [added: 2024] amounts include [removed: the following amounts] [added: $13 million and $(5) million, respectively,] reported within “Interest, net” on the accompanying consolidated statements of [removed: income: $(5) million and $(7) million, respectively, of “Change in fair value] [added: income] of [removed: derivative contracts.”][added: “Risk management activities.”]

Adjusted EPS is used by us, [removed: investors] [added: investors,] and other external users of our financial statements as a per-share supplemental measure that provides decision-useful information regarding our period-over-period performance and ability to generate earnings that are core to our ongoing operations.

Adjusted Segment EBDA is calculated by adjusting segment earnings before [removed: DD&A and amortization of excess cost of equity investments,] [added: DD&A,] general and administrative expenses and corporate charges, interest expense, and income taxes (Segment EBDA) for Certain Items attributable to the segment.

We believe Adjusted Segment EBDA is a useful performance metric because it provides management, [removed: investors] [added: investors,] and other external users of our financial statements additional insight into performance trends across our business segments, our segments’ relative contributions to our consolidated [removed: performance] [added: performance,] and the ability of our segments to generate earnings on an ongoing basis.

Acquisition and Divestiture

| EagleHawk divestiture $382 million *(December 2025)* | | | We sold our 25% equity interest in EagleHawk. | | | Natural Gas Pipelines *(Midstream)* | | |

Please read

In addition to our annual goodwill impairment testing, we evaluate our goodwill, long-lived assets, and equity method investments for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Management applies judgment in assessing whether such triggering events have occurred.

We base our fair value estimates on projected financial information which we believe to be reasonable.

However, actual results may differ from these projections.

Although we did not identify any triggering events during 2025, we may identify factors in the future that require further evaluation, which could lead to future impairment charges that could have a significant effect on our results of operations.

and circumstances cause us to revise our estimates, our earnings will be affected.

Effective January 1, 2025, amortization of basis differences related to our joint ventures (previously known as amortization of excess cost of equity investments) is included within “Earnings from equity investments” in our accompanying consolidated statements of income for the years ended December 31, 2025, 2024, and 2023, and therefore is included within Segment

EBDA.

As a result, Segment EBDA for the year ended December 31, 2024 has been adjusted to conform to the current presentation in the following MD&A tables.

The adjustments were not material.

| Risk management activities(a)(b) | | | $ | (29) | | | | | $ | 72 | |

(b)Includes natural gas inventory hedges, of which gains or losses are reflected within non-GAAP financial measures when the associated physical gas is withdrawn from inventory.

(c)2025 amount represents a gain on the sale of our equity interest in EagleHawk.

See *“—Segment Earnings Results”* below.

“Noncontrolling interests,” respectively.

| Revenues | | | $ | 16,937 | | | | | $ | 15,100 | | | | | $ | 1,837 | | | | | 12 | | % |

| DD&A | | | (2,453) | | | | | | (2,354) | | | | | | (99) | | | | | | (4) | | % |

| Other, net | | | 173 | | | | | | 27 | | | | | | 146 | | | | | | 541 | | % |

| Net Income Attributable to Kinder Morgan, Inc. | | | $ | 3,056 | | | | | $ | 2,613 | | | | | $ | 443 | | | | | 17 | | % |

Revenues increased $1,837 million in 2025 compared to 2024.

The increase was primarily due to (i) an increase in natural gas sales of $1,609 million due to higher commodity prices and volumes and (ii) an increase in services revenues of $507 million resulting from higher volumes, primarily driven by increased demand for services and expansion projects placed into service, higher rates, and the Outrigger Energy assets acquired in February 2025.

Revenues were further increased by $99 million for the impacts of derivative contracts used to hedge commodity sales.

These increases in revenues were partially offset

Costs of sales increased $1,192 million in 2025 compared to 2024.

The increase, which is net of the impact of our divested assets, was primarily due to higher costs of sales for natural gas of $1,481 million primarily due to higher commodity prices and volumes.

Other income, net decreased $77 million in 2025 compared to 2024.

The decrease was primarily the result of gains on the divestitures of CO2 assets and of Oklahoma midstream assets in 2024.

Interest, net decreased $43 million in 2025 compared to 2024.

Other, net increased $146 million in 2025 compared to 2024.

The increase was primarily the result of a gain on the sale of our equity interest in EagleHawk in 2025.

| | | | 2025 | | | | | | 2024 | | |

| Risk management activities | | | (29) | | | | | | 72 | | |

| Gain on divestitures | | | (123) | | | | | | (69) | | |

| Net income attributable to Kinder Morgan, Inc. | | | $ | 3,056 | | | | | $ | 2,613 | |

| DD&A | | | 2,453 | | | | | | 2,354 | | |

(f)Includes amortization of basis differences related to our joint ventures which was previously presented separately as amortization of excess cost of equity investments.

| | | | 2025 | | | | | | 2024 | | |

Acquisitions and Divestitures

| North McElroy Unit acquisition $61 million *(June 2024)* | | | We acquired AVAD Energy Partners’ interest in the North McElroy Unit (NMU). NMU is an existing waterflood that currently produces approximately 1,250 Bbl/d of crude oil. Our analysis suggests that NMU could be a candidate for CO2 flooding. | | | CO2 *(Oil and Gas Producing activities)* | | |

| CO2 assets divestiture $18 million *(June 2024)* | | | We sold our interests in the Katz Unit, Goldsmith Landreth San Andres Unit, Tall Cotton Field and Reinecke Unit, along with certain shallow interests in the Diamond M Field, all located in the Permian Basin, and received a leasehold interest in an undeveloped leasehold directly adjacent to the SACROC unit. | | | CO2 *(Oil and Gas Producing activities)* | | |

| Oklahoma assets divestiture $43 million *(February 2024)* | | | We sold our Oklahoma midstream assets consisting of our Oklahoma system and Cedar Cove. | | | Natural Gas Pipelines *(Midstream)* | | |

Additionally, on January 13, 2025, we announced that we had entered into an agreement to purchase a natural gas gathering and processing system in North Dakota from Outrigger Energy II LLC for a cash payment of $640 million.

With this transaction, we expect to reduce future capital expenditures needed to accommodate the growth of our existing Bakken

customers.

Initially, we plan to fund the transaction with short-term borrowings and cash on hand.

Subject to customary closing conditions and regulatory approval, this transaction is expected to close in the first quarter of 2025.

In addition to our annual testing of impairment for goodwill, we evaluate impairment of our long-lived assets when a triggering event occurs.

Management applies judgment in determining whether there is an impairment indicator.

Income Attributable to Common Stock, in the aggregate and per share, Adjusted Segment EBDA, Adjusted Net Income Attributable to Kinder Morgan, Inc., Adjusted earnings before interest, income taxes, DD&A expenses including amortization of excess cost of equity investments (EBITDA), and Net Debt.

Historically, we have disclosed the non-GAAP financial measure of distributable cash flow (DCF), in the aggregate and per share; however, we are not including discussion of DCF in this report due to declining investor interest in DCF as a primary performance measure.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | (In millions) | | | | | | | | |

| Change in fair value of derivative contracts(a) | | | $ | 72 | | | | | $ | (126) | |

| (Gain) loss on divestitures and impairment, net(b) | | | (69) | | | | | | 67 | | |

2023 amount represents $67 million included within “Earnings from equity investments” on the accompanying consolidated statement of income for a non-cash impairment related to our investment in Double Eagle Pipeline LLC in our Products Pipelines business segment (see Note 6 “Investments”).

(d)2023 amount represents pension cost adjustments related to settlements made by our pension plans.

See *“—Non-GAAP Financial Measures—Reconciliation of Segment EBDA to Adjusted Segment EBDA”* below.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenues | | | $ | 15,100 | | | | | $ | 15,334 | | | | | $ | (234) | | | | | (2) | | % |

| DD&A | | | (2,354) | | | | | | (2,250) | | | | | | (104) | | | | | | (5) | | % |

| Amortization of excess cost of equity investments | | | (50) | | | | | | (66) | | | | | | 16 | | | | | | 24 | | % |

Revenues decreased $234 million in 2024 compared to 2023.

These decreases in sales revenues were partially offset by a $45 million increase in other sales driven by higher RIN sales.

Revenues were

further reduced by $151 million for the impacts of derivative contracts used to hedge commodity sales which includes both realized and unrealized gains and losses from derivatives.

Services revenues increased $515 million driven by (i) higher volumes, including from expansion projects; (ii) our late 2023 acquisition of the STX Midstream assets partially offset by a reduction in revenues related to divested assets; and (iii) higher rate escalations.

Costs of sales decreased $601 million in 2024 compared to 2023.

*DD&A*

DD&A increased $104 million in 2024 compared to 2023.

The increase was primarily due to our late 2023 acquisition of the STX Midstream assets and an increase in SACROC’s unit of production rate partially offset by the impact of our divested assets.

Our interest expense, net increased $47 million in 2024 compared to 2023.

| Change in fair value of derivative contracts | | | 72 | | | | | | (126) | | |

| (Gain) loss on divestitures and impairment, net | | | (69) | | | | | | 67 | | |

| DD&A | | | 2,354 | | | | | | 2,250 | | |

We enter into certain energy commodity derivative contracts in order to reduce risks encountered in the ordinary course of business associated with unfavorable changes in the market price of crude oil, natural [removed: gas] [added: gas,] and NGL.

The derivative contracts that we use include exchange-traded and OTC commodity financial instruments, including, but not limited to, futures and options contracts, fixed price [removed: swaps] [added: swaps,] and basis swaps.

For example, as sellers of crude oil, natural [removed: gas] [added: gas,] and NGL, we often enter into fixed price swaps and/or futures contracts to guarantee or lock-in the sale price of our crude oil or the margin from the sale and purchase of our natural gas at the time of market delivery, thereby in whole or in part offsetting any change in prices, either positive or negative.

Using derivative contracts for this purpose helps provide increased certainty with regard to operating cash flows, which helps us to undertake further capital improvement projects, attain budget [removed: results] [added: results,] and meet dividend targets.

| Commodity derivative | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Crude oil | | | | | | $ | [removed: 120] [added: 87] | | | | | $ | [removed: 127] [added: 120] | |

| Natural gas | | | | | | [removed: 76] [added: 38] | | | | | | [removed: 28] [added: 76] | | |

| NGL | | | | | | [removed: 4] [added: 3] | | | | | | 4 | | |

| Total | | | | | | $ | [removed: 200] [added: 128] | | | | | $ | [removed: 159] [added: 200] | |

Our sensitivity analysis represents an estimate of the reasonably possible gains and losses that would be recognized on the crude oil, natural [removed: gas] [added: gas,] and NGL portfolios of derivative contracts assuming hypothetical movements in future market rates and [removed: is]

[added: is] not necessarily indicative of actual results that may occur.

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | |

| Fixed rate debt(b) | | | $ | [removed: 31,519] [added: 31,990] | | | | | $ | [removed: 30,423] [added: 31,953] | | | | | $ | [removed: 30,063] [added: 31,519] | | | | | $ | [removed: 29,317] [added: 30,423] | |

| Variable rate debt | | | $ | [removed: 371] [added: 13] | | | | | $ | [removed: 371] [added: 13] | | | | | $ | [removed: 2,053] [added: 371] | | | | | $ | [removed: 2,053] [added: 371] | |

| Notional principal amount of variable-to-fixed interest rate swap agreements | | | [removed: (1,500)] [added: —] | | | | | | | | | | | | [removed: —] [added: (1,500)] | | | | | | | | |

| Notional principal amount of fixed-to-variable interest rate swap agreements | | | [removed: 4,750] [added: 3,500] | | | | | | | | | | | | [removed: 6,200] [added: 4,750] | | | | | | | | |

| Debt balances subject to variable interest rates(c) | | | $ | [removed: 3,621] [added: 3,513] | | | | | | | | | | | $ | [removed: 8,253] [added: 3,621] | | | | | | | |

(b)A hypothetical 10% change in the average interest rates applicable to such debt as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] would result in changes of approximately [removed: $1,416] [added: $1,329] million and [removed: $1,889] [added: $1,416] million, respectively, in the estimated fair values of these instruments.

(c)A hypothetical 10% change in the weighted average interest rate on all of our borrowings (approximately [added: 56 and] 58 basis points in [removed: both 2024] [added: 2025] and [removed: 2023)] [added: 2024, respectively)] when applied to our outstanding balance of variable rate debt as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] including adjustments for the notional swap amounts described in the table above, would result in changes of approximately [removed: $21] [added: $20] million and [removed: $48] [added: $21] million, respectively.

As of December 31, [removed: 2024,] [added: 2025,] we had a notional principal amount of $543 million of cross-currency swap agreements that effectively convert all of our fixed-rate Euro denominated debt, including annual interest payments and the payment of principal at maturity, to U.S. dollar denominated debt at fixed rates.

As of December 31, 2024, including debt converted to variable rates through the use of interest rate swaps but excluding our debt fair value adjustments, approximately 11% of our debt balances were subject to variable interest rates.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on closing prices in the daily composite list for transactions on the New York Stock Exchange on June [removed: 28, 2024] [added: 30, 2025] was approximately [removed: $38,478,431,485.][added: $57,054,291,328.]

[removed: As of February 12, 2025,] [added: 2026,] the registrant had [removed: 2,221,963,025] [added: 2,224,806,397] shares of Class P common stock outstanding.

Portions of the Registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2025,] [added: 2026,] are incorporated into PART III, as specifically set forth in PART III.

| | | | [Information Regarding Forward-Looking [removed: Statements](#i05694bb7d67a43afb7313186e8b605f6_13)] [added: Statements](#i02b52c0395d148e6aae78cce7c1d06e6_13)] | | | [removed: [2](#i05694bb7d67a43afb7313186e8b605f6_13)] [added: [2](#i02b52c0395d148e6aae78cce7c1d06e6_13)] | | |

| [Items 1. and [removed: 2.](#i05694bb7d67a43afb7313186e8b605f6_19)] [added: 2.](#i02b52c0395d148e6aae78cce7c1d06e6_19)] | | | [Business and [removed: Properties](#i05694bb7d67a43afb7313186e8b605f6_19)] [added: Properties](#i02b52c0395d148e6aae78cce7c1d06e6_19)] | | | [removed: [4](#i05694bb7d67a43afb7313186e8b605f6_19)] [added: [4](#i02b52c0395d148e6aae78cce7c1d06e6_19)] | | |

| | | | [General Development of [removed: Business](#i05694bb7d67a43afb7313186e8b605f6_22)] [added: Business](#i02b52c0395d148e6aae78cce7c1d06e6_22)] | | | [removed: [4](#i05694bb7d67a43afb7313186e8b605f6_22)] [added: [4](#i02b52c0395d148e6aae78cce7c1d06e6_22)] | | |

| | | | [Recent [removed: Developments](#i05694bb7d67a43afb7313186e8b605f6_25)] [added: Developments](#i02b52c0395d148e6aae78cce7c1d06e6_25)] | | | [removed: [4](#i05694bb7d67a43afb7313186e8b605f6_25)] [added: [4](#i02b52c0395d148e6aae78cce7c1d06e6_25)] | | |

| | | | [Narrative Description of [removed: Business](#i05694bb7d67a43afb7313186e8b605f6_28)] [added: Business](#i02b52c0395d148e6aae78cce7c1d06e6_28)] | | | [removed: [6](#i05694bb7d67a43afb7313186e8b605f6_28)] [added: [6](#i02b52c0395d148e6aae78cce7c1d06e6_28)] | | |

| | | | [Business [removed: Strategy](#i05694bb7d67a43afb7313186e8b605f6_31)] [added: Strategy](#i02b52c0395d148e6aae78cce7c1d06e6_31)] | | | [removed: [6](#i05694bb7d67a43afb7313186e8b605f6_31)] [added: [6](#i02b52c0395d148e6aae78cce7c1d06e6_31)] | | |

| | | | [Business [removed: Segments](#i05694bb7d67a43afb7313186e8b605f6_34)] [added: Segments](#i02b52c0395d148e6aae78cce7c1d06e6_34)] | | | [removed: [6](#i05694bb7d67a43afb7313186e8b605f6_34)] [added: [6](#i02b52c0395d148e6aae78cce7c1d06e6_34)] | | |

| | | | [Natural Gas [removed: Pipelines](#i05694bb7d67a43afb7313186e8b605f6_37)] [added: Pipelines](#i02b52c0395d148e6aae78cce7c1d06e6_37)] | | | [removed: [7](#i05694bb7d67a43afb7313186e8b605f6_37)] [added: [7](#i02b52c0395d148e6aae78cce7c1d06e6_37)] | | |

| | | | [Products [removed: Pipelines](#i05694bb7d67a43afb7313186e8b605f6_40)] [added: Pipelines](#i02b52c0395d148e6aae78cce7c1d06e6_40)] | | | [removed: [10](#i05694bb7d67a43afb7313186e8b605f6_40)] [added: [10](#i02b52c0395d148e6aae78cce7c1d06e6_40)] | | |

| | | | [Major [removed: Customers](#i05694bb7d67a43afb7313186e8b605f6_49)] [added: Customers](#i02b52c0395d148e6aae78cce7c1d06e6_49)] | | | [removed: [16](#i05694bb7d67a43afb7313186e8b605f6_49)] [added: [16](#i02b52c0395d148e6aae78cce7c1d06e6_49)] | | |

[removed: | | | | [Industry Regulation](#i05694bb7d67a43afb7313186e8b605f6_52) | | | [17](#i05694bb7d67a43afb7313186e8b605f6_52) | | |][added: *Industry Regulation*]

[removed: | | | | [Environmental] [added: *Environmental] Matters and Safety [removed: Regulation](#i05694bb7d67a43afb7313186e8b605f6_55) | | | [19](#i05694bb7d67a43afb7313186e8b605f6_55) | | |][added: Regulation*]

[removed: | | | | [Cybersecurity](#i05694bb7d67a43afb7313186e8b605f6_58) | | | [21](#i05694bb7d67a43afb7313186e8b605f6_58) | | |][added: “*Cybersecurity*.”]

| | | | [Human [removed: Capital](#i05694bb7d67a43afb7313186e8b605f6_61)] [added: Capital](#i02b52c0395d148e6aae78cce7c1d06e6_61)] | | | [removed: [22](#i05694bb7d67a43afb7313186e8b605f6_61)] [added: [22](#i02b52c0395d148e6aae78cce7c1d06e6_61)] | | |

| | | | [Properties and [removed: Rights-of-Way](#i05694bb7d67a43afb7313186e8b605f6_64)] [added: Rights-of-Way](#i02b52c0395d148e6aae78cce7c1d06e6_64)] | | | [removed: [23](#i05694bb7d67a43afb7313186e8b605f6_64)] [added: [23](#i02b52c0395d148e6aae78cce7c1d06e6_64)] | | |

| | | | [Available [removed: Information](#i05694bb7d67a43afb7313186e8b605f6_67)] [added: Information](#i02b52c0395d148e6aae78cce7c1d06e6_67)] | | | [removed: [23](#i05694bb7d67a43afb7313186e8b605f6_67)] [added: [23](#i02b52c0395d148e6aae78cce7c1d06e6_67)] | | |

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| [Item [removed: 5.](#i05694bb7d67a43afb7313186e8b605f6_88)] [added: 5.](#i02b52c0395d148e6aae78cce7c1d06e6_88)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i05694bb7d67a43afb7313186e8b605f6_88)] [added: Securities](#i02b52c0395d148e6aae78cce7c1d06e6_88)] | | | [removed: [39](#i05694bb7d67a43afb7313186e8b605f6_88)] [added: [40](#i02b52c0395d148e6aae78cce7c1d06e6_88)] | | |

| [Item [removed: 6.](#i05694bb7d67a43afb7313186e8b605f6_91)] [added: 6.](#i02b52c0395d148e6aae78cce7c1d06e6_91)] | | | [removed: [\[Reserved\]](#i05694bb7d67a43afb7313186e8b605f6_91)] [added: [\[Reserved\]](#i02b52c0395d148e6aae78cce7c1d06e6_91)] | | | [removed: [39](#i05694bb7d67a43afb7313186e8b605f6_91)] [added: [40](#i02b52c0395d148e6aae78cce7c1d06e6_91)] | | |

| [Item [removed: 7.](#i05694bb7d67a43afb7313186e8b605f6_94)] [added: 7.](#i02b52c0395d148e6aae78cce7c1d06e6_94)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i05694bb7d67a43afb7313186e8b605f6_94)] [added: Operations](#i02b52c0395d148e6aae78cce7c1d06e6_94)] | | | [removed: [39](#i05694bb7d67a43afb7313186e8b605f6_94)] [added: [40](#i02b52c0395d148e6aae78cce7c1d06e6_94)] | | |

| | | | [Critical Accounting [removed: Estimates](#i05694bb7d67a43afb7313186e8b605f6_100)] [added: Estimates](#i02b52c0395d148e6aae78cce7c1d06e6_100)] | | | [removed: [40](#i05694bb7d67a43afb7313186e8b605f6_100)] [added: [41](#i02b52c0395d148e6aae78cce7c1d06e6_100)] | | |

| | | | [Results of [removed: Operations](#i05694bb7d67a43afb7313186e8b605f6_103)] [added: Operations](#i02b52c0395d148e6aae78cce7c1d06e6_103)] | | | [removed: [41](#i05694bb7d67a43afb7313186e8b605f6_103)] [added: [42](#i02b52c0395d148e6aae78cce7c1d06e6_103)] | | |

| | | | [removed: [Overview](#i05694bb7d67a43afb7313186e8b605f6_106)] [added: [Overview](#i02b52c0395d148e6aae78cce7c1d06e6_106)] | | | [removed: [41](#i05694bb7d67a43afb7313186e8b605f6_106)] [added: [42](#i02b52c0395d148e6aae78cce7c1d06e6_106)] | | |

| | | | [Consolidated Earnings [removed: Results](#i05694bb7d67a43afb7313186e8b605f6_109)] [added: Results](#i02b52c0395d148e6aae78cce7c1d06e6_109)] | | | [removed: [45](#i05694bb7d67a43afb7313186e8b605f6_109)] [added: [46](#i02b52c0395d148e6aae78cce7c1d06e6_109)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i05694bb7d67a43afb7313186e8b605f6_112)] [added: Measures](#i02b52c0395d148e6aae78cce7c1d06e6_112)] | | | [removed: [47](#i05694bb7d67a43afb7313186e8b605f6_112)] [added: [48](#i02b52c0395d148e6aae78cce7c1d06e6_112)] | | |

| | | | [Segment Earnings [removed: Results](#i05694bb7d67a43afb7313186e8b605f6_115)] [added: Results](#i02b52c0395d148e6aae78cce7c1d06e6_115)] | | | [removed: [50](#i05694bb7d67a43afb7313186e8b605f6_115)] [added: [50](#i02b52c0395d148e6aae78cce7c1d06e6_115)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i05694bb7d67a43afb7313186e8b605f6_130)] [added: Resources](#i02b52c0395d148e6aae78cce7c1d06e6_130)] | | | [removed: [56](#i05694bb7d67a43afb7313186e8b605f6_130)] [added: [56](#i02b52c0395d148e6aae78cce7c1d06e6_130)] | | |

| | | | [removed: [General](#i05694bb7d67a43afb7313186e8b605f6_133)] [added: [General](#i02b52c0395d148e6aae78cce7c1d06e6_133)] | | | [removed: [56](#i05694bb7d67a43afb7313186e8b605f6_133)] [added: [56](#i02b52c0395d148e6aae78cce7c1d06e6_133)] | | |

| | | | [Short-term [removed: Liquidity](#i05694bb7d67a43afb7313186e8b605f6_136)] [added: Liquidity](#i02b52c0395d148e6aae78cce7c1d06e6_136)] | | | [removed: [57](#i05694bb7d67a43afb7313186e8b605f6_136)] [added: [57](#i02b52c0395d148e6aae78cce7c1d06e6_136)] | | |

| | | | [Long-term [removed: Financing](#i05694bb7d67a43afb7313186e8b605f6_139)] [added: Financing](#i02b52c0395d148e6aae78cce7c1d06e6_139)] | | | [removed: [58](#i05694bb7d67a43afb7313186e8b605f6_139)] [added: [58](#i02b52c0395d148e6aae78cce7c1d06e6_139)] | | |

| | | | [Capital [removed: Expenditures](#i05694bb7d67a43afb7313186e8b605f6_142)] [added: Expenditures](#i02b52c0395d148e6aae78cce7c1d06e6_142)] | | | [removed: [58](#i05694bb7d67a43afb7313186e8b605f6_142)] [added: [58](#i02b52c0395d148e6aae78cce7c1d06e6_142)] | | |

As of February 12,

| | | | [Glossary](#i02b52c0395d148e6aae78cce7c1d06e6_10) | | | [1](#i02b52c0395d148e6aae78cce7c1d06e6_10) | | |

| | | | [PART I](#i02b52c0395d148e6aae78cce7c1d06e6_16) | | | | | |

| | | | [Terminals](#i02b52c0395d148e6aae78cce7c1d06e6_43) | | | [12](#i02b52c0395d148e6aae78cce7c1d06e6_43) | | |

| | | | [CO](#i02b52c0395d148e6aae78cce7c1d06e6_46)2 | | | [14](#i02b52c0395d148e6aae78cce7c1d06e6_46) | | |

| | | | [Regulation](#i02b52c0395d148e6aae78cce7c1d06e6_2437) | | | [17](#i02b52c0395d148e6aae78cce7c1d06e6_2437) | | |

| | | | [PART II](#i02b52c0395d148e6aae78cce7c1d06e6_85) | | | | | |

| | | | [General](#i02b52c0395d148e6aae78cce7c1d06e6_97) | | | [40](#i02b52c0395d148e6aae78cce7c1d06e6_97) | | |

| | | | [PART III](#i02b52c0395d148e6aae78cce7c1d06e6_280) | | | | | |

| | | | [PART IV](#i02b52c0395d148e6aae78cce7c1d06e6_298) | | | | | |

| [Signatures](#i02b52c0395d148e6aae78cce7c1d06e6_307) | | | | | | [126](#i02b52c0395d148e6aae78cce7c1d06e6_307) | | |

| EagleHawk | | | \= | | | BPX (Eagle Ford) Gathering LLC, formerly known as EagleHawk Field Services | | | | | | | | | | | |

| WYCO | | | \= | | | WYCO Development L.L.C. | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| EagleHawk divestiture | | | | | | Sold our 25% non-operated equity interest in EagleHawk. | | | | | | Completed December 2025. | | | | | | $382 million | | |

| Florida Gas Transmission (FGT) projects | | | | | | Phase IX project designed to construct 82 miles of pipeline looping, as well as new and upgraded compressor station turbines, which will expand capacity to multiple locations across FGT’s market area. South Florida project designed to construct 37-mile lateral to supply the South Florida area, along with compression and a new meter station. Combined, projects will provide approximately 0.8 Bcf/d of additional capacity. Both projects supported by long-term contracts. | | | | | | Phase IX expected in-service date is fourth quarter 2028 and South Florida project expected in-service date is first quarter 2030. | | | | | | $700 million | | |

| KinderHawk Plantation North expansion | | | | | | New Plantation treating plant for an added 1.0 Bcf/d of treating at 3.75% CO2, and four pipeline loop/expansions for hydraulic relief. | | | | | | Expected in-service date is fourth quarter of 2026. | | | | | | $516 million | | |

| Elba Express Bridge project | | | | | | Project includes a 71-mile extension of Elba Express’s pipeline system into South Carolina and is designed to provide 0.325 Bcf/d of firm transportation capacity. Supported by long-term contracts. | | | | | | Expected in-service date is second quarter of 2030. | | | | | | $430 million | | |

| North Extension project | | | | | | Project to expand NGPL’s natural gas transportation capacity from its existing Iowa-Illinois receipt zones to a new proposed interconnect in NGPL’s market delivery zone. Project is designed to provide up to 0.21 Bcf/d of incremental firm transportation service. Supported by a long-term contract. | | | | | | Expected in-service date is fourth quarter of 2028. | | | | | | $170 million | | |

| Pelican project | | | | | | Horsepower replacement project of existing units which will increase TGP’s capacity in southeast Louisiana by 0.29 Bcf/d. Supported by a long-term contract. | | | | | | Expected in-service date is fourth quarter of 2027. | | | | | | $135 million | | |

| | | | | | | | | | | | | | | | | | | | | |

| Asset or project | | | | | | Description | | | | | | Activity | | | | | | Approx. Capital Scope (KMI Share) | | |

| Texas Access project (TAP) | | | | | | TAP is designed to provide KMLP shippers with firm transportation from Texas, including firm receipts from Trident Intrastate pipeline, to new and existing markets in South Louisiana. Supported by customer contracts with a new LNG customer for 1.0 Bcf/d of firm transportation. | | | | | | Expected in-service date is fourth quarter of 2028. | | | | | | $112 million | | |

| TGP(a) | | | | | | 100 | | % | | | | 11,760 | | | | | | 14.56 | | | | | | 76 | | |

| Hiland Midstream | | | | | | 100 | | % | | | | 2,310 | | | | | | 0.89 | | | | | | \[0.60\] | | |

| Hiland Express | | | | | | 100 | | % | | | | 550 | | | | | | 0.95 | | | | | | — | | |

The remaining weighted average length of our service contracts was approximately five years as of December 31, 2025.

The remaining weighted average length of our contracts was approximately three years as of December 31, 2025.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| SACROC | | | | | | 97 | | % | | | | 52,029 | | |

| Yates | | | | | | 50 | | % | | | | 9,718 | | |

| Autumn Hills | | | | | | 100 | | % | | | | 0.8 Bcf/y | | | | | | RNG | | | | | | | | |

prospectively.

the fair market value of the vessel in the case of a purchase or, in the case of a requisition, the fair market value of charter hire.

Substances regulated under the Clean Air Act have included greenhouse gas (GHG) emissions from stationary sources; however, the EPA’s recent rulemakings indicate its intention to revisit its regulation of GHG emissions under the Clean Air Act.

Various laws and regulations exist or are under development to regulate the emission of GHGs.

In recent years, EPA also made regulatory changes requiring many existing oil and natural gas facilities to reduce GHG emissions.

However, in 2025, EPA announced its intention to reconsider the endangerment finding, as well as EPA’s mandatory GHG Reporting Program, and on February 12, 2026, the EPA announced that it will issue a final rule rescinding the endangerment finding, thereby eliminating the basis for much of its regulation of GHG emissions.

| | | | [Glossary](#i05694bb7d67a43afb7313186e8b605f6_10) | | | [1](#i05694bb7d67a43afb7313186e8b605f6_10) | | |

| | | | [PART I](#i05694bb7d67a43afb7313186e8b605f6_16) | | | | | |

| | | | [Terminals](#i05694bb7d67a43afb7313186e8b605f6_43) | | | [12](#i05694bb7d67a43afb7313186e8b605f6_43) | | |

| | | | [CO](#i05694bb7d67a43afb7313186e8b605f6_46)2 | | | [14](#i05694bb7d67a43afb7313186e8b605f6_46) | | |

| | | | [PART II](#i05694bb7d67a43afb7313186e8b605f6_85) | | | | | |

| | | | [General](#i05694bb7d67a43afb7313186e8b605f6_97) | | | [39](#i05694bb7d67a43afb7313186e8b605f6_97) | | |

| | | | [PART III](#i05694bb7d67a43afb7313186e8b605f6_283) | | | | | |

| | | | [PART IV](#i05694bb7d67a43afb7313186e8b605f6_301) | | | | | |

| [Signatures](#i05694bb7d67a43afb7313186e8b605f6_310) | | | | | | [133](#i05694bb7d67a43afb7313186e8b605f6_310) | | |

| CPGPL | | | \= | | | Cheyenne Plains Gas Pipeline Company, L.L.C. | | | KMTP | | | \= | | | Kinder Morgan Texas Pipeline LLC | | |

| WIC | | | \= | | | Wyoming Interstate Company, L.L.C. | | | | | | | | | | | |

| KMLT | | | \= | | | Kinder Morgan Liquid Terminals, LLC | | | | | | | | | | | |

will occur, or if any of them do, of their timing or what impact they will have on our results of operations or financial condition.

| KMTP system expansion | | | | | | Expansion project included a new 30-mile, 30-inch pipeline, to deliver up to 0.4Bcf/d of Eagle Ford natural gas supply to markets along the Texas Gulf Coast and Mexico. Expansion provides transportation services, including treating, for Kimmeridge Texas Gas and other third parties. Supported by a long-term contract. | | | | | | Placed in service October 2024 | | | | | | $158 million | | |

| Central Texas pipeline | | | | | | Project included installation of 22 miles of 30-inch pipeline from PHP to Sand Hill Lateral, 1.75 miles of 20-inch pipeline from Sand Hill Lateral to Texas Gas Services and three meter stations and one regulator station. | | | | | | Placed in service November 2024. | | | | | | $110 million | | |

| *Products Pipelines* | | | | | | | | | | | | | | | | | | | | |

(a) Pending litigation may delay project.

| TGP(a) | | | | | | 100 | | % | | | | 11,755 | | | | | | 12.38 | | | | | | 76 | | |

| EagleHawk | | | | | | 25 | | % | | | | 585 | | | | | | 1.20 | | | | | | — | | |

| Hiland - Williston - gas | | | | | | 100 | | % | | | | 2,205 | | | | | | 0.62 | | | | | | \[0.33\] | | |

| EagleHawk - Condensate(e) | | | | | | 25 | | % | | | | 395 | | | | | | \[220\] | | | | | | — | | |

(e)Asset also has storage capacity of 60 MBbl.

Similarly, our Texas Intrastate natural gas pipeline operations currently derive approximately 76% of sales and transport margins from long-term transport and sales contracts.

Our Midstream assets provide natural gas gathering and processing services.

| Double H pipeline(b) | | | | | | 100 | | % | | | | 512 | | | | | | — | | | | | | — | | | | | | | | |

(b)Collectively referred to as Bakken Crude assets.

Where we have long-term contracts, our settlement volumes are generally not sensitive to changing market conditions in the shorter term; however, the revenues and earnings we realize from our pipelines and terminals are affected by the volumes of crude oil, refined petroleum products and condensate available to our pipeline systems, which are impacted by the levels of oil and gas drilling activity and product demand in the respective regions that we serve.

| SACROC | | | | | | 97 | | % | | | | 51,457 | | |

| Yates | | | | | | 50 | | % | | | | 9,676 | | |

| Shreveport RNG(b) | | | | | | — | | % | | | | 0.7 Bcf/y | | | | | | Medium BTU | | | | | | | | |

(b)We operate Shreveport for a fee and receive royalties on RNG sales.

Over the long term, we tend to receive prices that are driven by the demand and overall market price for these products.

See Item 7.

Environmental Matters and Safety Regulation

A certain degree of regulatory uncertainty is created by the recent change in U.S. presidential administrations.

It remains unclear specifically what the new administration may do with respect to future policies and regulations that may affect us.

In general, the cost to comply with environmental and safety regulations is increasing.

These costs have the potential to limit the return on capital projects and the number of capital projects that are economically viable.

regulated substances, including greenhouse gas (GHG) emissions from stationary sources.

“*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Expenditures—Impact of Regulation*,” and Note 17 “Litigation and Environmental—*Environmental Matters—Challenge to Federal “Good Neighbor Plan,*” to our consolidated financial statements.

[added: We perform] cybersecurity assessments with respect to third parties who provide critical services or who have access to or store critical confidential data.

“*Risk Factors—Risks Related to Our Business—A breach of information security or the failure of one or more key IT or operational (OT) systems, or those of third parties, may adversely affect our business, results of [removed: operations] [added: operations,] or business reputation.*” and “ *Attacks, including acts of terrorism or cyber sabotage, or the threat of such attacks, may adversely affect our business or reputation.*” for discussions of risks from cybersecurity threats we face.

This group provides a quarterly cybersecurity report to our senior management, including the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Chief Administrative Officer, Chief Information Officer, General Counsel, business segment [removed: Presidents] [added: Presidents,] and the Vice President—Corporate Security.

Our cybersecurity team has in excess of 100 years of combined cybersecurity experience as of year-end [removed: 2024,] [added: 2025,] and members of the team hold various specialized certifications related to cybersecurity, including training related to penetration testing and information system auditing.

We perform

[removed: Except for one terminal facility that is in temporary idle status with the Mine Safety and Health Administration, we] [added: We] do not own or operate mines for which reporting requirements apply under the mine safety disclosure requirements of the Dodd-Frank Act.

We have not received any specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events requiring disclosure pursuant to the mine safety disclosure requirements of the Dodd-Frank Act for the year ended December 31, [removed: 2024.][added: 2025.]

As of February 12, [removed: 2025,] [added: 2026,] we had [removed: 9,082] [added: 8,596] holders of record of our Class P common stock, which does not include beneficial owners whose shares are held by a nominee, such as a broker or bank.

“*Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—General—2025] [added: Operations—General—2026] Dividends and Discretionary Capital*.”

| [Report of Independent Registered Public Accounting [removed: Firm](#i05694bb7d67a43afb7313186e8b605f6_181)] [added: Firm](#i02b52c0395d148e6aae78cce7c1d06e6_181)] | | | | | | (PCAOB ID: 238) | | | [removed: [69](#i05694bb7d67a43afb7313186e8b605f6_181)] [added: [67](#i02b52c0395d148e6aae78cce7c1d06e6_181)] | | |

| [Consolidated Statements of Income for the years ended December 31, [removed: 202](#i05694bb7d67a43afb7313186e8b605f6_184)[4](#i05694bb7d67a43afb7313186e8b605f6_184)[, 202](#i05694bb7d67a43afb7313186e8b605f6_184)[3](#i05694bb7d67a43afb7313186e8b605f6_184)] [added: 202](#i02b52c0395d148e6aae78cce7c1d06e6_184)[5](#i02b52c0395d148e6aae78cce7c1d06e6_184)[, 202](#i02b52c0395d148e6aae78cce7c1d06e6_184)[4](#i02b52c0395d148e6aae78cce7c1d06e6_184)[,](#i02b52c0395d148e6aae78cce7c1d06e6_184)] [and [removed: 202](#i05694bb7d67a43afb7313186e8b605f6_184)2] [added: 202](#i02b52c0395d148e6aae78cce7c1d06e6_184)3] | | | | | | | | | [removed: [71](#i05694bb7d67a43afb7313186e8b605f6_184)] [added: [69](#i02b52c0395d148e6aae78cce7c1d06e6_184)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#i05694bb7d67a43afb7313186e8b605f6_187) [202](#i05694bb7d67a43afb7313186e8b605f6_184)[4](#i05694bb7d67a43afb7313186e8b605f6_184)[, 202](#i05694bb7d67a43afb7313186e8b605f6_184)[3](#i05694bb7d67a43afb7313186e8b605f6_184)] [added: 31,](#i02b52c0395d148e6aae78cce7c1d06e6_187) [202](#i02b52c0395d148e6aae78cce7c1d06e6_184)[5](#i02b52c0395d148e6aae78cce7c1d06e6_184)[, 202](#i02b52c0395d148e6aae78cce7c1d06e6_184)[4](#i02b52c0395d148e6aae78cce7c1d06e6_184)[,](#i02b52c0395d148e6aae78cce7c1d06e6_184)] [and [removed: 20](#i05694bb7d67a43afb7313186e8b605f6_184)22] [added: 20](#i02b52c0395d148e6aae78cce7c1d06e6_184)23] | | | | | | | | | [removed: [72](#i05694bb7d67a43afb7313186e8b605f6_187)] [added: [70](#i02b52c0395d148e6aae78cce7c1d06e6_187)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i05694bb7d67a43afb7313186e8b605f6_190)[4](#i05694bb7d67a43afb7313186e8b605f6_190)] [added: 202](#i02b52c0395d148e6aae78cce7c1d06e6_190)[5](#i02b52c0395d148e6aae78cce7c1d06e6_190)] [and [removed: 202](#i05694bb7d67a43afb7313186e8b605f6_190)3] [added: 202](#i02b52c0395d148e6aae78cce7c1d06e6_190)4] | | | | | | | | | [removed: [73](#i05694bb7d67a43afb7313186e8b605f6_190)] [added: [71](#i02b52c0395d148e6aae78cce7c1d06e6_190)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#i05694bb7d67a43afb7313186e8b605f6_193) [202](#i05694bb7d67a43afb7313186e8b605f6_184)[4](#i05694bb7d67a43afb7313186e8b605f6_184)[, 202](#i05694bb7d67a43afb7313186e8b605f6_184)[3](#i05694bb7d67a43afb7313186e8b605f6_184)] [added: 31,](#i02b52c0395d148e6aae78cce7c1d06e6_193) [202](#i02b52c0395d148e6aae78cce7c1d06e6_184)[5](#i02b52c0395d148e6aae78cce7c1d06e6_184)[, 202](#i02b52c0395d148e6aae78cce7c1d06e6_184)[4,](#i02b52c0395d148e6aae78cce7c1d06e6_184)] [and [removed: 20](#i05694bb7d67a43afb7313186e8b605f6_184)22] [added: 20](#i02b52c0395d148e6aae78cce7c1d06e6_184)23] | | | | | | | | | [removed: [74](#i05694bb7d67a43afb7313186e8b605f6_193)] [added: [72](#i02b52c0395d148e6aae78cce7c1d06e6_193)] | | |

| [Consolidated Statements of Stockholders’ Equity as of and for the years ended December [removed: 31,](#i05694bb7d67a43afb7313186e8b605f6_196) [202](#i05694bb7d67a43afb7313186e8b605f6_184)[4](#i05694bb7d67a43afb7313186e8b605f6_184)[, 202](#i05694bb7d67a43afb7313186e8b605f6_184)[3](#i05694bb7d67a43afb7313186e8b605f6_184)] [added: 31,](#i02b52c0395d148e6aae78cce7c1d06e6_196) [202](#i02b52c0395d148e6aae78cce7c1d06e6_184)[5](#i02b52c0395d148e6aae78cce7c1d06e6_184)[, 202](#i02b52c0395d148e6aae78cce7c1d06e6_184)[4,](#i02b52c0395d148e6aae78cce7c1d06e6_184)] [and [removed: 20](#i05694bb7d67a43afb7313186e8b605f6_184)22] [added: 20](#i02b52c0395d148e6aae78cce7c1d06e6_184)23] | | | | | | | | | [removed: [76](#i05694bb7d67a43afb7313186e8b605f6_196)] [added: [74](#i02b52c0395d148e6aae78cce7c1d06e6_196)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i05694bb7d67a43afb7313186e8b605f6_199)] [added: Statements](#i02b52c0395d148e6aae78cce7c1d06e6_199)] | | | | | | | | | [removed: [77](#i05694bb7d67a43afb7313186e8b605f6_199)] [added: [75](#i02b52c0395d148e6aae78cce7c1d06e6_199)] | | |

| [Note [removed: 1.](#i05694bb7d67a43afb7313186e8b605f6_202)] [added: 1.](#i02b52c0395d148e6aae78cce7c1d06e6_202)] | | | [removed: [General](#i05694bb7d67a43afb7313186e8b605f6_202)] [added: [General](#i02b52c0395d148e6aae78cce7c1d06e6_202)] | | | | | | [removed: [77](#i05694bb7d67a43afb7313186e8b605f6_202)] [added: [75](#i02b52c0395d148e6aae78cce7c1d06e6_202)] | | |

| [Note [removed: 2.](#i05694bb7d67a43afb7313186e8b605f6_205)] [added: 2.](#i02b52c0395d148e6aae78cce7c1d06e6_205)] | | | [Summary of Significant Accounting [removed: Policies](#i05694bb7d67a43afb7313186e8b605f6_205)] [added: Policies](#i02b52c0395d148e6aae78cce7c1d06e6_205)] | | | | | | [removed: [77](#i05694bb7d67a43afb7313186e8b605f6_205)] [added: [75](#i02b52c0395d148e6aae78cce7c1d06e6_205)] | | |

| [Note [removed: 3.](#i05694bb7d67a43afb7313186e8b605f6_208)] [added: 3.](#i02b52c0395d148e6aae78cce7c1d06e6_208)] | | | [Acquisitions and [removed: Divestitures](#i05694bb7d67a43afb7313186e8b605f6_208)] [added: Divestitures](#i02b52c0395d148e6aae78cce7c1d06e6_208)] | | | | | | [removed: [86](#i05694bb7d67a43afb7313186e8b605f6_208)] [added: [84](#i02b52c0395d148e6aae78cce7c1d06e6_208)] | | |

| [Note [removed: 4.](#i05694bb7d67a43afb7313186e8b605f6_214)] [added: 4.](#i02b52c0395d148e6aae78cce7c1d06e6_211)] | | | [Income [removed: Taxes](#i05694bb7d67a43afb7313186e8b605f6_214)] [added: Taxes](#i02b52c0395d148e6aae78cce7c1d06e6_211)] | | | | | | [removed: [89](#i05694bb7d67a43afb7313186e8b605f6_214)] [added: [86](#i02b52c0395d148e6aae78cce7c1d06e6_211)] | | |

[removed: | [Note 5.](#i05694bb7d67a43afb7313186e8b605f6_217) | | | [Property, Plant] [added: Property, Plant,] and Equipment, [removed: net](#i05694bb7d67a43afb7313186e8b605f6_217) | | | | | | [92](#i05694bb7d67a43afb7313186e8b605f6_217) | | |][added: net]

| [Note [removed: 9.](#i05694bb7d67a43afb7313186e8b605f6_229)] [added: 9.](#i02b52c0395d148e6aae78cce7c1d06e6_226)] | | | [Share-based Compensation and Employee [removed: Benefits](#i05694bb7d67a43afb7313186e8b605f6_229)] [added: Benefits](#i02b52c0395d148e6aae78cce7c1d06e6_226)] | | | | | | [removed: [98](#i05694bb7d67a43afb7313186e8b605f6_229)] [added: [95](#i02b52c0395d148e6aae78cce7c1d06e6_226)] | | |

| [Note [removed: 10.](#i05694bb7d67a43afb7313186e8b605f6_235)] [added: 10.](#i02b52c0395d148e6aae78cce7c1d06e6_232)] | | | [Stockholders’ [removed: Equity](#i05694bb7d67a43afb7313186e8b605f6_235)] [added: Equity](#i02b52c0395d148e6aae78cce7c1d06e6_232)] | | | | | | [removed: [104](#i05694bb7d67a43afb7313186e8b605f6_235)] [added: [101](#i02b52c0395d148e6aae78cce7c1d06e6_232)] | | |

| [Note [removed: 11.](#i05694bb7d67a43afb7313186e8b605f6_241)] [added: 11.](#i02b52c0395d148e6aae78cce7c1d06e6_238)] | | | [Related Party [removed: Transactions](#i05694bb7d67a43afb7313186e8b605f6_241)] [added: Transactions](#i02b52c0395d148e6aae78cce7c1d06e6_238)] | | | | | | [removed: [106](#i05694bb7d67a43afb7313186e8b605f6_241)] [added: [102](#i02b52c0395d148e6aae78cce7c1d06e6_238)] | | |

| [Note [removed: 12.](#i05694bb7d67a43afb7313186e8b605f6_244)] [added: 12.](#i02b52c0395d148e6aae78cce7c1d06e6_241)] | | | [Commitments and Contingent [removed: Liabilities](#i05694bb7d67a43afb7313186e8b605f6_244)] [added: Liabilities](#i02b52c0395d148e6aae78cce7c1d06e6_241)] | | | | | | [removed: [106](#i05694bb7d67a43afb7313186e8b605f6_244)] [added: [103](#i02b52c0395d148e6aae78cce7c1d06e6_241)] | | |

| [Note [removed: 13.](#i05694bb7d67a43afb7313186e8b605f6_247)] [added: 13.](#i02b52c0395d148e6aae78cce7c1d06e6_244)] | | | [Risk [removed: Management](#i05694bb7d67a43afb7313186e8b605f6_247)] [added: Management](#i02b52c0395d148e6aae78cce7c1d06e6_244)] | | | | | | [removed: [107](#i05694bb7d67a43afb7313186e8b605f6_247)] [added: [104](#i02b52c0395d148e6aae78cce7c1d06e6_244)] | | |

| [Note [removed: 14.](#i05694bb7d67a43afb7313186e8b605f6_253)] [added: 14.](#i02b52c0395d148e6aae78cce7c1d06e6_250)] | | | [Revenue [removed: Recognition](#i05694bb7d67a43afb7313186e8b605f6_253)] [added: Recognition](#i02b52c0395d148e6aae78cce7c1d06e6_250)] | | | | | | [removed: [112](#i05694bb7d67a43afb7313186e8b605f6_253)] [added: [108](#i02b52c0395d148e6aae78cce7c1d06e6_250)] | | |

| [Note [removed: 15.](#i05694bb7d67a43afb7313186e8b605f6_259)] [added: 15.](#i02b52c0395d148e6aae78cce7c1d06e6_256)] | | | [Reportable [removed: Segments](#i05694bb7d67a43afb7313186e8b605f6_259)] [added: Segments](#i02b52c0395d148e6aae78cce7c1d06e6_256)] | | | | | | [removed: [115](#i05694bb7d67a43afb7313186e8b605f6_259)] [added: [110](#i02b52c0395d148e6aae78cce7c1d06e6_256)] | | |

| [Note [removed: 17.](#i05694bb7d67a43afb7313186e8b605f6_265)] [added: 17.](#i02b52c0395d148e6aae78cce7c1d06e6_262)] | | | [Litigation and [removed: Environmental](#i05694bb7d67a43afb7313186e8b605f6_265)] [added: Environmental](#i02b52c0395d148e6aae78cce7c1d06e6_262)] | | | | | | [removed: [121](#i05694bb7d67a43afb7313186e8b605f6_265)] [added: [115](#i02b52c0395d148e6aae78cce7c1d06e6_262)] | | |

| [Note [removed: 18.](#i05694bb7d67a43afb7313186e8b605f6_268)] [added: 18.](#i02b52c0395d148e6aae78cce7c1d06e6_265)] | | | [Recent Accounting [removed: Pronouncements](#i05694bb7d67a43afb7313186e8b605f6_268)] [added: Pronouncements](#i02b52c0395d148e6aae78cce7c1d06e6_265)] | | | | | | [removed: [125](#i05694bb7d67a43afb7313186e8b605f6_268)] [added: [119](#i02b52c0395d148e6aae78cce7c1d06e6_265)] | | |

We have audited the accompanying consolidated balance sheets of Kinder Morgan, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $20.1 billion as of December 31, [removed: 2024,] [added: 2025,] of which $20.0 billion relates to the Natural Gas Pipelines Regulated, Natural Gas Pipelines Non-Regulated, CO2, Products Pipelines, Products Pipelines Terminals, and Terminals reporting units (collectively, “the reporting units”).

Management estimated the fair value of the reporting units based on a market approach utilizing forecasted earnings before interest, income taxes, depreciation, [removed: depletion] [added: depletion,] and amortization [removed: expenses, including amortization of excess cost of equity investments] [added: expenses] (EBITDA), and the enterprise value to estimated EBITDA multiples of comparable companies for each reporting unit.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Services | | | $ | [removed: 8,916] [added: 9,490] | | | | | $ | [removed: 8,371] [added: 8,916] | | | | | $ | [removed: 8,145] [added: 8,371] | |

| Commodity sales | | | [removed: 5,957] [added: 7,255] | | | | | | [removed: 6,786] [added: 5,957] | | | | | | [removed: 10,897] [added: 6,786] | | |

| Other | | | [removed: 227] [added: 192] | | | | | | [removed: 177] [added: 227] | | | | | | [removed: 158] [added: 177] | | |

| Total Revenues | | | [removed: 15,100] [added: 16,937] | | | | | | [removed: 15,334] [added: 15,100] | | | | | | [removed: 19,200] [added: 15,334] | | |

| Operating Costs, [removed: Expenses] [added: Expenses,] and Other | | | | | | | | | | | | | | | | | |

| Costs of sales (exclusive of items shown separately below) | | | [removed: 4,337] [added: 5,529] | | | | | | [removed: 4,938] [added: 4,337] | | | | | | [removed: 9,255] [added: 4,938] | | |

| Operations and maintenance | | | [removed: 2,972] [added: 3,057] | | | | | | [removed: 2,807] [added: 2,972] | | | | | | [removed: 2,655] [added: 2,807] | | |

| Depreciation, [removed: depletion] [added: depletion,] and amortization | | | [removed: 2,354] [added: 2,453] | | | | | | [removed: 2,250] [added: 2,354] | | | | | | [removed: 2,186] [added: 2,250] | | |

| General and administrative | | | [removed: 712] [added: 744] | | | | | | [removed: 668] [added: 712] | | | | | | [removed: 637] [added: 668] | | |

| Taxes, other than income taxes | | | [removed: 433] [added: 445] | | | | | | [removed: 421] [added: 433] | | | | | | [removed: 441] [added: 421] | | |

| Other income, net | | | [removed: (92)] [added: (15)] | | | | | | [removed: (13)] [added: (92)] | | | | | | [removed: (39)] [added: (13)] | | |

| Total Operating Costs, [removed: Expenses] [added: Expenses,] and Other | | | [removed: 10,716] [added: 12,213] | | | | | | [removed: 11,071] [added: 10,716] | | | | | | [removed: 15,135] [added: 11,071] | | |

| [Note 6.](#i02b52c0395d148e6aae78cce7c1d06e6_217) | | | [Investments](#i02b52c0395d148e6aae78cce7c1d06e6_217) | | | | | | [90](#i02b52c0395d148e6aae78cce7c1d06e6_217) | | |

| [Note 7.](#i02b52c0395d148e6aae78cce7c1d06e6_220) | | | [Goodwill](#i02b52c0395d148e6aae78cce7c1d06e6_220) | | | | | | [91](#i02b52c0395d148e6aae78cce7c1d06e6_220) | | |

| [Note 8.](#i02b52c0395d148e6aae78cce7c1d06e6_223) | | | [Debt](#i02b52c0395d148e6aae78cce7c1d06e6_223) | | | | | | [91](#i02b52c0395d148e6aae78cce7c1d06e6_223) | | |

| [Note 16.](#i02b52c0395d148e6aae78cce7c1d06e6_259) | | | [Leases](#i02b52c0395d148e6aae78cce7c1d06e6_259) | | | | | | [114](#i02b52c0395d148e6aae78cce7c1d06e6_259) | | |

| Net income | | | $ | 3,160 | | | | | $ | 2,720 | | | | | $ | 2,486 | |

| Depreciation, depletion, and amortization | | | 2,453 | | | | | | 2,354 | | | | | | 2,250 | | |

| Gain on sale of interest in equity investment (Note 3) | | | (123) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,056 | | | | | | | | | | | | 3,056 | | | | | | 104 | | | | | | 3,160 | | |

| Dividends | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,604) | | | | | | | | | | | | (2,604) | | | | | | | | | | | | (2,604) | | |

| Distributions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (153) | | | | | | (153) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Balance at December 31, 2025 | | | | | | | | | | | | | | | 2,225 | | | | | | $ | 22 | | | | | $ | 41,276 | | | | | $ | (10,181) | | | | | $ | 45 | | | | | $ | 31,162 | | | | | $ | 1,287 | | | | | $ | 32,449 | |

| | | | 2025 | | | | | | 2024 | | |

Individual assets are grouped at the lowest level for which the related identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

If the carrying value of a long-

| | | | | | | 2025 | | | | | | 2024 | | | | | |

| Estimated amortization expenses | | | | | | $ | 184 | | | | | $ | 188 | | | | | $ | 187 | | | | | $ | 186 | | | | | $ | 186 | |

| Terminals | | | | | | •Liquids and bulk storage and handling services | | |

| CO2 | | | | | | •Crude oil, NGL, natural gas, CO2, and RIN sales •CO2 enhanced oil recovery and CO2 and crude oil transportation services | | |

Revenues are generally invoiced on a monthly basis.

The table below describes the general steps we follow for revenue recognition for the large majority of our contracts.

| | | | | | | Commodity Sales | | | | | | Firm Services | | | | | | Fee-Based Services | | |

| Revenue Type | | | | | | Customers specify quantities of commodity products to be delivered and sold at specified delivery points. | | | | | | Customers are generally subject to a fixed take-or-pay reservation fee or are subject to a minimum volume commitment for services. | | | | | | Customers receive non-firm or interruptible services, on an “as available” basis. | | |

| Performance Obligation | | | | | | Each unit of commodity (Bcf, gallon, barrel, etc.) is a separate performance obligation (promise to sell multiple distinct units of commodity at a point in time). | | | | | | Promise to stand-ready to provide continuous service availability, with limited exceptions, over the contractual service period (a single performance obligation). | | | | | | Upon acceptance of a customer’s periodic service request, promise to provide a series of periodic services over the contractual service period (a single performance obligation). | | |

| | | | | | | Commodity Sales | | | | | | Firm Services | | | | | | Fee-Based Services | | |

| Transaction Price | | | | | | Variable consideration (typically market-indexed per unit rate), for the value of commodities sold. | | | | | | Fixed consideration, including payment for a minimum fixed fee, even if service is not used or received. | | | | | | Variable consideration (typically fee-based per unit rate), based on invoicing right for units of service transferred. | | |

| Allocation of Transaction Price | | | | | | Allocated to each performance obligation, based on the commodity’s standalone selling price. | | | | | | Allocated ratably over the contractual service period. | | | | | | Allocated to a single performance obligation of providing services over the contractual service period. | | |

| Performance Obligation Satisfaction | | | | | | Upon delivery of the commodity. | | | | | | Based on the passage of time, as the service period expires. | | | | | | As each unit of service is transferred to the customer in the specified service period. | | |

Our contract assets arise when we recognize revenue before billing and our right to payment is conditional on factors other than the passage of time and primarily relate to breakage revenue under firm service contracts and contracts with increasing fixed rates per volume, where we apply revenue levelization and recognize revenue evenly over the contract term.

Contract liabilities represent payments received for performance obligations which have not been fulfilled and primarily relate to (i) advanced payments for capital improvements, which we recognize as revenue ratably over the contract term; (ii) payments for temporary minimum volume shortfalls, which we recognize when the volume shortfalls are made up or make-up becomes remote; and (iii) contracts with decreasing fixed rates per volume, where we apply revenue levelization for amounts received for future performance obligations.

Other than service cost, all other components of net benefit (cost) credit are included within “Other, net” in our accompanying consolidated statements of income.

Variable Interest Entities (VIEs)

We evaluate our financial interests in business entities to determine if they represent VIEs when we are the primary beneficiary.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Note 6.](#i05694bb7d67a43afb7313186e8b605f6_220) | | | [Investments](#i05694bb7d67a43afb7313186e8b605f6_220) | | | | | | [93](#i05694bb7d67a43afb7313186e8b605f6_220) | | |

| [Note 7.](#i05694bb7d67a43afb7313186e8b605f6_223) | | | [Goodwill](#i05694bb7d67a43afb7313186e8b605f6_223) | | | | | | [94](#i05694bb7d67a43afb7313186e8b605f6_223) | | |

| [Note 8.](#i05694bb7d67a43afb7313186e8b605f6_226) | | | [Debt](#i05694bb7d67a43afb7313186e8b605f6_226) | | | | | | [94](#i05694bb7d67a43afb7313186e8b605f6_226) | | |

| [Note 16.](#i05694bb7d67a43afb7313186e8b605f6_262) | | | [Leases](#i05694bb7d67a43afb7313186e8b605f6_262) | | | | | | [120](#i05694bb7d67a43afb7313186e8b605f6_262) | | |

February 13, 2025

| | | | December 31, | | | | | | | | |

| ASSETS | | | | | | | | | | | |

| Amortization of excess cost of equity investments | | | 50 | | | | | | 66 | | | | | | 75 | | |

| Rate reparations, refunds and other litigation reserve adjustments | | | 24 | | | | | | (19) | | | | | | (190) | | |

| Cash and Cash Equivalents, beginning of period | | | $ | 83 | | | | | $ | 745 | | | | | $ | 1,140 | |

| Cash and Cash Equivalents, end of period | | | 88 | | | | | | 83 | | | | | | 745 | | |

| Restricted Deposits, end of period | | | 126 | | | | | | 13 | | | | | | 49 | | |

| Cash, Cash Equivalents and Restricted Deposits, end of period | | | 214 | | | | | | 96 | | | | | | 794 | | |

| Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Deposits | | | $ | 118 | | | | | $ | (698) | | | | | $ | (353) | |

| Cash paid during the period for income taxes, net | | | 33 | | | | | | 11 | | | | | | 13 | | |

| Balance at December 31, 2021 | | | | | | | | | | | | | | | 2,267 | | | | | | $ | 23 | | | | | $ | 41,806 | | | | | $ | (10,595) | | | | | $ | (411) | | | | | $ | 30,823 | | | | | $ | 1,098 | | | | | $ | 31,921 | |

| Impact of adoption of ASU 2020-06 (Note 10) | | | | | | | | | | | | | | | | | | | | | | | | | | | (11) | | | | | | | | | | | | | | | | | | (11) | | | | | | | | | | | | (11) | | |

| Balance at January 1, 2022 | | | | | | | | | | | | | | | 2,267 | | | | | | 23 | | | | | | 41,795 | | | | | | (10,595) | | | | | | (411) | | | | | | 30,812 | | | | | | 1,098 | | | | | | 31,910 | | |

| Repurchases of shares | | | | | | | | | | | | | | | (21) | | | | | | (1) | | | | | | (367) | | | | | | | | | | | | | | | | | | (368) | | | | | | | | | | | | (368) | | |

| EP Trust I Preferred security conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | 1 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,548 | | | | | | | | | | | | 2,548 | | | | | | 77 | | | | | | 2,625 | | |

| Dividends | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,504) | | | | | | | | | | | | (2,504) | | | | | | | | | | | | (2,504) | | |

| Distributions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (116) | | | | | | (116) | | |

| Contributions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 2 | | | | | | 2 | | |

| Impact of change in ownership interest in subsidiary | | | | | | | | | | | | | | | | | | | | | | | | | | | 190 | | | | | | | | | | | | | | | | | | 190 | | | | | | 311 | | | | | | 501 | | |

(a)Balances at December 31, 2024 and 2023 include $2 million and $3 million, respectively, included within “Other current liabilities” on our accompanying consolidated balance sheets.

To determine if a long-lived

Because the impairment test for long-lived assets held in use is based on estimated undiscounted cash flows, there may be instances where an asset or asset group is not considered impaired, even when its fair value may be less than its carrying value, because the asset or asset group is recoverable based on the cash flows to be generated over the estimated life of the asset or asset group.

Unproved oil and gas properties that are individually significant are periodically assessed for impairment of value, and a loss is recognized at the time of impairment.

ores, the gathering of natural gas and the production and supply of RNG.

| Estimated amortization expenses | | | | | | $ | 193 | | | | | $ | 191 | | | | | $ | 191 | | | | | $ | 190 | | | | | $ | 189 | |

*Revenue from Contracts with Customers*

The steps include: (i) identify the contract; (ii) identify the performance obligations of the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and then (v) recognize revenue when (or as) the performance obligation is satisfied.

Our customer sales contracts primarily include sales of natural gas, NGL, crude oil, CO2 and transmix, as described below.

Generally, for the majority of these contracts (i) each unit (Bcf, gallon, barrel, etc.) of commodity is a separate performance obligation, as our promise is to sell multiple distinct units of commodity at a point in time; (ii) the transaction price principally consists of variable consideration, which amount is determinable each month end based on our right to invoice at month end for the value of commodity sold to the customer that month; and (iii) the transaction price is allocated to each performance obligation based on the commodity’s standalone selling price and recognized as revenue upon delivery of the commodity, which is the point in time when the customer obtains control of the commodity and our performance obligation is satisfied.

Our customer services contracts are primarily for transportation service, storage service, gathering and processing service, and terminaling, as described below.

Generally, for the majority of these contracts (i) our promise is to transfer (or stand ready to transfer) a series of distinct integrated services over a period of time, which is a single performance obligation; (ii) the

transaction price includes fixed and/or variable consideration, which amount is determinable at contract inception and/or at each month end based on our right to invoice at month end for the value of services provided to the customer that month; and (iii) the transaction price is recognized as revenue over the service period specified in the contract (which can be a day, including each day in a series of promised daily services, a month, a year, or other time increment, including a deficiency makeup period) as the services are rendered using a time-based (passage of time) or units-based (units of service transferred) output method for measuring the transfer of control of the services and satisfaction of our performance obligation over the service period, based on the nature of the promised service (e.g., firm or non-firm) and the terms and conditions of the contract.

As of December 31, [removed: 2024,] [added: 2025,] our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934.

Based upon and as of the date of the evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, [removed: summarized] [added: summarized,] and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their audit report, which appears herein.

There has been no change in our internal control over financial reporting during the fourth quarter of [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Rule 10b5-1 Plans

On December 9, 2025, Michael Garthwaite, Vice President (President, Products Pipelines) of KMI, adopted a trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) providing for the sale of up to 18,600 shares of KMI common stock.

The expiration date for Mr. Garthwaite’s plan is February 16, 2027.

During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2025.][added: 2026.]

We have a securities trading policy governing the purchase, [removed: sale] [added: sale,] and other dispositions of KMI securities by directors,

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2025.][added: 2026.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2025.][added: 2026.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2025.][added: 2026.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2025.][added: 2026.]

“*Financial Statements and Supplementary Data*—Index to Financial Statements” set forth on Page [removed: [68](#i05694bb7d67a43afb7313186e8b605f6_178).][added: [66](#i02b52c0395d148e6aae78cce7c1d06e6_178).]

| [removed: 3.1] [added: 3.2] | | | | | | [Certificate of Amendment to Amended and Restated Certificate of Incorporation of KMI (filed as Exhibit 3.1 to KMI’s Current Report on Form 8-K filed May 16, 2023 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000044/kmi8-k05x16x2023xexhibit31.htm) | | |

| [removed: 3.2] [added: 3.3] | | | | | | [Amended and Restated Bylaws of KMI (filed as Exhibit 3.1 to KMI’s Current Report on Form 8-K, [removed: filed](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000004/kmi01x28x2024amendedbylaws.htm) [January 2](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000004/kmi01x28x2024amendedbylaws.htm)[8](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000004/kmi01x28x2024amendedbylaws.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000004/kmi01x28x2024amendedbylaws.htm)[5](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000004/kmi01x28x2024amendedbylaws.htm) [(File] [added: filed January 28, 2025 (File] No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000004/kmi01x28x2024amendedbylaws.htm) | | |

| 4.31 | | | | | | [Certificate of the Vice President and Chief Financial Officer, and Vice President, Investor Relations and Treasurer of KMI establishing the terms of the [removed: 2.00%](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000097/kmi-09302020xex41.htm) [Senior](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000097/kmi-09302020xex41.htm) [Notes] [added: 2.00% Senior Notes] due February 15, 2031 and the [removed: 3.25%](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000097/kmi-09302020xex41.htm) [Senior](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000097/kmi-09302020xex41.htm) [Notes] [added: 3.25% Senior Notes] due August 1, 2050 (filed as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000097/kmi-09302020xex41.htm) | | |

| 4.33 | | | | | | [Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of KMI establishing the terms of the 1.750%](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm) [Senior](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000097/kmi-09302020xex41.htm) [Notes due [removed: 2026 (filed] [added: 2026](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm) [(filed] as Exhibit 4.35 to KMI’s Annual Report on Form 10-](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm)K [for the year ended December 31, 2021 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm) | | |

| 4.34 | | | | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the 4.800% Senior Notes due 2033 and the 5.450% Senior Notes due 2052 (filed as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No. [removed: 001-35081)).](https://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000111/kmi-09302022exh41.htm)] | | |

| 4.36 | | | | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the 5.000% Senior Notes due 2029 and the 5.400% Senior Notes due [removed: 2034](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000031/kmi-03312024exh41.htm) [(filed] [added: 2034 (filed] as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000031/kmi-03312024exh41.htm) | | |

| 4.37 | | | | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the 5.100% Senior Notes due 2029 and the 5.950% Senior Notes due 2054 [removed: ((filed] [added: (](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000119/kmi-09302024exh41.htm)[filed] as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000119/kmi-09302024exh41.htm) [September](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000119/kmi-09302024exh41.htm) [3](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000119/kmi-09302024exh41.htm)[0](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000119/kmi-09302024exh41.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000119/kmi-09302024exh41.htm)[4](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000119/kmi-09302024exh41.htm) [(File] [added: ended September 30, 2024 (File] No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000119/kmi-09302024exh41.htm) | | |

| [removed: 4.38] [added: 4.39] | | | | | | Certain instruments with respect to long-term debt of KMI and its consolidated subsidiaries which relate to debt that does not exceed 10% of the total assets of KMI and its consolidated subsidiaries are omitted pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K, 17 C.F.R. sec. #229.601. KMI hereby agrees to furnish supplementally to the Securities and Exchange Commission a copy of each such instrument upon request. | | |

| [removed: 4.39] [added: 4.40] | | | | | | [Description of Capital Stock of Kinder Morgan, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.39 to KMI’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh439.htm) | | |

| [removed: 4.40] [added: 4.41] | | | | | | [Description of Debt Securities of Kinder Morgan, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.38 to KMI’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh438.htm) | | |

| [removed: 10.3] [added: 10.5] | | | | | | [removed: [2016 Form of Employee Restricted] [added: [KMI Employees] Stock [removed: Unit Agreement] [added: Purchase Plan] (filed as Exhibit [removed: 10.2] [added: 10.5] to KMI’s Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2016] [added: March 31, 2011] (File No. [removed: 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000150630716000103/kmi-06302016ex102.htm)] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630711000057/kmiex10_5.htm)] | | |

| 10.4 | | | | | | [removed: [2018] [added: [2021] Form of [removed: Employee Restricted] [added: Non-Employee Director] Stock [removed: Unit] [added: Compensation] Agreement (filed as Exhibit [removed: 10.3] [added: 10.5] to KMI’s [removed: Quarterly Report on] Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2018] [added: 2021] (File No. [removed: 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000150630718000058/kmi-06302018ex103.htm)] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/0001506307/000150630721000106/kmi-09302021exh105.htm)] | | |

| [removed: 10.5] [added: 10.3] | | | | | | [Kinder Morgan, Inc. Second Amended and Restated Stock Compensation Plan for Non-Employee Directors (filed as Exhibit 10.4 to KMI’s Form 10-Q for the quarter ended September 30, 2021 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/0001506307/000150630721000106/kmi-09302021exh104.htm) | | |

| [removed: 10.7] [added: 3.1] | | | | | | [removed: [KMI Employees Stock Purchase Plan] [added: [Amended and Restated Certificate of Incorporation of KMI dated May 8, 2015] (filed as Exhibit [removed: 10.5] [added: 3.1] to KMI’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2011] [added: June 30, 2015] (File No. [removed: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630711000057/kmiex10_5.htm)] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630715000043/kmi-06302015ex31.htm)] | | |

| [removed: 10.8] [added: 10.6] | | | | | | [Amended and Restated Annual Incentive Plan of KMI (filed as Exhibit 10.1 to KMI’s Current Report on Form 8-K filed January 26, 2021 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630721000019/kmi2021annualincentiveplan.htm) | | |

| [removed: 10.9] [added: 10.7] | | | | | | [Revolving Credit Agreement, dated August 20, 2021 among KMI, as borrower, Barclays Bank PLC, as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.1 to KMI’s Current Report on Form 8-K filed August 25, 2021 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-1.htm) | | |

| [removed: 10.10] [added: 10.8] | | | | | | [First Amendment dated December 15, 2022 to Revolving Credit Agreement dated August 20, 2021 among KMI, as borrower, Barclays Bank PLC, as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.12 to [removed: KMI](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1012.htm)[’](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1012.htm)[s] [added: KMI’s] Annual Report on Form 10-K for the year ended December 31, 2022 filed February 8, 2023 (File 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1012.htm) | | |

| [removed: 10.11] [added: 10.9] | | | | | | [Cross Guarantee Agreement, dated as of November 26, 2014 among KMI and certain of its subsidiaries with schedules updated as of December 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh1011.htm)[4](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh1011.htm)[.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh1011.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh109.htm)[5](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh109.htm)[.](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh109.htm)] | | |

| 21.1 | | | | | | [Subsidiaries of [removed: KMI.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh211.htm)] [added: KMI.](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh211.htm)] | | |

| 22.1 | | | | | | [Subsidiary guarantors and issuers of guaranteed [removed: securities.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh221.htm)] [added: securities.](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh221.htm)] | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh231.htm)] | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh311.htm)] | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh312.htm)] | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh321.htm)] | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630726000011/kmi-2025x10kxexh322.htm)] | | |

| 97.1 | | | | | | [Policy Relating to Recovery of Erroneously Awarded [removed: Compensation](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm) [(filed] [added: Compensation (filed] as [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm) [97](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm)[.1](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm) [to KMI](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm)[’](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm)[s] [added: Exhibit 97.1 to KMI’s] Annual Report on Form 10-K for the year ended December 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm)[3](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm) [filed February](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm) [20](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm)[4](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm) [(File] [added: 2023 filed February 20, 2024 (File] 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm) | | |

| 4.38 | | | | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the 5.150% Senior Notes due 2030 and the 5.850% Senior Notes due 2035 (filed as Exhibit 4.1 to KMI's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (File No. 001-35081](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000045/kmi-06302025ex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000045/kmi-06302025ex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000045/kmi-06302025ex41.htm)[.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000045/kmi-06302025ex41.htm) | | |

| 19.1 | | | | | | [KMI Securities Trading Policy](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh191.htm) [(filed as Exh](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh191.htm)[ibit 19.1 to KMI](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh191.htm)[’](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh191.htm)[s Annual Report on Form 10-K for the year ended December 31, 2024 filed](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh191.htm) [February 13, 2025 (File 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh191.htm)[.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh191.htm) | | |

| 10.6 | | | | | | [2021 Form of Non-Employee Director Stock Compensation Agreement (filed as Exhibit 10.5 to KMI’s Form 10-Q for the quarter ended September 30, 2021 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/0001506307/000150630721000106/kmi-09302021exh105.htm) | | |

| 19.1 | | | | | | [KMI Securities Trading Policy.](https://www.sec.gov/Archives/edgar/data/1506307/000150630725000008/kmi-2024x10kxexh191.htm) | | |

| Date: | | | February 13, [removed: 2025] [added: 2026] | | | | | |

| /s/ DAVID P. MICHELS | | | | | | Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ KIMBERLY A. DANG | | | | | | Chief Executive Officer (principal executive officer); Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ RICHARD D. KINDER | | | | | | Executive Chairman | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ AMY W. CHRONIS | | | | | | Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ TED A. GARDNER | | | | | | Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ ANTHONY W. HALL, JR. | | | | | | Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ STEVEN J. KEAN | | | | | | Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ MICHAEL C. MORGAN | | | | | | Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ ARTHUR C. REICHSTETTER | | | | | | Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ C. PARK SHAPER | | | | | | Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ WILLIAM A. SMITH | | | | | | Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| /s/ ROBERT F. VAGT | | | | | | Director | | | | | | February 13, [removed: 2025] [added: 2026] | | |

| | | | | | | | | | | | | | | |

| /s/ DEBORAH A. MACDONALD | | | | | | Director | | | | | | February 13, 2025 | | |

| Deborah A. Macdonald | | | | | | | | | | | | | | |