Pricing Term Sheet

Free Writing Prospectus

Dated October 26, 2015

Filed pursuant to Rule 433

Relating to the

Preliminary Prospectus Supplement dated October 26, 2015 to the

Prospectus dated October 26, 2015

Registration No. 333-207599

Issuer:

Kinder Morgan, Inc.

Ticker / Exchange for the Common Stock:

KMI / New York Stock Exchange (“NYSE”)

Depositary Shares Offered:

32,000,000 Depositary Shares, each of which represents a 1/20th interest in a share of the Issuer’s 9.75% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”). At settlement of the Offering, the Issuer will issue 1,600,000 shares of Mandatory Convertible Preferred Stock, subject to the underwriters’ option to purchase additional Depositary Shares, solely to cover over-allotments.

Over-Allotment Option:

4,800,000 additional Depositary Shares (corresponding to 240,000 additional shares of the Mandatory Convertible Preferred Stock).

Use of Proceeds:

The Issuer estimates that it will receive approximately $1,541 million from the Offering, after deducting the underwriting discount and the Issuer’s estimated expenses of the Offering (or approximately $1,773 million if the underwriters exercise their over-allotment option to purchase additional Depositary Shares in full). The Issuer expects to use the net proceeds from the Offering to repay borrowings under its revolving credit facility and commercial paper debt and for general corporate purposes.  An underwriter has agreed to reimburse the Issuer for its expenses for the Offering.

See “Use of Proceeds” in the Preliminary Prospectus Supplement.

Per Depositary
Share

Total

Public Offering Price

$

49.00

$

1,568,000,000.00

Underwriting Discounts

$

0.833

$

26,656,000.00

Proceeds to the Issuer (Before Expenses)

$

48.167

$

1,541,344,000.00

Dividends:

9.75% of the liquidation preference of $1,000 per share of the Mandatory Convertible Preferred Stock per year. Dividends will accumulate from the Settlement Date and, to the extent that the Issuer is legally permitted to pay dividends and its board of directors, or an authorized committee thereof, declares a dividend payable with respect to the Mandatory Convertible Preferred Stock, the Issuer will pay such dividends in cash or, subject to certain limitations, by delivery of shares of the Issuer’s common stock (the “Common Stock”) or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion; provided that any unpaid dividends will continue to accumulate.

The expected dividend payable on the first Dividend Payment Date is approximately $23.2917 per share of Mandatory Convertible Preferred Stock (equivalent to approximately $1.16458 per Depositary Share). Each subsequent dividend is expected to be $24.375 per share of Mandatory Convertible Preferred Stock (equivalent to $1.21875 per Depositary Share).

Dividend Record Dates:

The January 11, April 11, July 11 and October 11 immediately preceding the relevant Dividend Payment Date.

Dividend Payment Dates:

January 26, April 26, July 26 and October 26 of each year, commencing on January 26, 2016 and ending on, and including, October 26, 2018.

Mandatory Conversion Date:

The third business day immediately following the last trading day of the 20 consecutive trading day period beginning on, and including, the 23rd scheduled trading day immediately preceding October 26, 2018.

Initial Price:

Approximately $27.56, which is equal to $1,000, divided by the Maximum Conversion Rate.

Threshold Appreciation Price:

Approximately $32.38, which represents a premium of approximately 17.5% over the Initial Price and is equal to $1,000, divided by the Minimum Conversion Rate.

Floor Price:

$9.65 (approximately 35% of the Initial Price).

Conversion Rate per Share of Mandatory Convertible Preferred Stock:

The conversion rate for each share of Mandatory Convertible Preferred Stock will not be more than 36.2840 shares of Common Stock and not less than 30.8800 shares of Common Stock (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”) (and, correspondingly, the conversion rate for each Depositary Share will not be more than 1.8142 shares of Common Stock and not less than 1.5440 shares of Common Stock), depending on the applicable market value (as defined in the Preliminary Prospectus Supplement) of the Common Stock, as described below.

The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution

adjustments described in the Preliminary Prospectus Supplement, based on the applicable market value of the Common Stock:

Applicable Market Value of
the Common Stock

Conversion Rate per Share of
Mandatory Convertible
Preferred Stock

Greater than the Threshold Appreciation Price

30.8800 shares of Common Stock

Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price

Between 30.8800 and 36.2840 shares of Common Stock, determined by dividing $1,000 by the applicable market value

Less than the Initial Price

36.2840 shares of Common Stock

The following table illustrates the conversion rate per Depositary Share, subject to certain anti-dilution adjustments described in the Preliminary Prospectus Supplement, based on the applicable market value of the Common Stock:

Applicable Market Value of
the Common Stock

Conversion Rate per Depositary
Share

Greater than the Threshold Appreciation Price

1.5440 shares of Common Stock

Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price

Between 1.5440 and 1.8142 shares of Common Stock, determined by dividing $50 by the applicable market value

Less than the Initial Price

1.8142 shares of Common Stock

Optional Conversion:

Other than during a fundamental change conversion period (as defined in the Preliminary Prospectus Supplement), a holder of Mandatory Convertible Preferred Stock may, at any time prior to October 26, 2018, elect to convert such holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part, at the Minimum Conversion Rate, subject to adjustment as described in the Preliminary Prospectus Supplement.  Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of Depositary Shares may convert its Depositary Shares only in lots of 20 Depositary Shares.

Fundamental Change:

If a fundamental change (as defined in the Preliminary Prospectus Supplement) occurs on or prior to October 26, 2018, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of Common Stock at the fundamental change conversion rate (as defined in the Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Preliminary Prospectus Supplement) of such fundamental change and ending on, and including, the date that is 20 calendar days after such effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than October 26, 2018).

The following table sets forth the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock based on the effective date of the fundamental change and the stock price (as defined in the Preliminary Prospectus Supplement) in the fundamental change:

Stock Price on Effective Date

Effective Date

$10.00

$15.00

$20.00

$25.00

$27.56

$30.00

$32.38

$35.00

$40.00

$50.00

$75.00

$100.00

October 30, 2015

20.0080

24.0520

25.6080

25.7800

25.6780

25.5840

25.5440

25.5740

25.8300

26.7080

28.3280

29.0280

October 26, 2016

24.3680

27.5920

28.6540

28.3560

28.0080

27.7060

27.4940

27.3820

27.4640

28.1140

29.2080

29.6440

October 26, 2017

29.7380

31.7000

32.2780

31.5020

30.7980

30.1540

29.6660

29.3440

29.2160

29.5720

30.0540

30.2580

October 26, 2018

36.2840

36.2840

36.2840

36.2840

36.2840

33.3340

30.8800

30.8800

30.8800

30.8800

30.8800

30.8800

The exact stock price and effective date may not be set forth on the table, in which case:

·                  if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be determined by straight-line interpolation between the fundamental change conversion rates per share of Mandatory Convertible Preferred Stock set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable;

·                  if the stock price is in excess of $100.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Minimum Conversion Rate, subject to adjustment as described in the Preliminary Prospectus Supplement; and

·                  if the stock price is less than $10.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Maximum Conversion Rate, subject to adjustment as described in the Preliminary Prospectus Supplement.

The following table sets forth the fundamental change conversion rate per Depositary Share based on the effective date of the fundamental change and the stock price in the fundamental change:

Stock Price on Effective Date

Effective Date

$10.00

$15.00

$20.00

$25.00

$27.56

$30.00

$32.38

$35.00

$40.00

$50.00

$75.00

$100.00

October 30, 2015

1.0004

1.2026

1.2804

1.2890

1.2839

1.2792

1.2772

1.2787

1.2915

1.3354

1.4164

1.4514

October 26, 2016

1.2184

1.3796

1.4327

1.4178

1.4004

1.3853

1.3747

1.3691

1.3732

1.4057

1.4604

1.4822

October 26, 2017

1.4869

1.5850

1.6139

1.5751

1.5399

1.5077

1.4833

1.4672

1.4608

1.4786

1.5027

1.5129

October 26, 2018

1.8142

1.8142

1.8142

1.8142

1.8142

1.6667

1.5440

1.5440

1.5440

1.5440

1.5440

1.5440

The exact stock price and effective date may not be set forth on the table, in which case:

·                  if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per Depositary Share will be determined by straight-line interpolation between the fundamental change conversion rates per Depositary Share set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable;

·                  if the stock price is in excess of $100.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per Depositary Share will be the Minimum Conversion Rate, divided by 20, subject to adjustment as described in the Preliminary Prospectus Supplement; and

·                  if the stock price is less than $10.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per Depositary Share will be the Maximum Conversion Rate, divided by 20, subject to adjustment as described in the Preliminary Prospectus Supplement.

Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of Depositary Shares may convert its Depositary Shares upon the occurrence of a fundamental change only in lots of 20 Depositary Shares.

Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount:

The discount rate for purposes of determining the fundamental change dividend make-whole amount (as defined in the Preliminary Prospectus Supplement) is 4.25% per annum.

Listing:

The Issuer intends to apply to list the Depositary Shares on the NYSE under the symbol “KMI.PRA” and expects trading of the Depositary Shares on the NYSE to begin within 30 days of the Settlement Date.

Trade Date:

October 27, 2015.

Settlement Date:

October 30, 2015.

CUSIP / ISIN for the Depositary Shares:

49456B 200 / US49456B2007

CUSIP / ISIN for the Mandatory Convertible Preferred Stock:

49456B 309 / US49456B3096

Joint Book-Running Managers:

Citigroup Global Markets Inc.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Morgan Stanley & Co. LLC

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

Co-Managers:

BBVA Securities Inc.

BNP Paribas Securities Corp.

CIBC World Markets Corp.

Credit Agricole Securities (USA) Inc.

Deutsche Bank Securities Inc.

DNB Markets, Inc.

ING Financial Markets LLC

Mitsubishi UFJ Securities (USA), Inc.

Mizuho Securities USA Inc.

Natixis Securities Americas LLC

RBC Capital Markets, LLC

Regions Securities LLC

Scotia Capital (USA) Inc.

SG Americas Securities, LLC

SMBC Nikko Securities America, Inc.

SunTrust Robinson Humphrey, Inc.

TD Securities (USA) LLC

UBS Securities LLC

Wells Fargo Securities, LLC

Conversion Rate Adjustments:

The first sentence of clause (2) under “Description of Mandatory Convertible Preferred Stock—Anti-Dilution Adjustments” in the Preliminary Prospectus Supplement is hereby restated in its entirety as follows: “A Record Date occurs in respect of an issuance to all or substantially all holders of our common stock of any rights, options or warrants (other than rights, options or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them for a period expiring 45 days or less from the date of issuance of such rights, options or warrants to subscribe for or purchase shares of our common stock at less than the “Current Market Price” (as defined below), each fixed conversion rate will be increased based on the following formula:”

The definition of “Current Market Price” for purposes of clause (5) under “Description of Mandatory Convertible Preferred Stock—Anti-Dilution Adjustments” in the Preliminary Prospectus Supplement is hereby amended as follows: “The “Current Market Price” of our common stock is the Average VWAP per share of our common stock over the ten consecutive Trading Day period beginning on, and including, the Trading Day after the expiration date of the tender or exchange offer.”