Antero Midstream Corp

Previous wording

On December 5, 2025, we entered into a definitive agreement to acquire 100% of the issued and outstanding equity interests of HG Midstream for cash consideration of $1.1 billion, subject to the terms and conditions thereof. The HG Acquisition included gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia. This acquisition closed on February 3, 2026. The Company’s condensed consolidated statement of operations for the three months ended March 31, 2026 included results of operations from the assets and operations acquired in the HG Acquisition from February 3, 2026 through March 31, 2026.

Current wording

On December 5, 2025, we entered into a definitive agreement to acquire 100% of the issued and outstanding equity interests of HG Midstream for cash consideration of $1.1 billion, subject to the terms and conditions thereof. The HG Acquisition included gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia. This acquisition closed on the Closing Date. The Company’s condensed consolidated statement of operations for the six months ended June 30, 2026 included results of operations from the assets and operations acquired in the HG Acquisition from the Closing Date through June 30, 2026.

Previous wording

The HG Acquisition was funded with net proceeds of the 2034 Notes, borrowing under the Credit Facility and restricted cash. See Note 3—Transactions to our condensed consolidated financial statements for additional information. In light of the nature and location of the assets and operations acquired in the HG Acquisition, we and Antero Resources agreed in principle to certain updates to, and intend to modify, our existing commercial arrangements with Antero Resources to provide for on-pad compression with respect to certain wells and to provide certain water services. See Note 6—Revenue to our condensed consolidated financial statements for additional information.

Current wording

The HG Acquisition was funded with net proceeds of the 2034 Notes, borrowing under the Credit Facility and restricted cash. See Note 3—Transactions to our condensed consolidated financial statements for additional information. In light of the nature and location of the assets and operations acquired in the HG Acquisition, we and Antero Resources agreed in principle to certain updates to, and intend to modify, our existing commercial arrangements with Antero Resources to provide for well pad compression with respect to certain wells and to provide certain water services. See Note 6—Revenue to our condensed consolidated financial statements for additional information.

Previous wording

Through our share repurchase program, during the three months ended March 31, 2026, we repurchased and retired approximately 1 million shares of our common stock for a total cost of $18 million. As of March 31, 2026, we have approximately $318 million of remaining capacity under our share repurchase program. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements. The exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice.

Current wording

Through our share repurchase program, during the three and six months ended June 30, 2026, we repurchased and retired approximately 0.4 million shares of our common stock for a total cost of $8 million and approximately 1 million shares of our common stock for a total cost of $26 million, respectively. As of June 30, 2026, we have approximately $310 million of remaining capacity under our share repurchase program. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements. The exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice.

Previous wording

Benchmark prices for natural gas increased significantly, while benchmark prices for oil remained relatively consistent and benchmark prices for C3+ NGLs and ethane decreased during the three months ended March 31, 2026 as compared to the same periods of 2025. While substantially all of our revenues are based on fixed-fee contracts that are not directly impacted by changes in commodity prices, commodity price changes do impact the revenues and cash flows of Antero Resources, and Antero Resources’ drilling and development plan does have a direct impact on our gathering, compression and water handling services, revenues and cash flows. In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile. However, due to Antero Resources’ increased scale, liquidity and leverage position as compared to historical levels together with Antero Resources’ increased commodity derivative portfolio, we do not expect to experience significant variability in our throughput volumes resulting from volatile commodity prices.

Current wording

Benchmark prices for oil and C3+ NGLs increased significantly, while benchmark prices for natural gas and ethane decreased during the three months ended June 30, 2026 as compared to the same period of 2025. Benchmark prices for oil and natural gas increased, while benchmark prices for C3+ NGLs remained relatively consistent and benchmark prices for ethane decreased during the six months ended June 30, 2026 as compared to the same period of 2025. While substantially all of our revenues are based on fixed-fee contracts that are not directly impacted by changes in commodity prices, commodity price changes do impact the revenues and cash flows of Antero Resources, and Antero Resources’ drilling and development plan does have a direct impact on our gathering, compression and water handling services, revenues and cash flows. In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile. However, due to Antero Resources’ increased scale, liquidity and leverage position as compared to historical levels together with Antero Resources’ increased commodity derivative portfolio, we do not expect to experience significant variability in our throughput volumes resulting from volatile commodity prices.

Previous wording

We have two reportable segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and centralized compressor stations and on-pad compressors that collect and process production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from our investments in the Joint Venture and Stonewall. The Joint Venture and Stonewall provide processing and fractionation services and high-pressure gas gathering services, respectively, in the Appalachian Basin. The water handling segment includes (i) an independent system that delivers water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending. See Note 17—Reportable Segments to our unaudited condensed consolidated financial statements for additional information.

Current wording

We have two reportable segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and centralized compressor stations and well pad compressors that collect and process production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from our investments in the Joint Venture and Stonewall. The Joint Venture and Stonewall provide processing and fractionation services and high-pressure gas gathering services, respectively, in the Appalachian Basin. The water handling segment includes (i) an independent system that delivers water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending. See Note 17—Reportable Segments to our unaudited condensed consolidated financial statements for additional information.

Previous wording

Revenues. Total revenues increased by 8%, from $291 million for the three months ended March 31, 2025 to $314 million for the three months ended March 31, 2026. Total revenues included amortization of customer relationships of $18 million and $21 million for the three months ended March 31, 2025 and 2026, respectively. Gathering and processing revenues increased by 9%, from $229 million for the three months ended March 31, 2025 to $250 million for the three months ended March 31, 2026. Water handling revenues increased by 3%, from $62 million for the three months ended March 31, 2025 to $64 million for the three months ended March 31, 2026. These fluctuations primarily resulted from the following:

Current wording

*Revenues.*Total revenues increased by 7%, from $305 million for the three months ended June 30, 2025 to $327 million for the three months ended June 30, 2026. Total revenues included amortization of customer relationships of $18 million and $23 million for the three months ended June 30, 2025 and 2026, respectively. Gathering and processing revenues increased by 8%, from $240 million for the three months ended June 30, 2025 to $258 million for the three months ended June 30, 2026. Water handing revenues increased by 6%, from $65 million for the three months ended June 30, 2025 to $69 million for the three months ended June 30, 2026. These fluctuations primarily resulted from the following:

Previous wording

Direct operating expenses. Direct operating expenses increased by 24%, from $57 million for the three months ended March 31, 2025 to $71 million for the three months ended March 31, 2026. Gathering and processing direct operating expenses increased by 15% from $26 million for the three months ended March 31, 2025 to $30 million for the three months ended March 31, 2026 primarily due to increased gathering volumes between periods related to the HG Acquisition. Water handling direct operating expenses increased by 33%, from $31 million for the three months ended March 31, 2025 to $41 million for the three months ended March 31, 2026 primarily due to fresh water delivery volumes provided by Antero Resources on acreage it acquired from HG Production, increased wastewater trucking and disposal volumes between periods and increased blending costs between periods.

Current wording

*Direct operating expenses.*Direct operating expenses increased by 34%, from $63 million for the three months ended June 30, 2025 to $85 million for the three months ended June 30, 2026. Gathering and processing direct operating expenses increased by 42% from $26 million for the three months ended June 30, 2025 to $37 million for the three months ended June 30, 2026 primarily due toincreased gathering and well pad compression costs between periods related to assets acquired with the HG Acquisition, partially offset by the Utica Shale Divestiture. Water handling direct operating expenses increased by 28%, from $37 million for the three months ended June 30, 2025 to $48 million for the three months ended June 30, 2026 primarily due to fresh water delivery volumes provided by Antero Resources on acreage acquired from HG Production during the second quarter of 2026, increased wastewater trucking and disposal volumes between periods and increased blending costs between periods.

Previous wording

*General and administrative (excluding equity-based compensation) expenses.*General and administrative expenses (excluding equity-based compensation expense) remained relatively consistent at $11 million and $12 million for each of the three months ended March 31, 2025 and 2026, respectively.

Current wording

*General and administrative (excluding equity-based compensation) expenses.*General and administrative expenses (excluding equity-based compensation expense) remained relatively consistent at $11 million and $12 million for the three months ended June 30, 2025 and 2026, respectively.

Previous wording

*Equity-based compensation expenses.*Equity-based compensation expenses remained relatively consistent at $12 million and $11 million for the three months ended March 31, 2025 and 2026, respectively. Our equity-based awards vest over three or four year service periods. See Note 11—Equity-Based Compensation to the unaudited condensed consolidated financial statements for additional information.

Current wording

Equity-based compensation expenses. Equity-based compensation expenses remained consistent at $11 million for the three months ended June 30, 2025 and 2026. See Note 11—Equity-Based Compensation to the unaudited condensed consolidated financial statements for additional information.

Previous wording

Depreciation expense. Depreciation expense increased by 6%, from $33 million for the three months ended March 31, 2025 to $35 million for the three months ended March 31, 2026 primarily due to incremental depreciation expense of $3 million related to gathering and water pipelines acquired in the HG Acquisition and assets placed in service during the year, partially offset by lower depreciation as a result of the Utica Shale Divestiture between periods.

Current wording

Depreciation expense. Depreciation expense increased by 12%, from $33 million for the three months ended June 30, 2025 to $37 million for the three months ended June 30, 2026 primarily due toincremental depreciation expense of $4 million related to gathering and water pipelines acquired in the HG Acquisition and $3 million for assets placed in service between periods, partially offset by lower depreciation as a result of the Utica Shale Divestiture of $3 million between periods.

Previous wording

Interest expense, net. Interest expense, net increased by 12%, from $48 million for the three months ended March 31, 2025 to $54 million for the three months ended March 31, 2026 primarily due to issuance of the 2033 Notes and 2034 Notes during the second half of 2025, partially offset by the redemption of the 2027 Notes, lower average daily Credit Facility borrowings and higher interest income on cash equivalents and restricted cash between periods. See Note 9—Long-Term Debt to our unaudited condensed consolidated financial statements for additional information.

Current wording

Interest expense, net. Interest expense, net increased by 16%, from $48 million for the three months ended June 30, 2025 to $56 million for the three months ended June 30, 2026 primarily due to issuance of the 2033 Notes and 2034 Notes during the second half of 2025, partially offset by the redemption of the 2027 Notes and lower average daily Credit Facility borrowings and interest rates between periods. See Note 9—Long-Term Debt to our unaudited condensed consolidated financial statements for additional information.

Previous wording

Equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates increased by 7%, from $28 million for the three months ended March 31, 2025 to $30 million for the three months ended March 31, 2026 primarily due to increased processing volumes and higher processing and fractionation fees as a result of annual CPI-based adjustments between periods.

Current wording

Equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates remained relatively consistent at $30 million and $29 million for the three months ended June 30, 2025 and 2026, respectively.

Previous wording

Income tax expense. Income tax expense increased by 4%, from $36 million for the three months ended March 31, 2025 to $38 million for the three months ended March 31, 2026, which reflects effective tax rates of approximately 23% and 24%, respectively. This income tax increase was primarily due to the effects of equity-based compensation expense between periods.

Current wording

Income tax expense. Income tax expense remained relatively consistent at $44 million and $41 million for the three months ended June 30, 2025 and 2026, which reflects effective tax rates of approximately 26% for each respective period.

Previous wording

*Loss (gain) on long-lived assets.There were no long-lived asset sales during the three months ended March 31, 2025. *During the three months ended March 31, 2026, we recognized a gain on long-lived assets of $3 million related to the Utica Shale Divestiture. See Note 3—Transactions to our condensed consolidated financial statements for additional information.

Current wording

*Gain on long-lived assets.There were no long-lived asset sales during the six months ended June 30, 2025. *During the six months ended June 30, 2026, we recognized a gain on long-lived assets of $3 million related to the Utica Shale Divestiture. See Note 3—Transactions to our condensed consolidated financial statements for additional information.

Previous wording

*Transaction expense.*During the three months ended March 31, 2026, we incurred $9 million of transaction expense related to the HG Acquisition. There were no transaction expenses during the three months ended March 31, 2025. See Note 3—Transactions to our unaudited condensed consolidated financial statements for additional information.

Current wording

*Transaction expense.*During the six months ended June 30, 2026, we incurred $9 million of transaction expense related to the HG Acquisition. There were no transaction expenses during the six months ended June 30, 2025. See Note 3—Transactions to our unaudited condensed consolidated financial statements for additional information.

Previous wording

The following table summarizes our cash flows for the three months ended March 31, 2025 and 2026:

Current wording

The following table summarizes our cash flows for the six months ended June 30, 2025 and 2026:

Previous wording

Operating activities. Net cash provided by operating activities was $199 million and $239 million for the three months ended March 31, 2025 and 2026, respectively. This increase in cash flows provided by operating activities between periods was primarily the result of lower cash used for working capital, increased gathering and processing and water handling revenues during the three months ended March 31, 2026, partially offset by increased gathering and processing and water handling direct operating expenses between periods.

Current wording

Operating activities. Net cash provided by operating activities was $464 million and $493 million for the six months ended June 30, 2025 and 2026, respectively. This increase in cash flows provided by operating activities between periods was primarily the result of lower cash used for working capital and increased gathering and processing and water handling revenues during the six months ended June 30, 2026 attributable to the HG Acquisition and decreased direct operating expenses for the Utica Shale Divestiture, partially offset by increased gathering and processing and water handling direct operating expenses attributable to the HG Acquisition and lower gathering and processing revenues for the Utica Shale Divestiture between periods.

Previous wording

Investing activities. Net cash flows used in investing activities was $32 million and $781 million for the three months ended March 31, 2025 and 2026, respectively. The increase in cash flows used in investing activities between periods was primarily due to cash paid for the HG Acquisition of $1.1 billion during the three months ended March 31, 2026, as well as increased capital spending for water handling systems of $10 million, partially offset by proceeds from the Utica Shale Divestiture of $379 million during the three months ended March 31, 2026.

Current wording

Investing activities. Net cash flows used in investing activities was $72 million and $816 million for the six months ended June 30, 2025 and 2026, respectively. The increase in cash flows used in investing activities between periods was primarily due to cash paid for the HG Acquisition of $1.1 billion during the six months ended June 30, 2026, as well as increased capital spending for gathering systems and facilities of $12 million and water handling systems of $12 million, partially offset by proceeds from the Utica Shale Divestiture of $379 million during the six months ended June 30, 2026.

Previous wording

Financing activities. Net cash used in financing activities was $167 million for the three months ended March 31, 2025 and net cash provided by financing activities was $279 million for the three months ended March 31, 2026, respectively. The increase in cash flows provided by financing activities between periods was primarily due to the increase in net borrowings on our Credit Facility of $449 million and lower share repurchases of $11 million between periods, partially offset by higher payments for employee tax withholding for settlement of equity-based compensation awards of $14 million.

Current wording

Financing activities. Net cash used in financing activities was $392 million for the six months ended June 30, 2025 and net cash provided by financing activities was $60 million for the six months ended June 30, 2026, respectively. The increase in cash flows provided by financing activities between periods was primarily due to the increase in net borrowings on our Credit Facility of $437 million and lower share repurchases of $19 million between periods, partially offset by higher payments for employee tax withholding for settlement of equity-based compensation awards of $6 million and higher payments of deferred financing costs of $2 million.