These exciting transactions have accelerated Crestwood’s development as a leader in the industry. Our strategic goal continues to be to build a best-in-class MLP midstream infrastructure company through the acquisition, integration and optimization of high-quality midstream assets that connect fundamental energy supply with energy demand across North America. The continued successful execution of that strategy is premised on meeting the needs of our preferred units:

As announced on March 25, 2021, we have entered into agreements with our former sponsor, First Reserve, providingcustomers, employees, business partners and key stakeholders, while creating sustainable value for its complete exit from its investment in our partnership and transitioning us to a governance structure that includes a publicly elected board of directors. We believe these changes will further align the interests of management and our board of directors with those of our public investors, consistent with our long-term ESG strategy. These governance changes not only enhance the voting rights of holders of common units but also those of holders of preferred units, since holders of preferred units will be entitled to vote with holders of common units in elections of board members, as well as on other matters.

In implementing these governance changes, we have assessed the provisions of our partnership agreement pertaining to our preferred units and, in particular, the change of control feature and the related redemption and other rights of holders of preferred units. Prior to our separation from First Reserve, a change of control could have been triggered upon the occurrence of both First Reserve having ceased to control our general partner and my having ceased to be the Chief Executive Officer. As a result of our separation from First Reserve, a change of control could now be triggered merely by my ceasing to be the CEO.

As the original founder of our predecessor company, I am very excited about this next step in our life cycle and the enhanced alignment it will create with our investors. I believe Crestwood has

Increased Gathering & Processing Activity Drives Growth in 2022

Following a very bright future,successful 2021 and although I have no current intention to step down as CEO, this provision of the change of control feature now unduly focuses on my continued employment as CEO. Consistent with corporate governance best practices, the board should be free to select our executive officers from time to time based on the best interestscurrent prices of crude oil, natural gas and natural gas liquids, Crestwood is excited about our 2022 outlook. Across our three core growth areas, the Partnership. Unless amended, this changeWilliston, Powder River and Delaware Basins, producers have forecasted, and we are currently experiencing, increased drilling and development activity compared to the last couple of control provision may interfereyears. Given our available gathering and processing capacity, budgeted capital expansions and improving customer base, we expect meaningful volume growth across our assets.

As part of our return of capital strategy to our investors, Crestwood is committed to providing a visible, secure and growing common distribution to create sustainable value for our unitholders. Based on our 2021 achievements and strong outlook for 2022, Crestwood announced that we will recommend to our Board of Directors, an increase of approximately 5 percent to its common distribution beginning with the board’s ordinary course succession planning and its ultimate discretion in the selection of a CEO other than me if circumstances warrant. Accordingly, we are seeking your consent through the accompanying consent solicitation statementfirst quarter 2022 payment to eliminate this provision of the change of control definitionunitholders.

Our Authentic Approach to ESG Leadership

Crestwood takes pride in our partnership agreement. sector leadership role for promoting sustainability principles across our organization and the midstream industry. We understand that as Crestwood grows through acquisition and organic development, it is our responsibility to engrain ESG principles into our business, operations, and culture. We believe this approach differentiates Crestwood as a leading midstream company and is an essential component of our customer service and community first approach.

Our board has determined that the adoption and approval of this amendment iskey ESG actions during 2021 are further described in the best interests of the Partnership and has directed that the amendment be submitted to you for approval.

We realize your time is valuable, and consequently, subject to receipt of requisite consents, we are offering a consent fee of $per preferred unit to be paid to holders of preferred units who validly provide (and do not revoke) their consents to this proposed amendment at or prior to 5:00 p.m., Eastern Time, on , 2021 (subject to termination or extension).

Your consent is important to us and our business. Your broker cannot provide a consent with respect to your preferred units on your behalf until it receives your instructions. Please provide your consent by following the instructions contained in the Consent Solicitation Statement.these proxy materials. We look forward to your participation.continuing a dialogue with our stakeholders on our ESG performance.

Recognizing our Energized Workforce

Houston, Texas 77002None of this would be possible without our dedicated team of approximately 700 employees. I am proud of their steadfast commitment to advancing Crestwood as a best-in-class midstream operator. In recent years, the Crestwood team has received numerous industry awards which reflect our core values and commitment to customer service. Due to the many talents of our innovative team, we were able to generate record financial results in 2021 delivering record Adjusted EBITDA of $600 million while showcasing solid operating performance and expanding key customer relationships.

CONSENT SOLICITATION STATEMENTWhen you consider Crestwood’s financial flexibility, history of disciplined growth, and commitment to strong operational results, we are in an excellent position. Looking to the future, we will continue to organically grow our business as new expansion opportunities arise and participate in strategic M&A when prospects emerge that fit our strategic model. I am grateful to our employees, our management team and our Board for their unwavering commitment to excellence every day.

SolicitationOn behalf of Consents to Amend the entire Board of Directors we thank you, our unitholders, for your continued support and investment in Crestwood.

Partnership Agreement fromSincerely,

Holders of Preferred Units (CUSIP No. 226344307)

Holders of Preferred Units:

Robert G. Phillips

Founder, Chairman and CEO

Crestwood Equity Partners LP a Delaware limited partnership (the “Partnership”, “CEQP”, “we”, “us”, or “our”), and Crestwood Equity GP LLC, a Delaware limited liability company acting in its capacity as Managing General Partner of the Partnership (the “Managing General Partner”), are conducting a consent solicitation (the “Consent Solicitation”) pursuant to which we are soliciting consents (“Consents”) from record holders (“Preferred Holders”) of the Partnership’s issued and outstanding Preferred Units representing limited partner interests (the “Preferred Units”) to approve an amendment of the “Change of Control” definition set forth in the Partnership’s Fifth Amended and Restated Agreement of Limited Partnership, effective as of January 1, 2013, as amended by the First Amendment thereto, effective as of September 30, 2015, the Second Amendment thereto, effective as of November 8, 2017, the Third Amendment thereto, effective as of May 30, 2018, and the Fourth Amendment thereto, effective as of June 28, 2019 (the Fifth Amended and Restated Agreement of Limited Partnership, as amended by such First, Second, Third, and Fourth Amendments, the “Partnership Agreement”). Such amendment, as more fully described below, is referred to herein as the “Proposed Amendment.” If the Requisite Consents (as defined below) are received by the Tabulation Agent through ATOP (and not revoked) at or prior to the Expiration Date (as defined below) and any other conditions set forth in this Consent Solicitation Statement are satisfied or waived, as applicable, then:

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Once the AR Partnership Agreement is executed by the Managing General Partner, the Partnership Agreement will be superseded by the AR Partnership Agreement. The Proposed Amendment would amend the definition of “Change of Control” in Section 1.1 of the Partnership Agreement. Accordingly, Preferred Holders are being asked to consent to the following proposal (the “Proposal”):

To amend the definition of “Change of Control” in Section 1.1 of the Partnership Agreement as set forth below, with deletions denoted as strikethrough text and insertions denoted as bold underlined text:

“Change of Control” means the occurrence of any of the following events: (i) (a) First Reserve Fund XI, L.P. or an Affiliate of First Reserve Fund XI, L.P. has ceased, directly or indirectly, in one or more series of related transactions, to control the General Partner (the Person, if any, acquiring such control of the General Partner, and each Person, if any, that subsequently acquires control of the General Partner, is hereinafter referred to as a “New GP Owner”) and (b) Robert G. Phillips has ceased to be the Chief Executive Officer of the General Partner; (ii) the Common Units are no longer listed or admitted for trading on the New York Stock Exchange or

Crestwood Equity Partners LP (NYSE: CEQP) is a Cash COC Event; (iviii) any direct or indirect sale, lease, transfer, conveyance or other disposition, in one or more series of related transactions, of all or substantially all of the properties orpublicly traded master limited partnership that owns and operates midstream assets of the Partnership to any Person; or (viv) any dissolution or liquidation of the Partnership (other than in connection with a bankruptcy proceeding or a statutory winding up); provided, if a Change of Control under clause (i) of this definition has occurred, and one or more Preferred Holders has elected, pursuant to Section 5.8(e)(ii)(C), to continue to hold Preferred Units, then, with respect to each such Preferred Holder, a Change of Control shall also mean the occurrence of any of the following events: (a) a New GP Owner has ceased, directly or indirectly, in one or more series of related transactions, to control the General Partner; or (b) if there is no New GP Owner, any merger, consolidation or other combination of the Partnership with another entity in which the Partnership is not the surviving entity.

Accordingly, after giving effect to the Proposed Amendment, definition of “Change of Control” in Section 1.1 of the Partnership Agreement would read as follows:

“Change of Control” means the occurrence of any of the following events: (i) the Common Units are no longer listed or admitted for trading on the New York Stock Exchange or another National Securities Exchange; (ii) a Cash COC Event; (iii) any direct or indirect sale, lease, transfer, conveyance or other disposition, in one or more series of related transactions, of all or substantially all of the properties or assets of the Partnership to any Person; or (iv) any dissolution or liquidation of the Partnership (other than in connection with a bankruptcy proceeding or a statutory winding up).

If the Requisite Consents are received by the Tabulation Agent through ATOP (and not revoked) and any other conditions set forth in this Consent Solicitation Statement are satisfied or waived, as applicable, then the AR Partnership Agreement will include the Proposed Amendment and, upon the Effective Time, the AR Partnership Agreement will become effective and all holders of the Preferred Stock will be bound by the terms and conditions of the AR Partnership Agreement (i.e., the AR Partnership Agreement, inclusive of the Proposed Amendment, will govern the terms of the Preferred Units held by all holders and their transferees, regardless of whether such holders have consented to the Proposed Amendment).

We have established the close of business on , 2021 as the record date (the “Record Date”) for determining those Preferred Holders entitled to vote on and, therefore, submit Consents with respect to the Proposal and the Proposed Amendment. For the Proposal and the Proposed Amendment to be approved, affirmative Consents with respect to the Proposal and the Proposed Amendment must be received by the Tabulation Agent through ATOP from holders of at least two-thirds of the issued and outstanding Preferred Units.

The Board of Directors of the Managing General Partner (the “Board”) has determined that adoption and approval of the Proposed Amendment and the Proposal arelocated primarily in the best interestsWilliston Basin, Delaware Basin, Powder River Basin, Marcellus Shale and Barnett Shale. Our operations and financial results are divided into three segments that include Gathering & Processing North, Gathering & Processing South and Storage & Logistics. Across our three segments Crestwood is engaged in the gathering, processing, treating, compression, storage and transportation of the Partnership, declared the Proposed Amendment advisable,natural gas; storage, transportation, terminalling and directed that the Proposed Amendmentmarketing of NGLs; gathering, storage, transportation, terminalling and the Proposal be submitted to the Preferred Holders for approval.

The Board recommends that all Preferred Holders consent to the Proposed Amendmentmarketing of crude oil; and the Proposal by electronically delivering their Consents in accordance with DTC’s ATOP procedures. See “The Consent Solicitation – How to Consent.”

To be counted, your properly submitted Consent must be received by the Tabulation Agent on or before 5:00 p.m., Eastern Time, on , 2021 (the “Expiration Date”), subject to early termination or extensiongathering and disposal of the Expiration Date at the discretion of the Managing General Partner. CONSENTS MAY BE REVOKED IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN AT ANY TIME PRIOR TO THE EARLIER OF THE EFFECTIVE TIME OR THE EXPIRATION DATE, BUT NOT THEREAFTER.

This document includes forward-looking statements within the value chain to service premier liquids-rich natural gas and crude oil shale plays across the United States. We own and operate a diversified portfolio of natural gas liquids, crude oil, natural gas, and produced water gathering, processing, storage, disposal, and transportation assets that connect fundamental energy supply with energy demand across North America. Our primary business objective is to maximize the valuemeaning of the PartnershipPrivate Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2021 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

General

The enclosed proxy is solicited by the Board of Directors of the General Partner for the Annual Meeting of Unitholders to be held at 2:00 p.m., Central Time, on Thursday, May 12, 2022, and any adjournment or postponement thereof. We will conduct a virtual online Annual Meeting this year, so our unitholders can participate from any geographic location with Internet connectivity. We believe this enhances accessibility to our Annual Meeting for all our unitholders, and is particularly important for our unitholders.

Crestwood Equity Partners LP is a holding company. Allunitholders, employees, and community considering the COVID-19 pandemic. Unitholders may participate in the Annual Meeting by registering at www.proxydocs.com/CEQP and entering the control number listed on your Notice of our consolidated operating assets are owned byInternet Availability of Proxy Materials, proxy card, or through our wholly owned subsidiary, Crestwood Midstream Partners LP, a Delaware limited partnership. In addition, we have equity investmentsvoting instruction form,and may submit questions during, or in joint ventures through which we operate certainadvance, of their respective assets.

the Annual Meeting. Our principal executive office isoffices are located at 811 Main Street, Suite 3400, Houston, Texas 77002,77002. This proxy statement is first being made available to our unitholders on or about March 30, 2022. References to “CEQP,” “we,” “us,” “our,” “ours” and similar terms refer to Crestwood Equity Partners LP.

Outstanding Securities and Quorum

Only holders of record of our common units and preferred units (collectively, “Units”) at the close of business on March 21, 2022, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 97,978,074 common units outstanding and 71,257,445preferred units outstanding and entitled to vote. Each common unit is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting. Each preferred unitholder is entitled to vote on a 1-for-10 as converted basis with every ten preferred units entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting. A majority of the aggregate outstanding Units entitled to vote, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be included in determining the presence of a quorum for the Annual Meeting.

Internet Availability of Proxy Materials

We are furnishing proxy materials to some of our unitholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs unitholders to a website where they can access our proxy materials, including our Proxy Statement and our Annual Report on Form 10-K, and view instructions on how to vote via the Internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials via e-mail, you will continue to receive access to those materials electronically unless you elect otherwise.

We encourage you to register to receive all future unitholder communications electronically, instead of in print. This means that access to the Annual Report on Form 10-K, Proxy Statement, and other correspondence will be delivered to you via e-mail.

Proxy Voting

Units that are properly voted via the Internet, mobile device, or by telephone number is or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board’s

recommendations as follows: “FOR” the election of each of the nominees to the Board named herein; “FOR” the ratification of the appointment of our independent auditors; and “FOR” approval, on an advisory basis, of our websiteexecutive compensation as described in this proxy statement. It is not partexpected that any additional matters will be brought before the Annual Meeting, but if other matters are properly presented, the persons named as proxies in the proxy card or their substitutes will vote in their discretion on such matters.

Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. To vote by any of these methods, read this Consent Solicitation Statement.proxy statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week.

PurposeWe encourage you to cast your vote by one of the Consent Solicitationfollowing methods:

		VOTE BY INTERNET Units Held of Record: www.proxypush.com/CEQP		VOTE BY TELEPHONE Units Held of Record: 866-318-2454
		Units Held in Street Name: See Notice of Internet Availability orVoting Instruction Form		Units Held in Street Name: See Voting Instruction Form

The purposeway your Units may be voted depends on how your Units are held. If you own Units of record, meaning that your Units are represented by certificates or book entries in your name so that you appear as a unitholder on the records of American Stock Transfer & Trust Company, LLC, our transfer agent, you may vote by proxy, meaning you authorize individuals named in the proxy card to vote your Units. You may provide this authorization by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of our proxy materials) by returning a proxy card. You also may participate in and vote during the Annual Meeting. If you own Units of record and you do not vote by proxy or at the Annual Meeting, your Units will not be voted.

If you own Units in street name, meaning that your Units are held by a bank, brokerage firm, or other nominee, you may instruct that institution on how to vote your shares. You may provide these instructions by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. You also may participate in and vote during the Annual Meeting. If you own Units in street name and do not either provide voting instructions or vote during the Annual Meeting, the institution that holds your Units cannot vote your Units at the meeting.

Voting Standard

A nominee for director shall be elected to the Board by a plurality of the Consent Solicitation is to obtain the approval of the Preferred Holders of the Proposal and the Proposed Amendment to amend the definition of Change of Control under the Partnership Agreement. The Proposal and the Proposed Amendment relate to the recently announced strategic transactions and agreements pursuant to which First Reserve Management, L.P. (“First Reserve”) is exiting its investmentvotes cast, in the Partnership, and the Partnership is purchasing the Managing General Partner. These transactions are referred to herein as the “First Reserve Separation.” In connection with and after consummation of the purchase of the Managing General Partnerperson or by the Partnership, our management intends to effect certain amendments (the “Governance Amendments”) to the governance provisions of the limited liability company agreement of the Managing General Partner and the Partnership Agreement, pursuant to which, among other things, the Managing General Partner will transition to having a board of directors electedproxy, by the holders of outstanding Units, voting as a single class. The conversion ratio of preferred units to common units is currently 10-to-1, but may be adjusted to account for unpaid distribution on such preferred units as needed. Abstentions and broker nonvotes will have no effect on the Common Units.outcome of the election. Broker non-votes occur when a person holding Units in street name, such as through a brokerage firm, does not provide instructions as to how to vote those common units and the broker does not then vote those Units on the unitholder’s behalf.

For all other matters proposed for a vote at the Annual Meeting, the affirmative vote of a majority of the outstanding Units present or represented by proxy and entitled to vote on the matter is required to approve the matter. For these matters, abstentions are not counted as affirmative votes on a matter but are counted as present and entitled to vote, and broker nonvotes, if any, will have no effect on the outcome of these matters.

Revocation

If you own Units of record, you may revoke your proxy or change your voting instructions at any time before your Units are voted at the Annual Meeting by delivering to the General Partner a written notice of revocation or a duly executed proxy (via the Internet, mobile device, or telephone or by returning a proxy card) bearing a later date or by participating in and voting during the Annual Meeting. A unitholder owning Units in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the Units or by participating in and voting during the Annual Meeting.

Participating in the Annual Meeting

This year’s Annual Meeting will be accessible through the Internet. We are conducting a virtual online Annual Meeting so our unitholders can participate from any geographic location with Internet connectivity. We believe this enhances accessibility to our Annual Meeting for all of our unitholders and is particularly important for our unitholders, employees, and community members considering the impacts from the COVID-19 pandemic.

You are entitled to participate in the Annual Meeting if you were a unitholder as of the close of business on March 21, 2022, the record date, or hold a valid proxy for the meeting. To participate in the Annual Meeting, including to vote and to view the list of registered unitholders as of the record date during the meeting, unitholders of record must access the meeting website at www.proxydocs.com/CEQP and enter the control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card provided to you with this Proxy Statement, or that is set forth within the body of the email sent to you with the link to this Proxy Statement. If your Units are held in street name and your Notice of Internet Availability of Proxy Materials or voting instruction form indicates that you may vote those common units through the www.proxypush.com/CEQP website, then you may access, participate in, and vote at the Annual Meeting with the control number indicated on that Notice of Internet Availability of Proxy Materials or voting instruction form. Otherwise, unitholders who hold their Units in street name should contact their bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” to be able to attend, participate in, or vote at the Annual Meeting.

Regardless of whether you plan to participate in the Annual Meeting, it is important that your Units be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting.

Unitholders are able to submit questions for the Annual Meeting’s question and answer session during the meeting. Unitholders who have been provided or obtained a control number may submit a question in advance of the meeting at www.proxydocs.com/CEQP after logging in with that control number. We also will post a replay of the Annual Meeting on our investor relations website, which will be available following the meeting. Additional information regarding the rules and procedures for participating in the Annual Meeting (including any adjournment thereof) will be set forth in our meeting rules of conduct, which unitholders can view during the meeting. Generally meeting Rules, procedures, code of conduct are posted only during the meeting on the meeting site, not available prior to check-in (15 minutes before meeting start).

We encourage you to access the Annual Meeting before it begins. Online check-in will be available at 1:45pm CT,approximately 15 minutes before the meeting starts on May 12, 2022. If you have difficulty accessing the meeting, please call the technical support number that will be posted in your instructional email you will receive after registering to attend the Annual Meeting. We will have technicians available to assist you.

Board and Governance Structure

Summary of Recent Governance Changes

On August 20, 2021, the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, was amended and restated as the Sixth Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) to, among other things, provide the holders of common units (the “common units”) and preferred units (the “preferred units”) representing limited partner interests of the Partnership with voting rights in the election of the members of the board of directors (the “Board”) of Crestwood Equity GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”) on a staggered basis beginning in 2022. Pursuant to the Partnership Agreement, effective as of August 20, 2021, the Board has been divided into three classes of directors. Three Class I directors will serve for an initial term that expires at the 2022 Annual Meeting, three Class II directors will serve for an initial term that expires at the 2023 Annual Meeting, and one Class III director will serve for an initial term that expires at the 2024 Annual Meeting.

Additionally, on August 20, 2021, the Amended and Restated Limited Liability Company Agreement of the General Partner was amended and restated as the Second Amended and Restated Limited Liability Company Agreement of the General Partner (the “GP LLC Agreement” and together with the Partnership Agreement, the “Governing Documents”) to, among other things, reflect the provisions in the Partnership Agreement providing the holders of common units with voting rights in the election of the members of the Board on a staggered basis beginning in 2022. Our Partnership Agreement is filed as Exhibit 3.1 to our Current Report on Form 8-K filed on August 20, 2021, and the GP LLC Agreement is filed as Exhibit 3.2 to our Current Report on Form 8-K filed on August 20, 2021.

General Overview and Board Makeup

The Board currently has ten members, including the CEO, who currently serves as Chairman of the Board. Pursuant to the terms of the Director Nomination Agreement, on February 1, 2022, Oasis Petroleum Inc. (“Oasis Petroleum”), designated two directors to serve on the Board (Mr. Jacobi and Mr. Lancaster). Mr. Lancaster serves as a Class II director and Mr. Jacobi serves as a Class III director. Oasis Petroleum will continue to have the right to nominate up to two directors to the Board, subject to ongoing minimum ownership levels.

The Board is divided into three staggered classes, as set forth below. At each annual meeting, only the eligible directors of a class whose term is expiring will be up for election and, upon election, the elected directors in that class will serve for a term of three years, subject to a director’s earlier resignation, death or removal. If a director is elected to the Board to fill a vacancy, that director will have the same remaining term as his or her predecessor.

Our governing documents require that at least a majority of directors must meet the independence requirements of the national securities exchange on which the securities of the Partnership Agreement governingare listed (currently NYSE).

Class I Directors Standing for Election at the rights2022 Annual Meeting

The Board has currently fixed the number of Preferred Holders,directors constituting the Preferred Units are convertible into Common Units,Board at ten. The Board, based on the recommendation of the Nominating and Governance Committee, proposed that the following three nominees be elected at the Annual Meeting, each of whom will hold office until the 2025 annual meeting of unitholders or until his or her successor shall have been elected and qualified:

Each of the nominees is currently a director of the General Partner and has been elected to hold office until the 2022 Annual Meeting or until his or her successor has been elected and qualified. Each of the nominees was most recently appointed Class I directors on August, 20, 2021. Biographical and related information on each nominee is set forth below.

The Board expects that the three nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may nominate and elect substitute nominees, and the Preferred Holdersproxies will be voted in favor of any such substitute nominees.

				The Board of Directors recommends a vote "FOR" each nominee.

In evaluating the nominees for the Board of Directors, the Board and the Nominating and Governance Committee took into account the qualities they seek for directors, and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of the Partnership, as discussed below in each biography and under “Director Nominee Tenure, Skills, and Characteristics.” When evaluating re-nomination of existing directors, the Nominating and Governance Committee also considers the nominees’ past and ongoing effectiveness on the Board and their independence.

Director Biographical Information

Directors Standing for Election at the 2022 Annual Meeting

Other Directors Not Standing for Election at the 2022 Annual Meeting

Class II Directors (terms expire by 2023 annual meeting of unitholders)

Class III Directors (terms expires by 2024 annual meeting of unitholders)

Director Nominee Tenure, Skills, and Characteristics

In 2021, we established a Nominating and Governance Committee, which meets at least quarterly and reviews the performance, and contributions of existing Board members to the extent they are entitledcandidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Partnership’s needs at that point in time. The Nominating and Governance Committee includes, and has any search firm that it engages include, women and individuals from underrepresented racial/ethnic groups in the pool from which the Committee selects director candidates. When considering candidates as potential Board members, the Board and the Nominating and Governance Committee will evaluate the candidates’ ability to vote togethercontribute to such diversity. The Board assesses its effectiveness in this regard as part of its Board and director evaluation process. Currently, of our three director nominees, one is a woman, all are independent, and one has served for five years or less. The Board’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. The tenure range of our Board is as follows:

Among the qualifications and skills of a candidate considered important by the Nominating and Governance Committee are:

Corporate Governance

Board Leadership

The Board is responsible for the control and direction of the Partnership. The Board represents the unitholders and its primary purpose is to build long-term unitholder value. The Board has no policy that requires that the positions of the Chairman of the Board (the Chairman) and the Chief Executive Officer (CEO) be separate or that they be held by the same individual. The Board believes that this determination should be based on circumstances existing from time to time, including the composition, skills and experience of the Board and its members, specific challenges faced by us or the industry in which it operates, and governance efficiency.

The Chair of the Board is selected by the Board and currently is our Founder and CEO, Robert G. Phillips. The Board believes that this leadership structure is appropriate given Mr. Phillips’ role in founding the Partnership and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Partnership operate in the long-term interests of unitholders.

In addition, the independent directors on the Board have appointed a lead director from the Board’s independent directors, currently Warren Gfeller, in order to promote independent leadership of the Board. The lead director presides over the executive sessions of the independent directors (which occur

at least once a year), chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead director confers from time to time with the holders of Common Units, as a single class (or as a separate class, if the matter being voted on adversely affects the rights, powers, privileges, or preferencesChair of the Preferred Units in relationBoard and the independent directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead director reinforce the Board’s independent oversight of management and contribute to other classes of Partnership Interests (as defined under the Partnership Agreement) or as required by law), on an as-converted basis. Thus, as a result of the Governance Amendments, Preferred Holders would also participate with the holders of the Common Units in electing the board of directors. Prior to the Governance Amendments,communication among members of the Board.

Director Independence

Because we are a limited partnership, the listing standards of the NYSE do not require that we have a majority of independent directors on the Board, nor that the Partnership establish or maintain a Nominating and Governance Committee or Compensation Committee of the Board. We are, however, required to have an audit committee consisting of at least three members, all of whom are required to be independent as defined by the NYSE. The Board has determined that, Warren Gfeller, John Jacobi, Janeen Judah, N. John Lancaster, Jr., David Lumpkins, Angela Minas, John Sherman, Frances Vallejo, and Clay Williams qualify as independent pursuant to independence standards established by the NYSE as set forth in Section 303A.02 of the NYSE Listed Company Manual. To be considered an independent director under the NYSE listing standards, the Board must affirmatively determine that a director has no material relationship with us other than as a director. In making this determination, the Board adheres to all of the specific tests for independence included in the NYSE listing standards and considers all other facts and circumstances it deems necessary or advisable.

A Director need not be a member of the General Partner or a Limited Partner; however, a majority of the Directors comprising the Board of Directors must meet the independence standards required of directors who serve on a board of directors established by the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Managing General Partner have been appointedU.S. Securities and Exchange Commission (the “Commission”) thereunder and by the ownersNational Securities Exchange on which the common units are listed or admitted to trading (or if no such National Securities Exchange, the New York Stock Exchange).

Risk Oversight

The Partnership faces a number of risks, including environmental and regulatory risks, and others, such as the impact of competition. Management is responsible for the day-to-day management of risks the Partnership faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In fulfilling its risk oversight role, the Board must determine whether risk management processes designed and implemented by our management are adequate and functioning as designed. Senior management regularly delivers presentations to the Board on strategic matters, operations, risk management and other matters, and is available to address any questions or concerns raised by the Board.

Our board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists with risk management oversight including in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements and our risk management policy relating to our hedging program. The Compensation Committee assists the Board with risk management relating to our compensation policies and programs. The Sustainability Committee assists the Board on matters relating to sustainability, which include environmental risks and opportunities, social responsibility and impacts, employee, contractor and community health and safety, and activities related to stakeholder engagement and community investment. The Finance Committee assists the Board in fulfilling its oversight responsibilities across the principal areas of corporate finance and financial risk management. The Nominating and Governance Committee assists the Board on matters related the evaluation of the Managing General Partner,Board and neither the holdersits standing committees. succession planning of the Common Units nor the Preferred Holders were entitled to vote in the election of such board of directors. Additionally, under SEC rules, as a result of holding annual meetings for unitholders to participate in the election of directors, the Partnership will become subject to “say-on-pay”CEO and “say-on-frequency” votes, further increasing unitholder participation inkey executive officers and oversight responsibilities regarding the governance of the PartnershipPartnership.

Board Evaluation

On an annual basis we conduct a comprehensive Board self-evaluation to assess the effectiveness of our Board, committees, and aligning interestsmembers. Board members complete a detailed confidential questionnaire which provides for qualitative ratings in key areas and seeks subjective comment in each of those areas. A summary report is prepared and presented to the Board. The responses from Board members are summarized without attribution to a particular member to facilitate candid feedback.

The Board and senior executives then review and discuss the evaluation results and any actions to be taken. The results are used to inform Board and committee composition and refreshment, including potential expansion and refinement of the attributes and experience criteria for Board membership, and to address the evolving needs of the company. The evaluation aims (1) to find opportunities where Board and committees can improve their performance and effectiveness, (2) to assess any need to evolve the composition and expertise of the Board, and (3) to assure that our Board and committees are operating in accordance with our Corporate Governance Guidelines and committee charters.

Code of Ethics

Crestwood is committed to running an ethical business, which is supported by our clearly articulated policies and rigorous management systems and processes. We have adopted a Code of Business Ethics and Conduct that outlines our guiding principles and expectations, which can be found at www.crestwoodlp.com/investors/governance.

Each officer, director and employee is responsible for upholding our standards for ethics and integrity as set forth in the Code. Every two years all directors and employees are required to complete ethics training on our Code.

Any employee witnessing a violation of the Code is asked to report their concern through our independent Ethics Hotline, which is available 24 hours a day, seven days a week. All employees receive regular communication about the hotline to ensure that everyone knows their reporting options and understands Crestwood’s commitment to ethics and integrity. Our compliance team takes all concerns seriously and follows the necessary protocols and processes to quickly resolve them. We maintain absolute anonymity, to the extent possible, and empower any employee reporting a violation to discuss their concern without fear of retaliation.

We track the number of requests made and the length of time from reporting to resolution to evaluate the success of the hotline. Any ethics violations and results of the whistleblower hotline are reported to the Audit Committee by our Chief Compliance Officer, who also shares quarterly general ethics updates with the Board.

Corporate Governance Guidelines

The Board has adopted a robust set of Corporate Governance Guidelines that addresses the goals and expectations with respect to key corporate governance matters. The Guidelines address the following topics:

Please visit our investor relations website at www.crestwoodlp.com/investors, “Governance,” for additional information on our corporate governance.

Board Meetings and Committees

The Board meets in regularly scheduled sessions and holds special meetings and acts by unanimous written consent whenever circumstances require. Our independent directors meet in executive session at least once a year. During 2021, there were 17 total meetings of the Board. All incumbent directors attended at least 90 percent of the aggregate of the meetings of the Board and committees on which they served occurring during 2021.

The Board has established an Audit Committee, a Compensation Committee, a Finance Committee, a Nominating and Governance Committee and a Sustainability Committee, each of which is comprised entirely of directors who meet the applicable independence requirements of the NYSE rules. The committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to unitholders. In February 2022, in connection with the Oasis transaction, the Board approved several changes to the Committee assignments. The table below provides current board membership information as well as committee meeting information for the last fiscal year.

Name		Audit Committee		Compensation Committee		Finance Committee		Nominating and Governance Committee		Sustainability Committee
Robert G. Phillips
Warren H. Gfeller
John Jacobi
Janeen S. Judah
N. John Lancaster, Jr.
David Lumpkins
Angela A. Minas
John J. Sherman
Frances M. Vallejo
Clay C. Williams
Total Meetings in 2021		7		6		4		0		4
2021 Attendance Percentage		97%		100%		100%		N/A		100%

		Committee Chair

The functions performed by these committees, which are set forth in more detail in their charters, are summarized below.

Audit Committee

The members of the Audit Committee are Angela Minas (Chair), David Lumpkins and Frances Vallejo. The Board has determined that each of the members of the Audit Committee meet the independence standards of the NYSE and is financially literate. In addition, the Board has determined that Ms. Minas is an audit committee financial expert based upon the experience stated in her biography. The Audit Committee’s primary responsibilities are to monitor: (i) the integrity of our financial reporting process and internal control system; (ii) the independence and performance of the independent registered public accounting firm; and (iii) the performance of the disclosure controls and procedures established by management, internal audit function and compliance with legal and regulatory requirements. The Audit Committee charter may be found on our website at www.crestwoodlp.com/investors/governance.

Compensation Committee

The members of the Compensation Committee are Clay Williams (Chair), N. John Lancaster, Jr., and Angela Minas. Although we are not required by NYSE listing standards to have a Compensation Committee, three members of the Board serve as members of our Compensation Committee, which oversees compensation decisions for members of the Board, the executive officers of the General Partner, as well as the compensation plans described below. Each year, the Compensation Committee reviews the Partnership’s goals and objectives relevant to the compensation of the Chief Executive Officer and executive officers and makes recommendations to the Board with those of unitholders.

Sustainability Committee

The members of the Sustainability Committee are Janeen Judah (Chair), John Jacobi and Frances Vallejo. The Board established the Sustainability Committee to provide oversight of the Partnership’s sustainability initiatives and to ensure that environmental, social and governance risks are incorporated into our long-term business strategy. The Sustainability Committee also oversees the development of our sustainability strategy, as well as review and recommend to the Board for approval any sustainability reporting and disclosure. The Sustainability Committee meets as often as necessary, but at least quarterly, to fulfill its responsibilities, some of which include: (i) reviewing and advising the Board on the Partnership’s sustainability goals and commitments, achievements, and reporting targets, (ii) advising the Board of stakeholder concerns and (iii) providing the Board guidance on the Partnership’s advocacy efforts and relations with indigenous people. The Sustainability Committee also performs such other functions and exercises such other powers as may be specified in the written charter for the Sustainability Committee adopted by the Board. The Sustainability Committee charter may be found on our website at www.crestwoodlp.com/investors/governance.

Director Nominations

Pursuant to Section 13.4(b)(vi) of our Partnership Agreement, would eliminate the possibility that a mere cessationnominations of the servicepersons for election of Mr. Phillips as Chief Executive Officer of the Managing General Partner would constitute a Change of Control (and thus trigger the potential consequences thereof set forth in the Partnership Agreement).

Requisite Consents

The adoption of the Proposal and the Proposed Amendment requires the consent of Preferred Holders holding at least two-thirds of the issued and outstanding Preferred Units as of the Record Date (the “Requisite Consents”). See “The Consent Solicitation—Requisite Consents.”

How to Consent

Preferred Holders who wish to consentdirectors to the Proposal and the Proposed Amendment must deliver their properly submitted Consent in accordance with the DTC’s ATOP procedures so that it is received on or before the Expiration Date. Do not, for any reason, deliver your Preferred Units to us, the Managing General Partner or the Information and Tabulation AgentBoard may be made at this time and do not deliver the Consent to any person other than us and the Managing General Partner. See “The Consent Solicitation – How to Consent.”

chairperson and Sustainability Committee chairperson each receive additional cash compensation of $20,000 per year. All cash compensation is paid to the Proposal andnon-employee directors in quarterly installments. Additionally, each non-employee director receives an annual grant of restricted units under our long-term incentive plan equal to approximately $110,000 in value that vests on the Proposed Amendment.

Risk Related to the Consent Solicitation

Conflicts of interest may exist between holders of common units, including our officers and directors, and Preferred Holders.

As of April 30, 2021, our directors, executive officers, and holders of more than 5%first anniversary of the Partnership’s common units representing limited partner interests (the “Common Units”) collectively beneficially owned approximately 18.55%date of issuance. Each grant compensates for future performance, and generally no portion of a restricted unit vests until the outstanding Common Units. Our directors and executive officers do not beneficially own any Preferred Units.

The existence of separate classes of limited partner interests, with one class holdingyear after it is granted. If a liquidation preference, may give risedirector leaves the Board prior to a conflict of interest. Our Board has sought to act in the best interest of all equityholders, mindful ofvest date for any potential conflicts of interest. However, the Consent Solicitation and the Proposed Amendment may give rise to certain conflicts of interest between the Preferred Holders and holders of the Partnership’s Common Units, which we may not be able to effectively address, including, but not limited to, the fact that the amendments to the terms of the Preferred Units reflected in the Proposal and the Proposed Amendment may reduce the likelihood ofreason other than a Change of Control occurring and thus a Change of Control remedy being exercised by the Preferred Holders (e.g., redemption of the Preferred Units at a price per Preferred Unit equal to 101% of $9.1273, plus accrued and unpaid distributions to the date of such redemption), which would indirectly benefit the existing holders of Common Units by potentially preserving cash in the Partnership or avoiding dilution of the Common Units.

This proposal, commonly known as a “say-on-pay” proposal, provides our unitholders with the Chief Executive Officeropportunity to cast a pass-through advisory vote on the approval of the Managing General Partner. Managementcompensation of our named executive officers. We are asking unitholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and narrative.

As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee has structured our executive compensation program to tie total compensation to long-term performance that supports unitholder value, as reflected primarily in our common unit price.

We believe our compensation philosophy has served our employees and unitholders well. In 2021, as part of our corporate governance engagement with our unitholders, including both large and small investors, we met with representatives of unitholders owning over 40% of our common units. During these meetings, unitholders expressed no concerns with the manner in which our executive compensation program operates.

We urge unitholders to read the “Compensation Discussion and Analysis,” as well as the Summary Compensation Table and related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers has supported and contributed to our success.

The Board of Directors recommends that the unitholders vote in favor of the Managing General Partner believesfollowing resolution:

“RESOLVED, that the potential triggeringcompensation paid to the named executive officers, as disclosed pursuant to Item 402 of a ChangeRegulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

Although this advisory vote is not binding, the Compensation Committee will consider the voting results when evaluating our executive compensation program.

				The Board of Directors recommends a vote “FOR” approval, on an advisory basis, of our executive compensation as described in this Proxy Statement.

The following table sets forth certain information regarding the continued Chief Executive Officer statusbeneficial ownership of Mr. Phillips would be inconsistent with conventional and customary changeour common units as of control provisions appearing in the equity and debt instrumentsMarch 21, 2022 (except as otherwise indicated) by (i) each person or entity known by us to beneficially own more than 5% of publicly traded companies, and as such potentially would not be in the best interestsour common units, (ii) each of the Partnership. Furthermore, the existing definition of Change of Control would unduly focus on the continued employment of Mr. Phillips as the Chief Executive Officer of the Managing General Partner. Consistent with corporate governance best practices, the Board believes that it should be free to select the executive officers of the Managing General Partner, from time to time based on the best interests of the Partnership. Unless amended, the definition of Change of Control in the Partnership Agreement may interfere with the Board’s ability to conduct ordinary course succession planning and ultimately its discretion in the selection of a Chief Executive Officer. If adopted, the proposed changes to the definition of Change of Control in the Partnership Agreement would eliminate the possibility that a mere cessation of the service of Mr. Phillips as Chief Executive Officer of the Managing General Partner would constitute a Change of Control (and thus trigger the potential consequences thereof set forth in the Partnership Agreement).

Proposal and Proposed Amendment

On May 6, 2021, the Board approved the Proposed Amendment, which would, when approved by the holders of at least two-thirds of the Preferred Units, be included in the AR Partnership Agreement to be executed by the Managing General Partner (which would thereby implement the Proposal and the Proposed Amendment). You are being asked to approve the Proposal, as described below, and the Proposed Amendment.

If the Proposal and the Proposed Amendment are approved, then the cessation of Robert G. Phillips being the Chief Executive Officer of the Managing General Partner will no longer be deemed a Change of Control.

The Proposal seeks to make the following changes to the Partnership Agreement:

To amend the definition of “Change of Control” in Section 1.1 of the Partnership Agreement as set forth below, with deletions denoted as strikethrough text and insertions denoted as bold underlined text:

“Change of Control” means the occurrence of any of the following events: (i) (a) First Reserve Fund XI, L.P. or an Affiliate of First Reserve Fund XI, L.P. has ceased, directly or indirectly, in one or more series of related transactions, to control the General Partner (the Person, if any, acquiring such control of the General Partner, and each Person, if any, that subsequently acquires control of the General Partner, is hereinafter referred to as a “New GP Owner”) and (b) Robert G. Phillips has ceased to be the Chief Executive Officer of the General Partner; (ii) the Common Units are no longer listed or admitted for trading on the New York Stock Exchange or another National Securities Exchange; (iiiii) a Cash COC Event; (iviii) any direct or indirect sale, lease, transfer, conveyance or other disposition, in one or more series of related transactions, of all or substantially all of the properties or assets of the Partnership to any Person; or (viv) any dissolution or liquidation of the Partnership (other than in connection with a bankruptcy proceeding or a statutory winding up); provided, if a Change of Control under clause (i) of this definition has occurred, and one or more Preferred Holders has elected, pursuant to Section 5.8(e)(ii)(C), to continue to hold Preferred Units, then, with respect to each such Preferred Holder, a Change of Control shall also mean the occurrence of any of the following events: (a) a New GP Owner has ceased, directly or indirectly, in one or more series of related transactions, to control the General Partner; or (b) if there is no New GP Owner, any merger, consolidation or other combination of the Partnership with another entity in which the Partnership is not the surviving entity.

At Crestwood, sustainability means operating in an ethically, environmentally and socially responsible manner; focusing on safety; respecting and supporting our Annual Reportcommunities; protecting the environment; and developing our employees.

In November 2021, we developed Crestwood’s second three-year sustainability strategy which outlines the focus areas for Crestwood’s ESG/sustainability initiatives that will continue to drive its performance, create impact and maintain its MLP ESG midstream leadership position. The development of our 2022 - 2024 sustainability strategy is a result of our recent materiality assessment update, which includes input from key stakeholders and investors.

Over the next three years, our sustainability strategy will focus on Form Supply Chain Management, Transparency and Disclosure, Biodiversity & Ecosystem Protection, Carbon Management, Diversity, Equity & Inclusion and Indigenous Relations.

Carbon Management Plan

Carbon management a leading component of Crestwood’s three-year sustainability strategy. Our recently published carbon management plan outlines near-term emissions reduction activities that we intend to implement and highlights not only a series of commitments, but also the mechanisms for the fiscal year ended December 31, 2020 (SEC File No. 001-34664) filed with the SECachievement of those commitments as we continue to expand our leading Gathering and Processing asset portfolio. For more information on February 26, 2021; andour Carbon Management Plan, see https://www.crestwoodlp.com/sustainability.

Human Capital Management

Crestwood knows that it is crucial that we continue to attract and retain talent.Through our diverse and inclusive workplace, our comprehensive compensation and benefits, our career management, and our focus on health, safety and employee wellbeing, we strive to holistically support our employees.

Our innovation stems from the diverse perspectives, knowledge, and experiences of our employees. We strive to create an inclusive workplace where all employees are treated with dignity and respect. Our commitment to Diversity, Equity and Inclusion (DEI) starts at the top with a highly skilled and diverse Board. Of our independent directors, 30 percent are female. As of December 31, 2021, of our 645 employees, women represented 30 percent of Crestwood’s full-time executive positions and 22 percent of full-time employees. Our Sustainability Committee at the board-level has oversight of our DEI programs.