Summit Midstream Corp
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 16, 2026
SMC$27.13+1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-11.
0002024218-25-000020
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-16.
0002024218-26-000017
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 214 previous paragraphs and 211 current paragraphs.
106 unchanged; 59 reworded; 41 added; 45 removed; 4 previous and 5 current paragraphs rearranged.
Tables are not compared: 16 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (41)
Current report
•Moonrise Acquisition. On March 10, 2025, we completed the acquisition of Moonrise Midstream, LLC (the “Moonrise Acquisition”) from Fundare Resources Company, LLC for approximately $90.0 million, consisting of (i) a $70.0 million cash payment and (ii) the issuance of 462,265 shares of our common stock. The Moonrise Acquisition expanded our existing footprint in the DJ Basin and provides our DJ Basin customers with additional processing capacity and flow assurance. The Moonrise Acquisition represents the continued execution of our consolidation efforts in the DJ Basin.
Current report
•Resumption of Series A Preferred Stock Dividend. On February 28, 2025, we announced that our Board of Directors approved the resumption of a quarterly cash dividend on our Series A Preferred Stock. During 2025, we paid $13.4 million of dividends on our Series A Preferred Stock and as of December 31, 2025, the Series A Preferred Stock had $46.6 million of cumulative unpaid dividends that must be repaid prior to the payment of a common stock dividend. In March 2026, the Company’s Board of Directors approved the payment of any and all accrued and unpaid dividends on the Company’s Series A Preferred Stock, including the $46.6 million of accrued and unpaid dividends outstanding as of December 31, 2025. The Company expects to pay the accrued and unpaid dividends on the Series A Preferred Stock upon satisfaction of certain notice requirements, which the Company expects to complete by March 31, 2026.
Current report
•Integration of acquired businesses. We spent significant time throughout 2025 integrating both the Moonrise Acquisition and the Tall Oak Acquisition into our existing operations. Activities included conforming the acquired businesses to our operating policies and procedures and attaining acquisition synergies, including rationalizing compression equipment.
Current report
•Commercial success. During 2025, we executed several new commercial agreements with both existing and new customers, including a 10-year extension of a gathering agreement with a key customer in the Williston Basin and a new 15-year agreement with a key customer in the Williston Basin. Additionally, in 2025 Double E executed a new precedent agreement for 100 MMcf/d of firm capacity tied to an expansion of a processing plant located in Lea County, New Mexico. Subsequent to December 31, 2025, Double E (i) executed an agreement which includes 210 MMcf/d of firm capacity, with the first tranche of volume set to begin flowing in the fourth quarter of 2026, and an 11-year term and (ii) executed an agreement which includes 230 MMcf/d of firm capacity, with the first tranche of volume set to begin flowing in the fourth quarter of 2027, and over an 11-year term.
Current report
•Summit Permian Transmission and Permian Holdco Refinancing. In March 2026, we completed a $440.0 million refinancing of our Permian Transmission Credit Facilities in the form of the New Permian Transmission Facility with a maturity in March 2031. The New Permian Transmission Facility consists of $340.0 million in initial term loan commitments, $50.0 million in delayed draw commitments, and a $50.0 million uncommitted incremental facility. The use of proceeds of the New Permian Transmission Facility includes, among other things, repayment in full of the Permian Transmission Credit Facilities and redemption in full of the outstanding Subsidiary Series A Preferred Units. In connection with the New Permian Transmission Facility, Summit Permian Transmission entered into a $7.0 million letter of credit arrangement.
Current report
We review these metrics on a regular basis for consistency and trend analysis. There have been no changes in the composition or characteristics of these metrics during the year ended December 31, 2025.
Current report
Capital Expenditures
Current report
Summit Midstream Corporation Tax Structure. We operate the Company in an Up-C tax structure whereby the Company owns 65% of SMLP as of December 31, 2025 and certain Tailwater Capital, LLC entities (“Tailwater Capital”) own the remaining 35% of SMLP as a noncontrolling interest. If Tailwater Capital converted their 6.5 million SMLP partnership units and 6.5 million Class B shares on December 31, 2025 for the Company’s common stock, the following adjustments would occur to the Company’s balance sheet and common shares outstanding.
Current report
Below is a discussion of changes in our results of operations for 2025 compared to 2024. A discussion of changes in our results of operations for 2024 compared to 2023 has been omitted from this Form 10-K, but may be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 11, 2025.
Current report
•a $85.9 million increase in the Mid-Con segment; offset by
Current report
•a $11.7 million decrease in the Piceance segment;
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•a $0.5 million decrease in the Rockies segment.
Current report
•a $53.9 million increase in the Rockies segment;
Current report
•a $0.7 million decrease in the Piceance segment.
Current report
Cost of Natural Gas and NGLs. Costs of Natural Gas and NGL’s increased $34.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily as a result of the Tall Oak Acquisition and the Moonrise Acquisition.
Current report
Operation and Maintenance. Operation and maintenance expense increased $48.2 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily as a result of the Tall Oak Acquisition and the Moonrise Acquisition, partially offset by the disposition of our Mountaineer Midstream system.
Current report
Depreciation and amortization. Depreciation and amortization expense increased $13.5 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to the Moonrise Acquisition and the Tall Oak Acquisition.
Current report
Transaction costs. During the year ended December 31, 2025, transaction costs primarily relate to the Moonrise Acquisition and Tall Oak Acquisition. In 2024, transaction costs primarily relate to the Tall Oak Acquisition and the Utica Sale.
Current report
Acquisition integration costs. Acquisition and integration costs in 2025 primarily relate to fees paid to third-party service providers to integrate the Tall Oak Acquisition and the Moonrise Acquisition into the Company’s operational platform.
Current report
Income taxes. For the year ended December 31, 2025, the Company recorded an income tax benefit of $0.5 million. The income tax benefit includes the impact from the allocation of income from SMLP to SMC as a result of the Company’s Up-C tax structure.
Current report
Year ended December 31, 2025. Segment Adjusted EBITDA increased $13.1 million compared to the year ended December 31, 2024 primarily as a result of margin mix and the Moonrise Acquisition.
Current report
The Company is providing additional financial and operational details below for its liquids related activities within its Rockies segment (in thousands):
Current report
The Company is providing below additional financial and operational details for its natural gas and other related activities within its Rockies segment (in thousands):
Current report
Year ended December 31, 2025. Segment Adjusted EBITDA increased $61.7 million compared to the year ended December 31, 2024 primarily as a result of the Tall Oak Acquisition and increased volume throughput discussed above.
Current report
Transaction costs. During the year ended December 31, 2025, transaction costs primarily relate to the Moonrise Acquisition and the Tall Oak Acquisition. In 2024, transaction costs primarily relate to the Tall Oak Acquisition and Utica Sale.
Current report
Acquisition integration costs. Acquisition and integration costs in 2025 primarily relate to fees paid to third-party service providers to integrate the Tall Oak Acquisition and the Moonrise Acquisition into the Company’s operational platform.
Current report
New Permian Transmission Facility. On March 16, 2026, Summit Permian Transmission completed a $440.0 million refinancing of the Permian Transmission Credit Facilities in the form of a new term loan facility (the “New Permian Transmission Facility”) bearing interest at SOFR plus 4.00% per annum and with a maturity in March 2031. The New Permian Transmission Facility consists of $340.0 million in initial term loan commitments, $50.0 million in delayed draw commitments (with a commitment fee of 1.00% per annum) and a $50.0 million uncommitted incremental facility. The use of proceeds of the New Permian Transmission Facility includes, among other things, repayment in full of the Permian Transmission Credit Facilities and redemption in full of the Subsidiary Series A Preferred Units. In connection with the New Permian Transmission Facility, Summit Permian Transmission entered into a $7.0 million letter of credit arrangement.
Current report
Operating activities. Details of operating cash flows follow.
Current report
Operating activity cash flows during the year ended December 31, 2025 primarily reflected:
Current report
Operating activity cash flows during the year ended December 31, 2024 primarily reflected:
Current report
Investing activities. Details of investing cash flows follow.
Current report
Investing activity cash flows during the year ended December 31, 2025 primarily reflected:
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• $70.0 million of cash outflows from the Moonrise Acquisition.
Current report
Investing activity cash flows during the year ended December 31, 2024 primarily reflected:
Current report
Financing activities. Details of financing cash flows follow.
Current report
Financing activity cash flows during the year ended December 31, 2025 primarily reflected:
Current report
•$325.0 million of cash outflows for repayments on the Amended and Restated ABL Facility;
Current report
•$13.4 million of cash outflows for Distributions to Series A Preferred Shareholders;
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•$6.5 million of cash outflows for Distributions to Subsidiary Series A Preferred Unitholders; offset by
Current report
•$258.4 million of cash inflows from the issuance of the Additional 2029 Secured Notes; and
Showing the first 40 of 41 passages. Open the source sections for the rest.
Removed paragraphs (45)
Previous report
•Strategic review. Subsequent to the October 2023 announcement of our strategic review, we executed the following transactions in order to maximize shareholder value:
Previous report
•Summit Utica Sale. On March 22, 2024, we completed the Utica Sale for a cash sale price of $625.0 million, subject to customary post-closing adjustments. Summit Utica was the owner of (i) approximately 36% of the issued and outstanding equity interests in OGC, (ii) approximately 38% of the issued and outstanding equity interests in OCC (together with OGC, Ohio Gathering) and (iii) midstream assets located in the Utica Shale. Ohio Gathering was the owner of a natural gas gathering system and condensate stabilization facility located in Belmont and Monroe counties in the Utica Shale in southeastern Ohio.
Previous report
•Mountaineer Transaction. On May 1, 2024, we completed the Mountaineer Transaction for a cash sale price of $70.0 million, subject to customary post-closing adjustments. Mountaineer Midstream was the owner of midstream assets located in the Marcellus Shale. Prior to closing the Mountaineer Transaction, we sold related compression assets located in the Marcellus Shale to a compression service provider for approximately $5 million in April 2024.
Previous report
•Debt Reduction and Maturity Optimization. Over the course of 2024, the Company optimized its indebtedness by reducing debt, lowering its borrowing cost, and extending its debt maturities. These optimization transactions included the following:
Previous report
•2026 Secured Notes Excess Cash Flow Offer. On March 27, 2024, Summit Holdings and Finance Corp. commenced a cash tender offer to purchase up to $19.3 million aggregate principal amount of the outstanding 2026 Secured Notes at 100% of the principal amount plus accrued and unpaid interest. The 2024 ECF Offer expired on April 24, 2024 with $13.6 million aggregate principal amount of the 2026 Secured Notes tendered and validly accepted and $5.7 million of declined proceeds.
Previous report
•2026 Secured Notes Asset Sale Offer. On May 7, 2024, Summit Holdings and Finance Corp. commenced a cash tender offer to purchase up to $215.0 million aggregate principal amount of the outstanding 2026 Secured Notes at 100% of the principal amount plus accrued and unpaid interest. The 2026 Secured Notes Asset Sale Offer expired on June 5, 2024 with $6.9 million aggregate principal amount of the 2026 Secured Notes tendered and validly accepted and $208.1 million of declined proceeds.
Previous report
•2026 Unsecured Notes Redemption. On June 7, 2024, Summit Holdings and Finance Corp. delivered a redemption notice with respect to all $209.5 million aggregate principal amount of the 2026 Unsecured Notes. The 2026 Unsecured Notes Redemption was funded with declined proceeds from the 2024 ECF Offer and the 2026 Secured Notes Asset Sale Offer and proceeds from the Mountaineer Transaction and the Utica Sale and settled on June 24, 2024.
Previous report
•2026 Secured Notes Tender Offer and Redemption. On July 26, 2024, concurrently with closing the offering of the Initial 2029 Secured Notes, Summit Holdings and Finance Corp. consummated a cash tender offer to purchase any and all of the outstanding 2026 Secured Notes. Summit Holdings and Finance Corp. accepted for payment and made payment for $649.8 million aggregate principal amount of the 2026 Secured Notes validly tendered in the 2026 Secured Notes Tender Offer. On July 26, 2024, concurrently with consummation of the 2026 Secured Notes Tender Offer, Summit Holdings and Finance Corp. delivered a notice of redemption to holders of 2026 Secured Notes for the redemption of all $114.7 million aggregate principal amount of 2026 Secured Notes not purchased in the 2026 Secured Notes Tender Offer, at a price equal to 102.125% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. On July 26, 2024, concurrently with delivery of notice of redemption, Summit Holdings and Finance Corp. irrevocably deposited $121.2 million in aggregate principal amount of non-callable United States Treasury securities, which included amounts for principal, interest, and premium, with the trustee to satisfy and discharge the 2026 Secured Notes until redeemed on October 15, 2024 with the funds deposited with the trustee. On October 15, 2024, the 2026 Secured Notes were fully repaid.
Previous report
•2025 Senior Notes Redemption. On July 17, 2024, Summit Holdings and Finance Corp. delivered a conditional notice of redemption to holders of 2025 Senior Notes for the redemption of all $49.8 million aggregate principal amount of outstanding 2025 Senior Notes, at a price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, conditioned on closing of the offering of the Initial 2029 Secured Notes. On July 26, 2024, concurrently with closing of the offering of the Initial 2029 Secured Notes, Summit Holdings and Finance Corp. irrevocably deposited $50.6 million in aggregate principal amount of non-callable United States Treasury securities, which included amounts for principal and interest, with the trustee to satisfy and discharge the 2025 Senior Notes until redeemed with the funds deposited with the trustee. On August 16, 2024, the 2025 Senior Notes were fully repaid.
Previous report
•Corporate Reorganization. On August 1, 2024, following unitholder approval at SMLP’s Special Meeting of Unitholders on July 18, 2024, SMLP consummated a previously announced transaction that resulted in SMLP becoming a wholly owned subsidiary of the Company. Upon the consummation of the Corporate Reorganization, each outstanding common unit of SMLP was converted into the right to receive 1.000 shares of common stock of the Company and each outstanding Series A Preferred Unit was converted into the right to receive 1.000 shares of Series A Preferred Stock of the Company, with the liquidation preference of each share of Series A Preferred Stock initially equal to $1,000 and the Series A Certificate of Designation deeming all accumulated and unpaid distributions on the Series A Preferred Units to be Series A Unpaid Cash Dividends (as defined in the Series A Certificate of Designation) per share of Series A Preferred Stock, which constituted all consideration to be paid in respect to such Series A Preferred Units, and any rights to accumulated and unpaid distributions on such Series A Preferred Units were discharged.
Previous report
The Corporate Reorganization was accounted for as a common-control transaction between SMLP and the Company as a result of SMLP’s unitholders controlling both SMLP and the Company before and after the Corporate Reorganization. In the case of this common-control transaction, the historical financial statements of SMLP became the historical financial statements of the Company, except for certain changes that conform SMLP’s historical financial statements to a corporate entity. These changes include, but are not limited to, the reclassification of SMLP’s capital accounts to shareholders’ equity accounts and an update of certain limited partner terms to synonymous corporate entity terms. The Corporate Reorganization had no impact to historical revenues, expenses, assets, liabilities, or cash flows.
Previous report
•Tall Oak Acquisition. On December 2, 2024, the Company completed the transaction contemplated in the Tall Oak Business Contribution Agreement, pursuant to which Tall Oak Parent contributed all of its equity interests in Tall Oak to SMLP in exchange for total consideration equal to $425.0 million. Total consideration consisted of (i) a $155.0 million cash payment, (ii) cash earn-out payments of up to $25.0 million subject to Tall Oak and its customers meeting certain development requirements and (iii) the issuance of 7,471,008 shares of Class B Common Stock of the Company and 7,471,008 Partnership Common Units of SMLP (causing SMLP to be treated as a partnership for U.S. federal income tax purposes), that are exchangeable into an equivalent quantity of the Company’s common stock on a 1:1 exchange ratio. Upon completion of the Tall Oak Acquisition, the Company’s tax structure shifted to the Up-C Structure.
Previous report
•Strategic review. As we previously announced in October 2023, based on our then-recent and expected financial performance, as well as interest received from third parties for potential transactions, ranging from the sale of specific assets to consideration for the whole SMLP, our Board of Directors engaged external advisors to evaluate strategic alternatives for us with the goal of maximizing value for our unitholders. These alternatives included, but were not limited to, continued execution of our business plan, sale of assets, refinancing parts or the entirety of our capital structure, sale of SMLP by merger or cash, or any combination of these and other alternatives. The strategic review concluded in 2024 and is discussed above.
Previous report
•Refinancing of 2025 Senior Notes. In November 2023, we entered into a private agreement to issue a total of $209.5 million aggregate principal amount of 2026 Unsecured Notes in exchange for $180.0 million aggregate principal amount of our existing 2025 Senior Notes and $29.5 million in cash (the “2023 Exchange”). The exchanged 2025 Senior Notes were cancelled. The cash raised was used to repurchase $29.7 million aggregate principal amount of existing 2025 Senior Notes (together with the 2023 Exchange, the “2023 Exchange Transactions”) that were not exchanged. As of December 31, 2023, following the consummation of the 2023 Exchange Transactions, approximately $49.8 million of 2025 Senior Notes remained outstanding.
Previous report
•Integration of DJ Acquisitions. Our financial results for the year ended December 31, 2023 include our first full year with the assets acquired in the 2022 DJ Acquisitions. During 2023, we worked on integrating the 2022 DJ Acquisitions into our existing DJ Basin assets and began to achieve capital and operating synergies. Those integration efforts continued into 2024.
Previous report
•a $7.9 million decrease in the Piceance segment;
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•a $2.7 million decrease in the Rockies segment; offset by
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•an $8.2 million increase in the Mid-Con segment.
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•a $0.9 million increase in the Mid-Con segment; offset by
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•a $2.0 million decrease in the Piceance segment.
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Depreciation and amortization. Depreciation and amortization expense decreased $22.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to the sale of our Mountaineer Midstream system and disposition of Summit Utica during 2024 as well as a reduction to amortization expense in connection with certain intangible assets that became fully amortized in December 2023.
Previous report
Transaction costs. Transaction costs during 2024 were primarily related to the Utica Sale that closed on March 22, 2024, the Mountaineer Transaction that closed on May 1, 2024, the Tall Oak Acquisition which closed on December 2, 2024 and the costs incurred in connection with our Corporate Reorganization and strategic alternatives review.
Previous report
Income taxes. Effective August 1, 2024, we became a corporation and therefore subject to United States federal and state income taxes. Prior to this date SMLP was treated as a partnership for federal and state income tax purposes, in which SMLP’s taxable income or loss was passed through to its unitholders.
Previous report
For the years ended December 31, 2024 and 2023, costs of natural gas and NGLs includes $50.6 million and $39.6 million, respectively, of gathering fees collected under percentage of proceeds arrangements.
Previous report
Year ended December 31, 2024. Segment adjusted EBITDA increased $6.4 million compared to the year ended December 31, 2023 primarily as a result of increased natural gas throughput as described above, partially offset by a decrease in liquids throughput and lower natural gas and NGL pricing.
Previous report
Year ended December 31, 2024. Segment adjusted EBITDA increased $4.5 million compared to the year ended December 31, 2023 primarily as a result of increased volume throughput partially offset by production curtailments discussed above and unfavorable margin mix.
Previous report
Volume throughput for the Northeast, excluding Ohio Gathering, decreased 71% compared to the year ended December 31, 2023 primarily due to the sale of our Mountaineer Midstream system and the disposition of Summit Utica as discussed above.
Previous report
Volume throughput for the Ohio Gathering system decreased 73% compared to the year ended December 31, 2023, primarily due to the disposition of Summit Utica, which owned an interest in the Ohio Gathering system.
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Transaction costs. Transaction costs during 2024 were primarily related to the Utica Sale that closed on March 22, 2024, the Mountaineer Transaction that closed on May 1, 2024, the Tall Oak Acquisition which closed on December 2, 2024 and the costs incurred in connection with our strategic alternatives review.
Previous report
Operating activities. Details of cash flows from operating activities follow.
Previous report
Cash flows from operating activities for the year ended December 31, 2024, primarily reflected:
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Cash flows from operating activities for the year ended December 31, 2023, primarily reflected:
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Investing activities. Details of cash flows from investing activities follow.
Previous report
Cash flows used in investing activities during the year ended December 31, 2024 primarily reflected:
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Cash flows used in investing activities during the year ended December 31, 2023 primarily reflected:
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•$3.5 million of capital contributions and costs for our equity method investment in Double E.
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Financing activities. Details of cash flows from financing activities follow.
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Cash flows used in financing activities during the year ended December 31, 2024 primarily reflected:
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Cash flows provided by financing activities during the year ended December 31, 2023 primarily reflected:
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•$87.0 million of cash outflows for repayments on the ABL Facility;
Showing the first 40 of 45 passages. Open the source sections for the rest.
Reworded paragraphs (59)
Previous wording
We are a value-oriented company focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States.
Current wording
We are a value-oriented company focused on developing, owning, and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental U.S.
Previous wording
Our financial results are driven primarily by volume throughput across our gathering systems and by expense management. We generate the majority of our revenues from the gathering, compression, treating and processing services that we provide to our customers. A majority of the volumes that we gather, compress, treat and/or process have a fixed-fee rate structure which enhances the stability of our cash flows by providing a revenue stream that is not subject to direct commodity price risk. We also earn a portion of our revenues from the following activities that directly expose us to fluctuations in commodity prices: (i) the sale of physical natural gas and/or NGLs purchased under percentage-of-proceeds or other processing arrangements with certain of our customers in the Rockies, Piceance and Mid-Con segments, (ii) the sale of natural gas we retain from certain Mid-Con segment customers, (iii) the sale of condensate we retain from our gathering services in the Rockies and Piceance segment and (iv) additional gathering fees that are tied to the performance of certain commodity price indexes which are then added to the fixed gathering rates. During the year ended December 31, 2024, these additional activities accounted for approximately 45% of our total revenues.
Current wording
Our financial results are driven primarily by volume throughput across our gathering systems and by expense management. We generate the majority of our revenues from the gathering, compression, treating, and processing services that we provide to our customers. A majority of the volumes that we gather, compress, treat and/or process have a fixed-fee rate structure which enhances the stability of our cash flows by providing a revenue stream that is not subject to direct commodity price risk. We also earn a portion of our revenues from the following activities that directly expose us to fluctuations in commodity prices: (i) the sale of physical natural gas and/or NGLs purchased under percentage-of-proceeds or other processing arrangements with certain of our customers in the Rockies, Piceance and Mid-Con segments, (ii) the sale of natural gas we retain from certain Mid-Con segment customers, (iii) the sale of condensate we retain from our gathering services in the Rockies and Piceance segment and (iv) additional gathering fees that are tied to the performance of certain commodity price indexes which are then added to the fixed gathering rates. During the year ended December 31, 2025, these additional activities accounted for approximately 48% of our total revenues.
Previous wording
Key Matters for the Year ended December 31, 2024. The following is a brief listing of significant developments and highlights which are items reflected in our financial results for the fiscal year ended December 31, 2024. Additional information regarding these items may be found elsewhere in this Annual Report.
Current wording
Key Matters for the Year ended December 31, 2025. The following is a brief listing of significant developments and highlights for the fiscal year ended December 31, 2025, and up through the filing date of this Form 10-K. Additional information regarding these items may be found elsewhere in this Annual Report.
Previous wording
•Ongoing impact of political and economic conditions and events in foreign oil and natural gas producing countries on commodity prices, including the current Russia-Ukraine conflict, the international sanctions against Russia, continued conflict in the Middle East and other sustained military campaigns;
Current wording
•Ongoing impact of political and economic conditions and events in foreign oil and natural gas producing countries on commodity prices, including the ongoing U.S. military operation in Iran, the current Russia-Ukraine conflict, international sanctions against Russia, the U.S. military operation in Venezuela, and other sustained military campaigns;
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•Actions of the OPEC and its allies, including the ability and willingness of the members of OPEC and other exporting nations to agree to and maintain oil price and production controls;
Current wording
•Actions of OPEC and its allies, including the ability and willingness of the members of OPEC and other exporting nations to agree to and maintain oil price and production controls;
Previous wording
Capital structure optimization and portfolio management. We intend to continue to improve our capital structure in the future by reducing our indebtedness with free cash flow, and when appropriate, we may pursue opportunistic transactions with the objective of increasing long term shareholder value. This may include opportunistic acquisitions, divestitures, re-allocation of capital to new or existing areas, and development of joint ventures involving our existing midstream assets or new investment opportunities. We believe that our current cash balance, internally generated cash flow, our Amended and Restated ABL Facility, the Permian Credit Facility, and access to debt or equity will be adequate to finance our strategic initiatives. To attain our overall corporate strategic objectives, we may conduct an asset divestiture, or divestitures, at a transaction valuation that is less than the net book value of the divested asset.
Current wording
Capital structure optimization and portfolio management. We intend to continue to improve our capital structure in the future by reducing our indebtedness with free cash flow, and when appropriate, we may pursue opportunistic transactions with the objective of increasing long-term shareholder value. This may include opportunistic acquisitions, divestitures, re-allocation of capital to new or existing areas, and development of joint ventures involving our existing midstream assets or new investment opportunities. We believe that our current cash balance, internally generated cash flow, our Amended and Restated ABL Facility, the New Permian Transmission Facility and access to debt or equity capital markets will be adequate to finance our strategic initiatives. To attain our overall corporate strategic objectives, we may conduct an asset divestiture, or divestitures, at a transaction valuation that is less than the net book value of the divested asset.
Previous wording
Ongoing impact of political and economic conditions and events in foreign oil and natural gas producing countries on commodity prices. Although we operate solely in the United States, certain events and conditions in foreign oil and natural gas producing countries, such as the continued conflict in the Middle East and Russia’s invasion of Ukraine, could have potential effects on us, including, but not limited to, volatility in currencies and commodity prices, higher inflation, cost and supply chain pressures and availability and disruptions in banking systems and capital markets. As of the date of filing, there have been no material impacts to us.
Current wording
Ongoing impact of political and economic conditions and events in foreign oil and natural gas producing countries on commodity prices. Although we operate solely in the U.S., certain events and conditions in foreign oil and natural gas producing countries, such as the ongoing U.S. military operation in Iran, Russia’s invasion of Ukraine, and the recent change in Venezuela’s political leadership, could have potential effects on us, including, but not limited to, volatility in currencies and commodity prices, higher inflation, cost and supply chain pressures and availability and disruptions in banking systems and capital markets. As of the date of filing, there have been no material impacts to us.
Previous wording
Natural gas, NGL and crude oil supply and demand dynamics. Natural gas continues to be a critical component of energy supply and demand in the United States. The average spot price of natural gas decreased by approximately 13% from 2023 to 2024, primarily due to natural gas supply exceeding demand. The average daily Henry Hub Natural Gas Spot Price was $2.19 per MMBtu during 2024, compared with $2.53 per MMBtu during 2023. As of January 31, 2025, Henry Hub 12-month strip pricing closed at 3.04 per MMBtu. During 2024, the number of active natural gas drilling rigs in the continental United States decreased from 120 in December 2023 to 102 in December 2024, according to Baker Hughes. Over the long term, we believe that the prospects for continued natural gas demand are favorable and will be driven primarily by global population and economic growth, as well as the continued displacement of coal-fired electricity generation by natural gas-fired electricity generation and increase in U.S. LNG exports. Over the next several years, we expect natural gas prices will support continued upstream industry activity by producers focused on natural gas production.
Current wording
Natural gas, NGL and crude oil supply and demand dynamics. Natural gas continues to be a critical component of energy supply and demand in the U.S. The average spot price of natural gas increased by approximately 61% from 2024 to 2025, primarily due to increasing demand. The average daily Henry Hub Natural Gas Spot Price was $3.52 per MMBtu during 2025, compared with $2.19 per MMBtu during 2024. As of January 31, 2026, Henry Hub 12-month strip pricing closed at $7.71 per MMBtu. During 2025, the number of active natural gas drilling rigs in the continental U.S. increased from 102 in December 2024 to 125 in December 2025, according to Baker Hughes. Over the long term, we believe that the prospects for continued natural gas demand are favorable and will be driven primarily by global population and economic growth, as well as the continued displacement of coal-fired electricity generation by natural gas-fired electricity generation and increase in U.S. LNG exports. Despite these decreases, over the next several years we expect natural gas prices will continue to support continued upstream industry activity by producers focused on natural gas production.
Previous wording
In addition, certain of our gathering systems are directly affected by crude oil supply and demand dynamics. Crude oil prices decreased in 2024, with the average daily Cushing, Oklahoma West Texas Intermediate crude oil spot price average of $77.58 per barrel during 2023 decreasing to an average of $76.63 per barrel during 2024, representing a 1% decrease. As of January 31, 2025, West Texas Intermediate 12-month strip pricing closed at 72.53 per barrel. During 2024, the number of active crude oil drilling rigs in the continental United States decreased from 500 in December 2023 to 483 in December 2024, according to Baker Hughes. Over the next several years, we expect that crude oil prices will support continued drilling activity and increasing production in the Williston Basin, Permian Basin, and given the current regulatory environment in Colorado, in rural parts of the DJ Basin where we operate.
Current wording
In addition, certain of our gathering systems are directly affected by crude oil supply and demand dynamics. Crude oil prices decreased in 2025, with the average daily Cushing, Oklahoma West Texas Intermediate crude oil spot price average of $76.63 per barrel during 2024 decreasing to an average of $65.39 per barrel during 2025, representing a 15% decrease. As of January 31, 2026, West Texas Intermediate 12-month strip pricing closed at $60.26 per barrel. During 2025, the number of active crude oil drilling rigs in the continental U.S. decreased from 483 in December 2024 to 412 in December 2025, according to Baker Hughes. Despite these decreases, over the next several years we expect that crude oil prices will support continued drilling activity and increasing production in the Williston Basin, Permian Basin, and given the current regulatory environment in Colorado, in rural parts of the DJ Basin where we operate.
Previous wording
Inflation and operating costs. The annual rate of inflation in the United States hit 6.5% in December 2022, one of the highest increases in more than three decades, as measured by the Consumer Price Index. While inflation has declined since the second half of 2022, declining to 2.9% in December 2024, further increases in inflation in 2024 could increase our operating costs and the overall cost of capital projects we undertake. While some of our fee arrangements escalate based on changes in price indexes, these fee escalations may not be sufficient to offset an increase in our expenditures. Furthermore, inflation may impact producers’ economic decision making, which in turn could impact their willingness to develop acreage in areas that are more susceptible to inflationary pressures and labor force shortages.
Current wording
Inflation and operating costs. The annual rate of inflation in the U.S. hit 6.5% in December 2022, one of the highest increases in more than three decades, as measured by the Consumer Price Index. While inflation has declined since the second half of 2022, declining to 2.7% in December 2025, further increases in inflation in 2026 could increase our operating costs and the overall cost of capital projects we undertake. While some of our fee arrangements escalate based on changes in price indexes, these fee escalations may not be sufficient to offset an increase in our expenditures. Furthermore, inflation may impact producers’ economic decision making, which in turn could impact their willingness to develop acreage in areas that are more susceptible to inflationary pressures and labor force shortages.
Previous wording
During the year ended December 31, 2024, we divested of our Northeast operations which consisted of midstream assets located in the Marcellus shale play and midstream assets located in the Utica shale play together with our equity method investment in Ohio Gathering that is focused on the Utica Shale.
Current wording
During the year ended December 31, 2024, we divested of our Northeast operations, which consisted of midstream assets located in the Marcellus shale play and midstream assets located in the Utica shale play together with our equity method investment in Ohio Gathering that was focused on the Utica Shale.
Previous wording
Our operations and maintenance expenses also include costs that are reimbursed by our customers, which are included in Other revenues.
Current wording
Our operation and maintenance expenses also include costs that are reimbursed by our customers, which are included in Other revenues.
Previous wording
Segment adjusted EBITDA is a supplemental financial measure used by management and by external users of our financial statements such as investors, commercial banks, research analysts and others.
Current wording
Segment Adjusted EBITDA is a supplemental financial measure used by management and by external users of our financial statements such as investors, commercial banks, research analysts, and others. Segment Adjusted EBITDA is used to assess:
Previous wording
Volumes – Gas. Natural gas throughput volumes decreased 430 MMcf/d for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily reflecting:
Current wording
Volumes – Gas. Natural gas throughput volumes increased 42 MMcf/d for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily reflecting:
Previous wording
•a volume throughput increase of 15 MMcf/d for the Rockies segment.
Current wording
•a volume throughput increase of 21 MMcf/d for the Rockies segment;
Previous wording
•a volume throughput increase of 58 MMcf/d for the Mid-Con segment;
Current wording
•a volume throughput increase of 256 MMcf/d for the Mid-Con segment; offset by
Previous wording
•a volume throughput decrease of 13 MMcf/d for the Piceance segment; offset by
Current wording
•a volume throughput decrease of 33 MMcf/d for the Piceance segment;
Previous wording
•a volume throughput decrease of 490 MMcf/d for the Northeast segment;
Current wording
•a volume throughput decrease of 202 MMcf/d for the Northeast segment.
Previous wording
Volumes – Liquids. Crude oil and produced water volume throughput for the Rockies segment decreased 6 Mbbl/d for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Current wording
Volumes – Liquids. Crude oil and produced water volume throughput for the Rockies segment increased 1 Mbbl/d for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Previous wording
Revenues. Total revenues decreased $29.3 million during the year ended December 31, 2024 compared to the year ended December 31, 2023 comprised of a $47.4 million decrease in gathering services and related fees, offset by a $15.8 million increase in natural gas, NGLs and condensate sales and a $2.3 million increase in Other revenues.
Current wording
Revenues. Total revenues increased $132.5 million during the year ended December 31, 2025 compared to the year ended December 31, 2024 comprised of a $54.8 million increase in gathering services and related fees, a $70.0 million increase in natural gas, NGLs and condensate sales and a $7.6 million increase in Other revenues.
Previous wording
Gathering services and related fees. Gathering services and related fees decreased $47.4 million compared to the year ended December 31, 2023, primarily reflecting:
Current wording
Gathering services and related fees. Gathering services and related fees increased $54.8 million compared to the year ended December 31, 2024, primarily reflecting:
Previous wording
•a $45.0 million decrease in the Northeast segment;
Current wording
•a $18.9 million decrease in the Northeast segment;
Previous wording
Natural Gas, NGLs and Condensate Sales. Natural gas, NGLs and condensate sales revenue increased $15.8 million compared to the year ended December 31, 2023, primarily reflecting:
Current wording
Natural Gas, NGLs and Condensate Sales. Natural gas, NGLs and condensate sales revenue increased $70.0 million compared to the year ended December 31, 2024, primarily reflecting:
Previous wording
•a $16.8 million increase in the Rockies segment;
Current wording
•a $16.8 million increase in the Mid-Con segment; offset by
Previous wording
Costs and expenses. Total costs and expenses increased $89.3 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily reflecting:
Current wording
Costs and expenses. Total costs and expenses increased $18.2 million during the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily reflecting:
Previous wording
General and administrative. General and administrative expense increased $13.4 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to increased employee salaries and benefit expense, as well as professional and other expenses associated with our Corporate Reorganization.
Current wording
General and administrative. General and administrative expense increased $5.5 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to increased employee salaries and benefit expense, as well as certain professional and other expenses associated with acquisition diligence costs.
Previous wording
Long-lived asset impairments. In 2024, we recognized impairments of $68.3 million primarily in connection with the Mountaineer Transaction.
Current wording
Long-lived asset impairments. In 2025, we recognized impairments of $2.7 million, primarily related to the abandonment of aged pipeline that was no longer economical under the terms of our commercial arrangements. In 2024, we recognized impairments of $68.3 million primarily in connection with the Mountaineer Transaction.
Previous wording
Gain on sale of business. Gain on sale of business is primarily related to the gain recognized in connection with the disposition of the Utica midstream business in March of 2024.
Current wording
Gain on sale of business. In 2024, we recognized a gain on sale of business primarily in connection with the disposition of the Utica midstream business in March of 2024.
Previous wording
Gain on sale of equity method investment. Gain on sale of equity method investment is related to disposition of our equity method investment Ohio Gathering in March of 2024.
Current wording
Gain on sale of equity method investment. In 2024, we recognized a gain on sale of equity method investment related to the disposition of our equity method investment, Ohio Gathering, in March of 2024.
Previous wording
Interest Expense. Interest expense decreased $25.3 million during the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to $27.3 million of reduced interest expense as a result of the 2026 Secured Notes Tender Offer and the 2026 Secured Notes Asset Sale Offer that occurred in July 2024 and May 2024, respectively, $16.0 million of reduced interest expense as a result of decreased borrowings on the Amended and Restated ABL Facility, $11.9 million of reduced interest expense as a result of the exchange and repurchase of $209.7 million of the 2025 Senior Notes that occurred in November 2023, partially offset by $21.4 million of increased borrowing costs on the 2029 Secured Notes issued in July 2024 and $8.9 million of increased borrowing costs on the 2026 Unsecured Notes issued in November 2023.
Current wording
Interest Expense. Interest expense decreased $20.7 million during the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to $44.6 million of reduced interest expense as a result of the 2026 Secured Notes Tender Offer and the Asset Sale Offer that occurred in July 2024 and May 2024, respectively, and $12.0 million of reduced interest expense due to the full repayment and discharge of the 2026 Unsecured Notes in June 2024. The decrease was partially offset by $49.1 million of increased borrowing costs in connection with the issuance of the 2029 Secured Notes in July 2024 and January 2025. See Note 9 – Debt to the consolidated financial statements for additional details. Interest expense does not include the impact of gains or losses from our interest rate swaps entered into for the Permian Transmission Credit Facilities.
Previous wording
Natural gas. Natural gas volume throughput in 2024 increased 13% compared to the year ended December 31, 2023, primarily reflecting 92 new well connections that came online during 2024, partially offset by winter related interruptions which occurred during the first quarter of 2024.
Current wording
Natural gas. Natural gas volume throughput for the year ended December 31, 2025 increased 16% compared to the year ended December 31, 2024, primarily reflecting 99 new well connections that came online during 2025 and additional throughput associated with the Moonrise Acquisition, partially offset by natural production declines.
Previous wording
Liquids. Liquids volume throughput in 2024 decreased 8% compared to the year ended December 31, 2023, primarily due to natural production declines, offset by 37 new well connections that came online during 2024.
Current wording
Liquids. Liquids volume throughput for the year ended December 31, 2025 increased 1% compared to the year ended December 31, 2024, primarily reflecting 11 new well connections that came online during 2025 and additional throughput associated with the Moonrise Acquisition, partially offset by natural production declines.
Previous wording
Volume throughput for Double E increased 88% compared to the year ended December 31, 2023.
Current wording
Volume throughput for Double E increased 27% compared to the year ended December 31, 2024, as a result of increased throughput volumes from its customers.
Previous wording
The following table presents the MVC quantities that Double E’s shippers have contracted to with firm transportation service agreements and related negotiated rate agreements:
Current wording
The following table presents the MVC quantities that Double E’s shippers have contracted for under firm transportation service agreements and related negotiated rate agreements, excluding three new precedent agreements totaling 100 MMcf/d, 210 MMcf/d and 230 MMcf/d of firm capacity. The 100 MMcf/d agreement has a 10-year term and is expected to be placed into service in the fourth quarter of 2026. The 210 MMcf/d agreement has an 11-year term and will be implemented in two tranches: 70 MMcf/d is expected to be placed into service in the fourth quarter of 2026, with the remaining 140 MMcf/d anticipated to be placed into service in the third quarter of 2028. The 230 MMcf/d agreement has over an 11-year term and will be implemented in three tranches: 100 MMcf/d is expected to be placed into service in the fourth quarter of 2027, 80 MMcf/d in the fourth quarter of 2028, and an additional 50 MMcfd in the second quarter of 2029.
Previous wording
Year ended December 31, 2024. Segment adjusted EBITDA increased $7.0 million compared to the year ended December 31, 2023 primarily as a result of an increase in proportional adjusted EBITDA from our equity method investment in Double E.
Current wording
Year ended December 31, 2025. Segment Adjusted EBITDA increased $2.8 million compared to the year ended December 31, 2024 primarily as a result of an increase in Proportional Adjusted EBITDA from our equity method investment in Double E due to increased volumes described above.
Previous wording
Volume throughput increased 32% compared to the year ended December 31, 2023, primarily as a result of 27 wells that came online during 2024 and the acquisition of Tall Oak in December 2024, partially offset by temporary production curtailments associated with reductions in commodity pricing.
Current wording
Volume throughput increased 106% for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily as a result of the Tall Oak Acquisition, 38 wells that came online during 2025, and the resumption of previous production curtailments associated with reductions in commodity pricing, partially offset by natural production declines.
Previous wording
Volume throughput decreased 4% in 2024 compared to the year ended December 31, 2023, primarily as a result of natural production declines.
Current wording
Volume throughput for the year ended December 31, 2025 decreased 11% compared to the year ended December 31, 2024, primarily as a result of natural production declines.
Previous wording
Year ended December 31, 2024. Segment adjusted EBITDA decreased $7.0 million compared to the year ended December 31, 2023, primarily related to a decrease in volume throughput described above, contractual step-downs associated with MVC shortfall payments and a reduction in condensate margin.
Current wording
Year ended December 31, 2025. Segment Adjusted EBITDA decreased $7.9 million compared to the year ended December 31, 2024, primarily as a result of lower volume throughput discussed above as well as contractual step-downs.
Previous wording
Year ended December 31, 2024. Segment adjusted EBITDA decreased $63.6 million compared to the year ended December 31, 2023, primarily as the result of the sale of our Mountaineer Midstream system and the disposition of Summit Utica, the owner of our previously owned equity method investment, Ohio Gathering.
Current wording
Year ended December 31, 2025. Segment Adjusted EBITDA decreased $30.6 million compared to the year ended December 31, 2024, as the result of the sale of our Mountaineer Midstream system and the disposition of Summit Utica, the owner of our previously owned equity method investment, Ohio Gathering.
Previous wording
General and administrative. General and administrative expense attributable to Corporate and Other increased by $13.5 million compared to the year ended December 31, 2023, primarily due to increased employee salaries and benefit expense, as well as certain professional and other expenses associated with our Corporate Reorganization.
Current wording
General and administrative. For the year ended December 31, 2025, general and administrative expense attributable to Corporate and Other increased by $3.0 million compared to the year ended December 31, 2024, primarily due to increased employee salaries and benefit expense, as well as certain professional and other expenses associated with the evaluation of acquisitions. For the year ended December 31, 2025, general and administrative costs include $7.8 million of noncash stock-based compensation and $1.7 million of severance expense. For the year ended December 31, 2024, general and administrative expenses include $8.6 million of noncash stock-based compensation and $0.1 million of severance expense.
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Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Our business is capital intensive, requiring significant investment for the maintenance of existing gathering systems and the acquisition or construction and development of new gathering systems and other midstream assets and facilities.
Current report — wording carried from elsewhere
We categorize our capital expenditures as either:
Current report — wording carried from elsewhere
•$133.0 million of cash inflows from borrowings on the Amended and Restated ABL Facility.
Current report — wording carried from elsewhere
•maintenance capital expenditures, which are cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets or for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity; or
Current report — wording carried from elsewhere
•expansion capital expenditures, which are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
•Issuance of 2029 Secured Notes. On July 26, 2024, Summit Holdings issued $575.0 million aggregate principal amount of the 2029 Secured Notes.
Previous report — wording carried elsewhere
Key Matters for the Year ended December 31, 2023. The following items are reflected in our financial results for the fiscal year ended 2023:
Previous report — wording carried elsewhere
Segment adjusted EBITDA is used to assess:
Previous report — wording carried elsewhere
See Note 9 – Debt to the consolidated financial statements for additional details. Interest expense does not include the impact of gains or losses from our interest rate swaps entered into for the Permian Transmission Credit Facilities.