Summit Midstream Corp

Current report

The risk factors contained in Item 1A. Risk Factors of the 2024 Annual Report are incorporated herein by reference except to the extent they address risks arising from or relating to the failure of events described therein to occur, which events have since occurred. The risk factor presented below updates, and should be considered in addition to, the risk factors previously

Current report

disclosed by us in Item 1A of the 2024 Annual Report.

Current report

The cost of raw materials, parts, and components that are manufactured and supplied for our operations may be adversely affected by tariffs imposed by the U.S. government on products imported into the United States and tariffs or other retaliatory trade measures imposed by other jurisdictions. Tariffs and other trade restrictions could also disrupt our supply chain and logistics, restrict or limit the availability of materials or supplies, and cause adverse financial impacts due to volatility in foreign exchange rates and interest rates or inflationary pressures on raw materials and energy. We may not be able to fully mitigate the impact of these increased costs or pass price increases on to our customers. While tariffs and other retaliatory trade measures imposed by other countries on U.S. goods have not yet had a significant impact on our business or results of operations, we cannot predict further developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position, and cash flows. Recently, the United States has proposed changes in trade policies that include export control restrictions, the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the United States, increased economic sanctions on individuals, companies, or countries, and other government regulations affecting trade between the United States and other countries, and a number of other nations have proposed similar measures directed at trade with the United States in response. As a result of these developments, there may be greater restrictions and economic disincentives on international trade that could adversely affect our business. It may be time-consuming and expensive for us to alter our business operations to adapt to or comply with any such changes, and any failure to do so could have a material adverse effect on our business, results of operations, and financial position.

Current report

Other than the shares of common stock issued to Fundare in the Moonrise Acquisition, we did not sell any unregistered equity securities during the quarter ended March 31, 2025.

Previous report

You should carefully consider the following risk factors in addition to the other information included in this Quarterly Report. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock. Below is a summary of the principal risks associated with an investment in the Company. This summary should not be relied upon as an exhaustive list of the material risks facing our business.

Previous report

Risks Related to Our Operations

Previous report

•We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, to enable us to pay dividends to holders of our Series A Preferred Stock and common stock.

Previous report

•We depend on a relatively small number of customers for a significant portion of our revenues.

Previous report

•We are exposed to the creditworthiness and performance of our customers, suppliers and contract counterparties and any material nonpayment or nonperformance by one or more of these parties could materially adversely affect our financial and operating results.

Previous report

•Significant prolonged weakness in natural gas, NGL and crude oil prices could reduce throughput on our systems and materially adversely affect our revenues and results of operations.

Previous report

•If our customers do not increase the volumes they provide to our gathering systems, our results of operations and financial condition may be materially adversely affected.

Previous report

•Certain of our gathering and processing agreements contain provisions that can reduce the cash flow stability that the agreements were designed to achieve.

Previous report

•We have not obtained independent evaluations of all of the reserves connected to our gathering systems; therefore, in the future, customer volumes on our systems could be less than we anticipate.

Previous report

•Our industry is highly competitive, and increased competitive pressure could materially adversely affect our business and operating results.

Previous report

•We may not be able to renew or replace expiring contracts at favorable rates or on a long-term basis.

Previous report

•If third-party pipelines or other midstream facilities interconnected to our gathering systems become partially or fully unavailable, our revenues and cash flows could be materially adversely affected.

Previous report

•Crude oil and natural gas production and gathering may be adversely affected by weather conditions and terrain, which in turn could negatively impact the operations of our gathering, treating, transportation and processing facilities and our construction of additional facilities.

Previous report

•Our construction of new assets may not result in revenue increases and will be subject to regulatory, environmental, political, legal and economic risks, which could materially adversely affect our results of operations and financial condition.

Previous report

•A transition from hydrocarbon energy sources to alternative energy sources could lead to changes in demand, technology and public sentiment, which could have material adverse effects on our business and results of operations.

Previous report

Risks Related to Our Finances

Previous report

•Limited access to and/or availability of the commercial bank market or debt and equity capital markets could impair our ability to grow or cause us to be unable to meet future capital requirements.

Previous report

•We have a significant amount of indebtedness. Our leverage and debt service obligations may adversely affect our financial condition, results of operations and business prospects, and may limit our flexibility to obtain financing and to pursue other business opportunities.

Previous report

•We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness or to refinance, which may not be successful.

Previous report

•Restrictions in the Permian Transmission Credit Facilities, the indenture governing the 2029 Secured Notes and the Amended and Restated ABL Facility could materially adversely affect our business, financial condition, results of operations and ability to make cash dividends.

Previous report

•A downgrade of our credit rating could impact our liquidity, access to capital and our costs of doing business, and independent third parties determine our credit ratings outside of our control.

Previous report

Regulatory and Environmental Policy Risks

Previous report

•We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. As a result, we may be required to expend significant funds for legal defense or to settle claims. Any such loss, if incurred, could be material.

Previous report

•A change in laws and regulations applicable to our assets or services, or the interpretation or implementation of existing laws and regulations may cause our revenues to decline or our operation and maintenance expenses to increase.

Previous report

•Increased regulation of hydraulic fracturing could result in reductions or delays in customer production, which could materially adversely impact our revenues.

Previous report

•We are subject to FERC jurisdiction, federal anti-market manipulation laws and regulations, potentially other federal regulatory requirements and state and local regulation and could be materially affected by changes in such laws and regulations, or in the way they are interpreted and enforced.

Previous report

•We are subject to stringent environmental laws and regulations that may expose us to significant costs and liabilities.

Previous report

•We may incur greater than anticipated costs and liabilities as a result of pipeline safety requirements.

Previous report

•Climate change legislation, regulatory initiatives and litigation could result in increased operating costs and reduced demand for the services we provide.

Previous report

•Statutory and regulatory requirements for swap transactions could have an adverse impact on our ability to hedge risks associated with our business and increase the working capital requirements to conduct these activities.

Previous report

•Our business is subject to complex and evolving United States and international laws and regulations regarding privacy and data protection. Many of these data protection laws are subject to change and uncertain interpretation, and could result in claims, increased cost of operations or otherwise harm our business.

Previous report

Risks Related to the Common Stock and Series A Preferred Stock

Previous report

•The price of the common stock or Series A Preferred Stock may experience volatility.

Previous report

•Our Governing Documents contain provisions that may make it difficult for a third party to acquire control of the Company, even if a change in control would result in the purchase of your shares of common stock or Series A Preferred Stock at a premium to the market price or would otherwise be beneficial to you.

Previous report

•We do not expect to pay dividends on our common stock for the foreseeable future.

Previous report

•The value of our common stock may be diluted by future equity issuances and shares eligible for future sale may have adverse effects on our share price.

Previous report

Risks Related to the Transaction

Previous report

•We will be subject to certain uncertainties while the Transaction is pending, which could adversely affect our business.

Previous report

•Company stockholders as of immediately prior to the Transaction will have reduced ownership in the combined company immediately following the Transaction.

Previous report

•The market price for Common Stock following the closing of the Transaction may be affected by factors different from those that historically have affected or currently affect the Common Stock.