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ANNUAL REPORT
To Our
Shareholders,
Since our IPO over a decade ago, our strategy has remained
consistent: safely transport low-cost natural gas and natural
gas liquids to growing demand both domestically and abroad.
Our world-class assets and employees allow us to operate
one of the most capital efficient midstream companies not
only in Appalachia, but in North America. As the critical first
link in supplying this increasing demand, Antero Midstream’s
operations continue to play an increasing role as one of the
leaders in low-cost energy.
Capital Efficient Growth
Our integrated gathering, compression and water handling
assets delivered yet another record setting year, both
financially and operationally. Our infrastructure transported
over 3.4 Bcf/d of natural gas in 2025, a 5% year-over-year
increase, representing approximately 3% of the U.S. natural
gas market. This resulted in 7% EBITDA growth year-over-
year and marked our 11th consecutive year of EBITDA growth
since our inception. Importantly, we delivered over 99%
uptime availability, highlighting the consistency and reliability
of our operations. Looking ahead, we expect natural gas
demand growth from visible LNG export capacity buildout and
increasing power needs for data centers and gas-fired power
plants to drive additional growth opportunities for
Antero Midstream.
2025 Annual Report / 1
Leader in Sustainability
In 2025, Antero Midstream successfully completed
our goal of eliminating emissions associated
with our pipeline maintenance processes.
After establishing this goal in 2019, we utilized
operational efficiencies, emerging technology and
cross-team collaboration to successfully achieve
this important milestone. These meaningful
changes will drive emissions reduction year-
over-year as we continue our commitment to
responsible, sustainable midstream operations.
Our extensive water management infrastructure
continues to benefit both our operations and
the communities where we work. By reducing
the demand on local freshwater sources and
eliminating truck traffic on local roads, we are able
to improve the safety of residents and reduce local
emissions. In 2025, we successfully transported
and reused 15 million barrels of wastewater with a
99% deliverability rate.
We appreciate the support from our Board of
Directors. We thank you, our shareholders, for your
continued support of Antero Midstream and we look
forward to further success for many years to come.
Michael Kennedy
CEO & President
Expanding Assets in
the Lowest Cost Basin
In 2025, we invested approximately $180 million
in gathering, compression and water handling
assets. This included connectivity enhancements
on our water handling system as well as the
initial expansion of our dry gas gathering and
compression assets acquired in 2022. These
organic investments will enhance development
optionality across our assets, setting the stage for
future low-cost growth. In addition to our organic
capital investments, Antero Midstream announced
the acquisition of gathering and water handling
assets focused in the core of the Marcellus Shale in
West Virginia and the divestiture of non-core Utica
Shale assets in Ohio. The acquired assets are a
strategic fit within our portfolio and enhance both
the EBITDA and Free Cash Flow growth outlook for
the company.
Capital Allocation
Drives Shareholder
Value
Our expanding Free Cash Flow allowed us to
internally finance an attractive dividend, reduce
absolute debt, and repurchase shares in 2025. This
balanced capital allocation resulted in a 24% total
shareholder return in 2025 and leverage declining
below our 3.0x long-term target. In addition, we
successfully refinanced our near-term senior note
maturity and executed permanent financing for our
acquisition, further improving the liquidity position
and flexibility as we head into 2026.
2025 Annual Report / 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒☒
☐☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File No. 001-38075
ANTERO MIDSTREAM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1615 Wynkoop Street Denver, Colorado
(Address of principal executive offices)
61-1748605
(IRS Employer
Identification No.)
80202
(Zip Code)
(303) 357-7310
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01
AM
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes o No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes
o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer x
Non-accelerated filer o
Accelerated filer o
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s most
recently completed second fiscal quarter, was approximately $6.4 billion based on the $18.95 per share closing price of Antero Midstream Corporation’s common stock
as reported on that day on the New York Stock Exchange.
Number of shares of the registrant’s common stock outstanding as of February 6, 2026 (in thousands): 473,081
Documents incorporated by reference: Portions of the registrant’s proxy statement for its annual meeting of stockholders to be filed pursuant to Regulation 14A
within 120 days after the registrant’s fiscal year end are incorporated by reference into Part III of this Annual Report on Form 10-K.
Table of Contents
TABLE OF CONTENTS
GLOSSARY OF COMMONLY USED TERMS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
SUMMARY RISK FACTORS
PART I
Items 1 and 2.
Item 1A.
Item 1B.
Item 1C.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
SIGNATURES
Business and Properties
Risk Factors
Unresolved Staff Comments
Cybersecurity
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Exhibit and Financial Statement Schedules
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The following are abbreviations and definitions of certain terms used in this document, some of which are commonly used in
GLOSSARY OF COMMONLY USED TERMS
the midstream oil and gas industry:
ASC. Accounting Standards Codification.
ASU. Accounting Standards Update.
Antero Midstream Partners. Antero Midstream Partners LP.
Antero Resources. Antero Resources Corporation.
Antero Treatment. Antero Treatment LLC.
Bbl. One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate, NGLs or
water.
Bbl/d” Bbl per day.
Bcf. One billion cubic feet of natural gas.
Bcf/d. Bcf per day.
Bcfe. One billion cubic feet of natural gas equivalent with one barrel of oil, condensate or NGLs converted to six thousand
cubic feet of natural gas.
Bcfe/d. Bcfe per day.
CPI. Consumer Price Index.
Credit Facility. As the context requires, (i) for any date prior to July 30, 2024, the senior secured revolving credit facility
pursuant to the Second Amended and Restated Credit Agreement, dated as of October 26, 2021, and (ii) for July 30, 2024 and
thereafter, the senior secured revolving credit facility pursuant to the Third Amended and Restated Credit Agreement, dated as of
July 30, 2024, as amended to date.
DOT. Department of Transportation.
Dry gas. A natural gas containing insufficient quantities of hydrocarbons heavier than methane to allow their commercial
extraction or to require their removal in order to render the gas suitable for fuel use.
EPA. Environmental Protection Agency.
ESG. Environmental, social and governance.
Expansion capital. Cash expenditures to construct new midstream infrastructure and those expenditures incurred in order to
extend the useful lives of our assets, reduce costs, increase revenues or increase system throughput or capacity from current levels,
including well connections that increase existing system throughput.
FASB. Financial Accounting Standards Board.
FERC. Federal Energy Regulatory Commission.
Field. An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual
geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the
surface and the underground productive formations.
Finance Corp. Antero Midstream Finance Corporation.
Fresh water. Water that is either (i) raw fresh water or (ii) produced or flowback water that has been treated, including
through blending operations.
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GAAP. Generally accepted accounting principles in the United States of America.
GHG. Greenhouse gas.
HG Acquisition. Our acquisition of 100% of the issued and outstanding equity interests of HG Energy II Midstream
Holdings, LLC, a Delaware limited liability company, from HG Energy II LLC, a Delaware limited liability company.
High pressure pipelines. Pipelines gathering or transporting natural gas that has been dehydrated and compressed to the
pressure of the downstream pipelines or processing plants.
Hydrocarbon. An organic compound containing only carbon and hydrogen.
IRS. The Internal Revenue Service of the United States of America.
Joint Venture. The joint venture entered into on February 6, 2017 between Antero Midstream Partners, which is our wholly
owned subsidiary, and MarkWest, a wholly owned subsidiary of MPLX, LP, to develop processing and fractionation assets in
Appalachia.
Low pressure pipelines. Pipelines gathering natural gas at or near wellhead pressure that has yet to be compressed (other
than by well pad gas lift compression or dedicated well pad compressors) and dehydrated.
Maintenance capital. Cash expenditures (including expenditures for the construction or development of new capital assets or
the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our operating capacity or
revenue.
MarkWest. MarkWest Energy Partners, L.P.
MBbl. One thousand Bbls.
MBbl/d. One thousand Bbls per day.
Mcf. One thousand cubic feet of natural gas.
MMBtu. One million British thermal units.
MMcf. One million cubic feet of natural gas.
MMcf/d. One million cubic feet per day.
Natural gas. Hydrocarbon gas found in the earth, composed of methane, ethane, butane, propane and other gases.
NGLs. Natural gas liquids. Hydrocarbons found in natural gas that may be extracted as purity products such as ethane,
propane, isobutane, normal butane and natural gasoline.
NYMEX. New York Mercantile Exchange.
Oil. Crude oil and condensate.
Other fluid handling services. Flowback and produced water services, including blending and storage operations, and
transportation away from the well site.
SEC. United States Securities and Exchange Commission.
Stonewall. Stonewall Gas Gathering LLC.
Tcfe. One trillion cubic feet of natural gas equivalent with one barrel of oil, condensate or NGLs converted to six thousand
cubic feet of natural gas.
Throughput. The volume of product transported or passing through a pipeline, plant, terminal or other facility.
Utica Shale Divestiture. Our divestiture of substantially all of our Utica Shale midstream assets located in Ohio.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this Annual Report on Form 10-K may contain “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included in this Annual Report on
Form 10-K, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects,
plans and objectives of management are forward-looking statements. Words such as “may,” “assume,” “forecast,” “position,”
“predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,”
and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such
identifying words. When considering these forward-looking statements, investors should keep in mind the risk factors and other
cautionary statements in this Annual Report on Form 10-K. These forward-looking statements are based on management’s current
beliefs, based on currently available information, as to the outcome and timing of future events. Factors that could cause our actual
results to differ materially from the results contemplated by such forward-looking statements include:
• Antero Resources’ expected production and development plan;
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to execute our business strategy;
impacts to producer customers of insufficient storage capacity;
our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects,
working capital requirements and the repayment or refinancing of indebtedness;
natural gas, NGLs and oil prices;
our ability to realize the anticipated benefits of our investments in unconsolidated affiliates;
our ability to execute our share repurchase and dividend programs;
our ability to complete the construction of or purchase new gathering and compression, processing, water handling or
other assets on schedule, at the budgeted cost or at all and the ability of such assets to operate as designed or at expected
levels;
risks associated with the successful integration and future performance of the HG Acquisition;
risks associated with the Utica Shale Divestiture, including the risk that it is not consummated on the terms expected or
on the anticipated schedule, or at all;
costs of conducting our operations;
impacts of geopolitical events, including the conflicts in Ukraine, Venezuela and in the Middle East, and world health
events;
actions taken by third-party producers, operators, processors and transporters;
competition;
government regulations and changes in laws;
operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;
expectations regarding the amount and timing of litigation awards;
pending legal or environmental matters;
uncertainty regarding our future operating results;
credit markets;
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•
•
•
our ability to achieve our greenhouse gas reduction targets and the costs associated therewith;
general economic conditions; and
our other plans, objectives, expectations and intentions contained in this Annual Report on Form 10-K.
We caution investors that these forward-looking statements are subject to all of the risks and uncertainties incidental to our
business, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to,
commodity price volatility, inflation, supply chain or other disruptions, environmental risks, Antero Resources’ drilling and
completion and other operating risks, regulatory changes or changes in law, the uncertainty inherent in projecting Antero Resources’
future rates of production, cash flows and access to capital, the timing of development expenditures, impacts of world health events,
cybersecurity risks, the state of markets for, and availability of, verified quality carbon offsets and the other risks described or
referenced under the heading “Risk Factors” in this Annual Report on Form 10-K.
Should one or more of the risks or uncertainties described or referenced in this Annual Report on Form 10-K occur, or should
underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-
looking statements.
All forward-looking statements, expressed or implied, included in this Annual Report on Form 10-K are expressly qualified
in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent
written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements to reflect
events or circumstances after the date of this Annual Report on Form 10-K.
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SUMMARY RISK FACTORS
Customer Concentration
• Because substantially all of our revenue is currently derived from Antero Resources, any development that materially
and adversely affects Antero Resources’ operations, financial condition or market reputation could have a material and
adverse impact on us.
• Because of the natural decline in production from existing wells, our success depends, in part, on Antero Resources’
ability to replace declining production and our ability to secure new sources of natural gas from Antero Resources or
third parties. Additionally, our water handling services are directly associated with Antero Resources’ well completion
activities and water needs, which are largely driven by the amount of water used in completing each well. Finally, under
certain circumstances, Antero Resources may dispose of acreage dedicated to us free from such dedication without our
consent. Any decrease in volumes of natural gas that Antero Resources produces, any decrease in the number of wells
that Antero Resources completes, or any decrease in the number of acres that are dedicated to us could adversely affect
our business and operating results.
Business Operations
• A material shut-in of production by Antero Resources or any of our other customers could adversely affect our business.
• Our gathering and compression agreements include minimum volume commitments only under certain circumstances.
• Our construction or purchase of new gathering and compression, processing, water handling or other assets may not be
completed on schedule, at the budgeted cost or at all, may not operate as designed or at the expected levels, may not
result in revenue increases and may be subject to regulatory, environmental, political, legal and economic risks, all of
which could adversely affect our financial condition, cash flows and results of operations.
• Recent action and the possibility of future action on trade by U.S. and foreign governments has increased the costs of
certain equipment and materials used in the construction of our assets and has created uncertainty in global markets,
which may adversely affect our income from operations and cash flows.
•
If third-party pipelines or other midstream facilities interconnected to our gathering and compression systems become
partially or fully unavailable, our operating margin and cash flows could be adversely affected.
• Our exposure to commodity price risk may change over time.
• The fees charged to our customers may not escalate sufficiently to cover increases in costs, or the agreements may be
amended with less favorable terms, may not be renewed or may be suspended in some circumstances.
• Oil and natural gas producers’ operations, especially those using hydraulic fracturing, are substantially dependent on the
availability of water.
• Sustainability matters and conservation measures may adversely impact our business.
• Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. The
occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a
material adverse effect on our business, financial condition and results of operations.
• An impairment of our assets, including property and equipment and/or intangible assets, could reduce our earnings.
Capital Structure and Access to Capital
• 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.
• We will be required to make capital expenditures to increase our asset base. If we cannot obtain needed capital or
financing on satisfactory terms, we may be unable to expand our business operations and/or our financial leverage could
increase.
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• Restrictions in our existing and future debt agreements could adversely affect our business, financial condition and
results of operations.
Acquisitions and Divestitures
• We may not achieve the intended benefits of the HG Acquisition, and the HG Acquisition may disrupt our existing plans
or operations.
• We may not complete the Utica Shale Divestiture within the anticipated timeframe or at all.
Joint Ventures
• We own a 50% interest in the Joint Venture, which is operated by MarkWest. While we have the ability to influence
certain business decisions affecting the Joint Venture, the success of our investment in the Joint Venture will depend on
MarkWest’s operation of the Joint Venture.
•
If the Joint Venture is not successful or if the Joint Venture does not perform as expected, our future financial
performance may be negatively impacted.
Compliance with Regulations
• We are subject to complex federal, state and local laws and regulations that could adversely affect the cost, manner or
feasibility of conducting our operations or expose us to significant liabilities.
•
•
If our assets become subject to FERC regulation or federal, state or local regulations or policies change, or if we fail to
comply with market behavior rules, our financial condition, cash flows and results of operations could be materially and
adversely affected.
Increased regulation of hydraulic fracturing could result in reductions or delays in production by our customers, which
could reduce the throughput on our gathering and processing systems and the number of wells for which we provide
water handling services, which could adversely impact our revenues.
• Our operations are subject to a series of risks related to climate that could result in increased operating costs, limit the
areas in which our customers may conduct oil and gas exploration and production activities, and reduce demand for the
services we provide.
Related Parties
• Antero Resources owns a significant interest in us and, as a result, conflicts of interest will arise from time to time
between it and us, and Antero Resources may favor their own interests to the detriment of us and our other stockholders.
Additionally, Antero Resources is under no obligation to adopt a business strategy that favors us.
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ITEMS 1 AND 2. BUSINESS AND PROPERTIES
Overview
PART I
Antero Midstream Corporation together with its consolidated subsidiaries (“Antero Midstream,” the “Company,” “we,” “us”
or “our”) is a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets that primarily
service Antero Resources’ production and completion activity in the Appalachian Basin located in West Virginia and Ohio. Our
assets consist of gathering systems and compression facilities, water handling and blending facilities and interests in processing and
fractionation plants. We conduct our operations and own our operating assets and ownership interests in the Joint Venture and
Stonewall through Antero Midstream Partners and its subsidiaries, all of which are wholly-owned. Additionally, Antero Resources
has a 29% ownership interest in us as of December 31, 2025. Unless expressly stated otherwise, the operating and financial
information presented in this Annual Report on Form 10-K does not give effect to the HG Acquisition or the Utica Shale Divestiture.
Business Strategy and Competitive Strengths
Experienced Management Team
Our management team has worked together for many years and has established a successful track record of developing
integrated business models that are capable of delivering consistent returns on invested capital. We intend to leverage our
management team’s significant industry expertise and experience developing natural gas resource plays to continue building out our
premier midstream system.
Fixed Fee Business with Long-Term Contracts
We provide gathering, compression, processing, fractionation and integrated water services to Antero Resources under long-
term, fixed-fee and cost of service fee contracts with certain minimum volume commitments, limiting our direct exposure to
commodity price risk. We have agreements in place to provide gathering and compression services through 2038 and water services
through 2035.
Integrated Business Model
We believe that our strategically located assets and our relationship with Antero Resources have allowed us to become a
leading midstream energy company serving the Appalachian Basin. Our significant investment in West Virginia and Ohio
infrastructure makes us well positioned to expand our operations in a capital efficient manner.
Disciplined Capital Investment
We utilize a flexible, just-in-time capital budgeting approach through integrated planning with Antero Resources, which allows
us to avoid long lead-times in our capital investments in order to maximize our asset utilization and returns on invested capital. We
believe this just-in-time capital investment approach is unique to Antero Midstream and allows us to generate consistent free cash flow.
Strong Balance Sheet and Sustainable Leverage Profile
We are focused on maintaining a strong balance sheet, which includes maintaining a sustainable leverage profile. In recent
years, we have significantly reduced our leverage profile and will prioritize it on an ongoing basis.
Operating Segments
Our operations are located in the United States and are organized into two reportable segments: (1) gathering and processing
and (2) water handling. Financial information for our reportable segments is located under Note 17—Reportable Segments to our
consolidated financial statements.
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Acquisitions and Divestiture
HG Acquisition
On December 5, 2025, we entered into a definitive agreement to acquire 100% of the issued and outstanding equity interests
of HG Energy II Midstream Holdings, LLC (“HG Midstream”) from HG Energy II LLC (“HG Energy”) for cash consideration of $1.1
billion, subject to the terms and conditions thereof. The HG Acquisition includes gathering pipelines and integrated water handling
assets in the core of the Marcellus Shale in West Virginia. Pursuant to the same agreement, Antero Resources agreed to acquire 100%
of the issued and outstanding equity interests of HG Energy II Production Holdings, LLC (“HG Production”) from HG Energy for
total cash consideration of $2.8 billion, subject to the terms and conditions thereof (the “HG Upstream Acquisition”). The HG
Upstream Acquisition includes approximately 385,000 net acres in the core of the Marcellus Shale in West Virginia. These
acquisitions closed on February 3, 2026. See Note 3—Transactions to our consolidated financial statements for additional
information.
Summit Asset Acquisition
On May 1, 2024, we acquired certain Marcellus Shale gas gathering and compression assets from Summit Midstream
Partners, LP (NYSE: SMLP) (“Summit”) for $70 million in cash, before closing adjustments, with an effective date of April 1, 2024.
The acquired assets include 48 miles of high pressure gathering pipelines and two compressor stations with 100 MMcf/d of
compression capacity. These assets were already interconnected to our low pressure and high pressure gas gathering systems at the
time of acquisition and service Antero Resources’ production. Currently, we do not expect to make any significant capital
investments related to the acquired assets. See Note 3—Transactions to our consolidated financial statements for additional
information.
Utica Shale Divestiture
On December 5, 2025, we entered into a definitive agreement with two third-party buyers (collectively, the “Buyer Parties”)
to sell substantially all of our Utica Shale midstream assets located in Ohio (the “Utica Shale Property and Equipment”), for aggregate
cash consideration of $400 million, subject to the terms and conditions thereof. The Utica Shale Property and Equipment includes 118
miles of gathering pipelines, 0.7 Bcfe/d of compression capacity, 85 miles of water pipelines and 12 water impoundments with storage
capacity of approximately 2 million barrels. The Utica Shale Divestiture is expected to close in February 2026, subject to the
satisfaction of certain customary closing conditions. See Note 3—Transactions to our consolidated financial statements for additional
information.
Our Assets
Our gathering and processing assets consist of high and low pressure gathering pipelines, compressor stations and processing
and fractionation plants that collect and process natural gas and NGLs from Antero Resources’ wells in West Virginia and Ohio. Our
water handling assets include two independent systems that deliver water from sources, including the Ohio River, local reservoirs and
several regional waterways. Portions of these systems are also utilized to transport flowback and produced water. The water handling
systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending
facilities and impoundments to transport water throughout the systems used to deliver water to Antero Resources’ well completions.
The following table provides information regarding our gathering and processing systems and water handling systems as of
December 31, 2025:
Low Pressure
Pipeline
(miles)
Gathering and Processing Systems
High Pressure
Pipeline
(miles)
Compression
Capacity
(Bcf/d)
Water Handling Systems
Buried
Surface
Water Pipeline Water Pipeline
(miles)
(miles)
Appalachian Basin
426
305
4.8
236
187
During the year ended December 31, 2025, we added 13 miles of low pressure pipeline, 10 miles of high pressure pipeline,
three miles of buried water pipeline and 24 miles of surface water pipeline in the Appalachian Basin. In addition, our compression
capacity increased by 0.2 Bcf/d during the year ended December 31, 2025 as a result of our program to repurpose underutilized
compressor units to expand existing or construct new compressor stations. As of December 31, 2025, we had 33 water impoundments
with storage capacity of approximately 5 million barrels. Additionally, we built water blending and storage infrastructure to support
other fluid handling services that we provide to Antero Resources for well completion and production activities. We also own water
treatment assets, including the Antero Clearwater Facility (the “Clearwater Facility”), which we idled in September 2019. Since
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idling the Clearwater Facility, we have satisfied our obligation to handle Antero Resources’ flowback and produced water through our
other fluid handling services.
Our Relationship with Antero Resources
Antero Resources is our most significant customer and is one of the largest producers of natural gas and NGLs in North
America. As of December 31, 2025, substantially all of Antero Resources’ approximate 566,000 gross acres (537,000 net acres) are
dedicated to us for gathering, compression and water services. During the year ended December 31, 2025, Antero Resources
produced, on average, 3.4 Bcfe/d net (36% liquids). As of December 31, 2025, Antero Resources’ estimated net proved reserves were
19.1 Tcfe, which were comprised of 61% natural gas, 38% NGLs and 1% oil. Antero Resources has a vast drilling inventory of
horizontal well locations in the Appalachian Basin (all of which are on acreage dedicated to us) for gathering and compression and
water handling services, which provides us with significant opportunities for growth as Antero Resources’ active development
program continues.
Antero Resources announced its 2026 drilling and completion budget is $1.0 billion to $1.2 billion, and includes plans to
complete 70 to 80 net horizontal wells in the Appalachian Basin. In addition, Antero Resources’ 2026 capital budget includes $100
million for leasehold expenditures, all of which will be dedicated to us. Antero Resources’ 2026 capital budget reflects the closing of
the HG Upstream Acquisition on February 3, 2026 and assumes the closing of the divestiture of its Utica Shale oil and gas assets
during February 2026. Antero Resources relies significantly on us to deliver the midstream infrastructure necessary to accommodate
its development program. For additional information regarding our contracts with Antero Resources, see “—Operational and
Managerial Arrangements with Antero Resources.”
We currently derive substantially all of our revenue from Antero Resources. Any development that materially and adversely
affects Antero Resources’ operations, financial condition or market reputation could have a material adverse impact on us.
Accordingly, we are indirectly subject to the business risks of Antero Resources. For additional information, see “Item 1A. Risk
Factors—Customer Concentration.”
Operational and Managerial Arrangements with Antero Resources
Gathering and Compression
Our gathering and compression service agreements with Antero Resources include: (i) the second amended and restated
gathering and compression agreement dated December 8, 2019 (the “2019 gathering and compression agreement”), (ii) a gathering
and compression agreement acquired with the Crestwood Equity Partners LP (“Crestwood”) assets (the “Marcellus gathering and
compression agreement”), (iii) a compression agreement acquired with the EnLink Midstream LLC (NYSE: ENLC) (“EnLink”) assets
(the “Utica compression agreement”) and (iv) a gathering and compression agreement acquired with the Summit assets (the
“Mountaineer gathering and compression agreement,” and together with the 2019 gathering and compression agreement, the
Marcellus gathering and compression agreement and the Utica compression agreement, the “gathering and compression agreements”).
See Note 3—Transactions and Note 6—Revenue to our consolidated financial statements for additional information. Pursuant to these
gathering and compression agreements, Antero Resources has dedicated substantially all of its current and future acreage in West
Virginia, Ohio and Pennsylvania to us for gathering and compression services. The 2019 gathering and compression agreement,
Marcellus gathering and compression agreement and Mountaineer gathering and compression agreement have initial terms through
2038, 2031 and 2026, respectively, and the Utica compression agreement has two acreage dedications, one of which expired in 2024
and one that expires in 2030. Upon expiration of the Marcellus gathering and compression agreement, the Utica compression
agreement and the Mountaineer gathering and compression agreement, we will continue to provide gathering and compression
services under the 2019 gathering and compression agreement. We also have an option to gather and compress natural gas produced
by Antero Resources on any undedicated acreage it acquires in the future outside of West Virginia, Ohio and Pennsylvania on the
same terms and conditions as the 2019 gathering and compression agreement. The Utica compression agreement is included in the
Utica Shale Divestiture.
Under the gathering and compression agreements, we receive a low pressure gathering fee per Mcf, a high pressure gathering
fee per Mcf and a compression fee per Mcf, as applicable, subject to annual CPI-based adjustments. We intend to make certain
modifications to our existing commercial arrangements with Antero Resources to provide for on-pad compression with respect to
certain wells. If and to the extent Antero Resources requests that we construct new low pressure lines, high pressure lines and/or
compressor stations, our 2019 gathering and compression agreement contains options at our election for either (i) minimum volume
commitments that require Antero Resources to utilize or pay for 75% of the high pressure gathering capacity and 70% of the
compression capacity of such new construction for 10 years or (ii) a cost of service fee that allows us to earn a 13% rate of return on
such new construction over seven years, which election is made individually for each piece of equipment placed in service. The
Marcellus gathering and compression agreement provides for a minimum volume commitment that requires Antero Resources to
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utilize or pay for 25% of the compression capacity for a period of 10 years from the in-service date. The Mountaineer gathering and
compression agreement provides for monthly minimum compression and gathering fees for each compressor station or high pressure
gathering line, respectively, for a period of 12 years commencing 90 days after such asset’s in-service date. As of December 31, 2025,
the minimum volume commitments for the 2019 gathering and compression agreement end in 2035, and the minimum gathering and
compression fees for the Mountaineer gathering and compression agreement end in 2026. As of January 1, 2025, there were no
minimum volume commitments under the Marcellus gathering and compression agreement. Additional gathering lines and
compressor stations installed on our own initiative are not subject to these minimum volume commitments or cost of service fee
options. These minimum volume commitments and rate of return options are intended to support the stability of our cash flows.
Water Handling Services
Pursuant to the water services agreement, we provide certain water handling services to Antero Resources within an area of
dedication in defined service areas in Ohio and West Virginia. We also have certain rights of first offer with respect to water services
for acreage located outside of the existing dedicated areas. Antero Resources agreed to pay us for all water handling services provided
by us in accordance with the terms of the water services agreement, under which Antero Resources has no minimum volume
commitments. Under the agreement, Antero Resources will pay, and therefore we will receive, a fixed fee for all fresh water
deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. Antero Resources also agreed to pay us a
fixed fee per barrel for water treatment at the Clearwater Facility, which was idled in the third quarter of 2019 and we expect will
remain idled for the foreseeable future. In addition, we also provide other fluid handling services. These operations, along with our
fresh water delivery systems, support well completion and production operations for Antero Resources. These services are provided
by us directly or through third-parties with which we contract. For other fluid handling services provided by third parties, Antero
Resources reimburses our third-party out-of-pocket costs plus 3%. For other fluid handling services provided by us, we charge Antero
Resources a cost of service fee. The initial term of the water services agreement runs to 2035.
We intend to make certain modifications to our water services agreement to provide a transition period through 2026 before
certain water services would be provided to Antero Resources for the assets acquired from HG Production.
Gas Processing and NGLs Fractionation
The Joint Venture was formed in February 2017 to develop processing and fractionation assets in Appalachia. In connection
with our entry into the Joint Venture with MarkWest, we released to the Joint Venture our right to provide certain processing and
fractionation services on 195,000 gross acres held by Antero Resources in the Appalachian Basin. We have a right-of-first-offer
agreement with Antero Resources for the provision of processing and fractionation services pursuant to which Antero Resources,
subject to certain exceptions, may not procure any gas processing or NGLs fractionation services with respect to its production (other
than production subject to a pre-existing dedication) without first offering us the right to provide such services.
Secondment and Services Agreements
Pursuant to a secondment agreement and a services agreement, Antero Resources seconds employees to us to provide
operational services with respect to our assets and certain corporate, general and administrative services in exchange for
reimbursement of any direct expenses and an allocation of any indirect expenses attributable to its provision of such services. These
agreements extend through 2039.
Acreage Dispositions
Antero Resources may sell, transfer, convey, assign, grant or otherwise dispose of dedicated properties free of the dedication
under our gathering and compression, water services and right-of-first-offer agreements, provided that the number of net acres of
dedicated properties so disposed of, when added to the number of net acres of dedicated properties previously disposed of free of the
dedication since the respective effective dates of the agreements, does not exceed the aggregate number of net acres of dedicated
properties acquired by Antero Resources since such effective dates. Accordingly, under certain circumstances, Antero Resources may
dispose of a significant number of net acres of dedicated properties free from dedication without our consent, and we have no control
over the timing or extent of such dispositions.
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Title to Properties
Our real property is classified into two categories: (i) parcels that we own in fee and (ii) parcels in which our interest derives
from leases, easements, rights-of-way, permits or licenses from landowners or governmental authorities, permitting the use of such
land for our operations. Portions of the land on which our pipelines and major facilities are located are owned by us in fee title, and
we believe that we have satisfactory title to these lands. The remainder of the land on which our pipelines and major facilities are
located are held by us pursuant to surface leases between us, as lessee, and the fee owner of the lands, as lessors. We have leased or
owned these lands without any material challenge known to us relating to the title to the land upon which the assets are located, and
we believe that we have satisfactory leasehold estates or fee ownership of such lands. We have no knowledge of any challenge to the
underlying fee title of any material lease, easement, right-of-way, permit or license held by us or to our title to any material lease,
easement, right-of-way, permit or lease, and we believe that we have satisfactory title to all of our material leases, easements,
rights-of-way, permits and licenses.
Seasonality
Demand for natural gas generally decreases during the spring and fall months and increases during the summer and winter
months. However, cold winters, hot summers or severe weather events can significantly increase demand and price fluctuations, while
seasonal anomalies, such as mild winters, mild summers or severe weather events, can sometimes lessen the impact of these
fluctuations. In addition, certain natural gas end users, utilities and marketers utilize natural gas storage facilities and purchase some
of their anticipated winter requirements during the spring, summer and fall, thereby smoothing demand for natural gas. This can also
lessen seasonal demand fluctuations. These seasonal anomalies can increase demand for our services during the summer and winter
months and decrease demand for our services during the spring and fall months.
Competition
As a result of our relationship with Antero Resources, we do not compete for the portion of Antero Resources’ existing
operations for which we currently provide midstream services and will not compete for future portions of Antero Resources’
operations that are dedicated to us pursuant to: (i) our gathering and compression agreements; (ii) our water handling services
agreement; and (iii) our right-of-first-offer agreement with Antero Resources for the provision of processing and fractionation
services. For a description of these contracts, see “—Our Relationship with Antero Resources—Operational and Managerial
Arrangements with Antero Resources.” However, we face competition in attracting third-party volumes to our gathering and
compression and water handling systems. In addition, these third parties may develop their own gathering and compression and water
handling systems in lieu of employing our assets.
Regulation of Operations
Regulation of pipeline gathering services may affect certain aspects of our business and the market for our services.
Gathering Pipeline Regulation
Section 1(b) of the Natural Gas Act of 1938 (“NGA”), exempts natural gas gathering facilities from regulation by the FERC,
under the NGA. Although the FERC has not made any formal determinations with respect to any of our facilities, we believe that the
natural gas pipelines in our gathering systems meet the traditional tests the FERC has used to establish whether a pipeline is a
gathering pipeline not subject to FERC jurisdiction. The distinction between FERC-regulated transmission services and federally
unregulated gathering services, however, has been the subject of substantial litigation, and the FERC determines whether facilities are
gathering facilities on a case-by-case basis, so the classification and regulation of some our gathering facilities and intrastate
transportation pipelines may be subject to change based on future determinations by the FERC, the courts or Congress. If the FERC
were to consider the status of an individual facility and determine that the facility is not a gathering pipeline and the pipeline provides
interstate transmission service, the rates for, and terms and conditions of, services provided by such facility would be subject to
regulation by the FERC under the NGA or the Natural Gas Policy Act of 1978 (“NGPA”). Such FERC-regulation could decrease
revenue, increase operating costs, and, depending upon the facility in question, could adversely affect our results of operations and
cash flows. In addition, if any of our facilities were found to have provided services or otherwise operated in violation of the NGA or
NGPA, this could result in the imposition of civil penalties as well as a requirement to disgorge charges collected for such service in
excess of the rate established by the FERC.
Unlike natural gas gathering under the NGA, there is no exemption for the gathering of crude oil or NGLs under the
Interstate Commerce Act (“ICA”). Whether a crude oil or NGLs shipment is in interstate commerce under the ICA depends on the
fixed and persistent intent of the shipper as to the crude oil’s or NGLs’ final destination, absent a break in the interstate movement.
Antero Midstream believes that the crude oil and NGLs pipelines in its gathering system meet the traditional tests the FERC has used
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to determine that a pipeline is not providing transportation service in interstate commerce subject to FERC ICA jurisdiction.
However, the determination of the interstate or intrastate character of shipments on Antero Midstream’s crude oil and NGLs pipelines
depends on the shipper’s intentions and the transportation of the crude oil or NGLs outside of Antero Midstream’s system, and may
change over time. If the FERC were to consider the status of an individual facility and the character of a crude oil or NGLs shipment,
and determine that the shipment is in interstate commerce, the rates for, and terms and conditions of, transportation services provided
by such facility would be subject to regulation by the FERC under the ICA. Such FERC regulation could decrease revenue, increase
operating costs and, depending on the facility in question, could adversely affect Antero Midstream’s results of operations and cash
flows. In addition, if any of Antero Midstream’s facilities were found to have provided services or otherwise operated in violation of
the ICA, this could result in the imposition of administrative and civil remedies and criminal penalties, as well as a requirement to
disgorge charges collected for such services in excess of the rate established by the FERC.
State regulation of gathering facilities generally includes various safety, environmental and, in some circumstances,
nondiscriminatory take requirements and complaint-based rate regulation. States in which we operate may adopt ratable take and
common purchaser statutes, which would require our gathering pipelines to take natural gas without undue discrimination in favor of
one producer over another producer or one source of supply over another similarly situated source of supply. The regulations under
these statutes may have the effect of imposing some restrictions on our ability as an owner of gathering facilities to decide with whom
we contract to gather natural gas. States in which we operate may also adopt a complaint-based regulation of natural gas gathering
activities, which allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances
relating to gathering access and rate discrimination. We cannot predict whether such regulation will be adopted and whether such a
complaint will be filed against us in the future. Failure to comply with state regulations can result in the imposition of administrative,
civil and criminal remedies. To date, there has been no adverse effect to our system due to state regulations.
Our gathering operations could be adversely affected should they be subject in the future to more stringent application of
state regulation of rates and services. Our gathering operations also may be, or become, subject to additional safety and operational
regulations relating to the design, installation, testing, construction, operation, replacement and management of gathering facilities.
Additional rules and legislation pertaining to these matters are considered or adopted from time to time. We cannot predict what
effect, if any, such changes might have on our operations, but the industry could be required to incur additional capital expenditures
and increased costs depending on future legislative and regulatory changes.
The Energy Policy Act of 2005 (“EPAct 2005”), amended the NGA and NGPA to prohibit fraud and manipulation in natural
gas markets. The FERC subsequently issued a final rule making it unlawful for any entity, in connection with the purchase or sale of
natural gas or transportation service subject to FERC’s jurisdiction, to defraud, make an untrue statement or omit a material fact or
engage in any practice, act or course of business that operates or would operate as a fraud. The FERC’s anti-manipulation rules apply
to intrastate sales and gathering activities only to the extent that there is a “nexus” to FERC-jurisdictional transactions. EPAct 2005
also provided the FERC with the authority to impose civil penalties of up to approximately $1 million (adjusted annually for inflation)
per day per violation.
In January 2025, FERC issued an order (Order No. 906) increasing the maximum civil penalty amounts under the NGA and
NGPA to adjust for inflation. FERC may now assess civil penalties under the NGA and NGPA of up to $1,584,648 per violation per
day.
Pipeline Safety Regulation
Some of our gas pipelines are subject to regulation by the Pipeline and Hazardous Materials Safety Administration
(“PHMSA”), pursuant to the Natural Gas Pipeline Safety Act of 1968 (“NGPSA”), with respect to natural gas, and the Hazardous
Liquids Pipeline Safety Act of 1979 (“HLPSA”), with respect to crude oil and NGLs. Both the NGPSA and the HLPSA were
amended by the Pipeline Safety Act of 1992, the Accountable Pipeline Safety and Partnership Act of 1996, the Pipeline Safety
Improvement Act of 2002 (“PSIA”), as reauthorized and amended by the Pipeline Inspection, Protection, Enforcement and Safety Act
of 2006, the Pipeline Safety, Regulatory Certainty and Job Creation Act of 2011 (“2011 Pipeline Safety Act”) and the Protecting Our
Infrastructure of Pipelines and Enhancing Safety (“PIPES”) Act of 2020. The NGPSA and HLPSA regulate safety requirements in the
design, construction, operation and maintenance of natural gas, crude oil and NGLs pipeline facilities, while the PSIA establishes
mandatory inspections for all U.S. crude oil, NGLs and natural gas transmission pipelines in certain high risk areas, such as high-
consequence areas (“HCAs”) or moderate consequence areas (“MCAs”).
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The PHMSA has developed regulations that require pipeline operators to implement integrity management programs,
including more frequent inspections and other measures to ensure pipeline safety in HCAs and MCAs. The regulations require
operators, including us, to:
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perform ongoing assessments of pipeline integrity;
identify and characterize applicable threats to pipeline segments that could impact certain high risk areas;
improve data collection, integration and analysis;
repair and remediate pipelines as necessary; and
implement preventive and mitigating actions.
The 2011 Pipeline Safety Act, among other things, increased the maximum civil penalty for pipeline safety violations and
directed the Secretary of Transportation to promulgate rules or standards relating to expanded integrity management requirements,
automatic or remote-controlled valve use, excess flow valve use, leak detection system installation and testing to confirm the material
strength of pipe operating above 30% of specified minimum yield strength in HCAs. Consistent with the 2011 Pipeline Safety Act,
PHMSA finalized rules that increased the maximum administrative civil penalties for violation of the pipeline safety laws and
regulations to $200,000 per violation per day, with a maximum of $2,000,000 for a related series of violations. In December 2024,
those maximum civil penalties were increased to $272,926 and $2,729,245, respectively, to account for inflation. The PHMSA has
also issued a final rule applying safety regulations to certain rural low-stress hazardous liquid pipelines that were not covered
previously by some of its safety regulations.
Following legislation enacted by Congress, PHMSA has issued or proposed regulations that either seek to impose new
obligations on pipeline operations or expand existing pipeline safety requirements to previously unregulated pipelines. For example,
in November 2021, PHMSA issued a final rule that imposes safety regulations on approximately 400,000 miles of previously
unregulated onshore gas gathering lines that, among other things, will impose criteria for inspection and repair of fugitive emissions,
extend reporting requirements to all gas gathering operators and apply a set of minimum safety requirements to certain gas gathering
pipelines with large diameters and high operating pressures. In August 2022, PHMSA finalized the rule entitled “Pipeline Safety:
Safety of Gas Transmission Pipelines, Repair Criteria, Integrity Management Improvements, Cathodic Protection, Management of
Change and Other Related Amendments,” which adjusted the repair criteria for pipelines in HCAs, created new criteria for pipelines
in non-HCAs and strengthened integrity management assessment requirements, among other items. However, in August 2024, the
U.S. Court of Appeals for the D.C. Circuit vacated various aspects of the 2022 rule. Additionally, in April 2024, PHMSA
promulgated a final rule that amended Federal pipeline safety regulations to incorporate more than 20 new or updated voluntary,
consensus industry technical standards to allow pipeline operators to use current technologies and improved materials. Further, in
January 2025, PHMSA finalized a rule that enhances the safety requirements for gas distribution pipelines and requires updates to
distribution integrity management programs, emergency response plans, operations and maintenance manuals and other safety
practices. However, the Trump administration withdrew the final rule shortly thereafter, and, accordingly, it has not been codified.
These new and any future regulations adopted by PHMSA have imposed and may impose more stringent requirements applicable to
integrity management programs and other pipeline safety aspects of our operations, which could cause us to incur increased capital
and operating costs and operational delays.
States are largely preempted by federal law from regulating pipeline safety for interstate lines but most are certified by the
DOT to assume responsibility for enforcing federal intrastate pipeline regulations and inspection of intrastate pipelines. States may
adopt stricter standards for intrastate pipelines than those imposed by the federal government for interstate lines; however, states vary
considerably in their authority and capacity to address pipeline safety. State standards may include requirements for facility design
and management in addition to requirements for pipelines. We do not anticipate any significant difficulty in complying with
applicable state laws and regulations.
We regularly review all existing and proposed pipeline safety requirements and work to incorporate the new requirements
into procedures and budgets. We expect to incur increasing regulatory compliance costs, based on the intensification of the regulatory
environment and upcoming changes to regulations as outlined above, consistent with other similarly situated midstream companies.
In addition to regulatory changes, costs may be incurred if there is an accidental release of a commodity transported by our system, or
a regulatory inspection identifies a deficiency in our required programs and corrective action is required.
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Regulation of Environmental and Occupational Safety and Health Matters
General
Our natural gas gathering and compression and water handling activities are subject to stringent and complex federal, state
and local laws and regulations relating to the protection of the environment, natural resources and worker safety. As an owner or
operator of these facilities, we must comply with these laws and regulations at the federal, state and local levels. These laws and
regulations can restrict or impact our business activities in many ways, such as:
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requiring the installation of pollution-control equipment, imposing emission or discharge limits or otherwise restricting
the way we operate resulting in additional costs to our operations;
limiting or prohibiting construction activities in areas, such as air quality nonattainment areas, wetlands, coastal regions
or areas inhabited by endangered or threatened species;
delaying system modification or upgrades during review of permit applications and revisions;
requiring investigatory and remedial actions to mitigate discharges, releases or pollution conditions associated with our
operations or attributable to former operations; and
enjoining the operations of facilities deemed to be in non-compliance with permits issued pursuant to or regulatory
requirements imposed by such environmental laws and regulations.
Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement
measures, including the assessment of monetary penalties and natural resource damages. Certain environmental statutes impose strict
joint and several liability for costs required to clean up and restore sites where hazardous substances, hydrocarbons or solid wastes
have been disposed or otherwise released. Moreover, neighboring landowners and other third parties may file common law claims for
personal injury and property damage allegedly caused by the release of hazardous substances, hydrocarbons or solid waste into the
environment.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may affect the
environment and thus, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or
remediation and actual future expenditures may be different from the amounts we currently anticipate. As with the midstream
industry in general, complying with current and anticipated environmental laws and regulations can increase our capital costs to
construct, maintain and operate equipment and facilities. While these laws and regulations affect our maintenance capital
expenditures and net income, we do not believe they will have a material adverse effect on our business, financial position, results of
operations or cash flows, nor do we believe that they will affect our competitive position since the operations of our competitors are
generally similarly affected. In addition, we believe that the various activities in which we are presently engaged that are subject to
environmental laws and regulations are not expected to materially interrupt or diminish our operational ability to gather natural gas
and provide water handling services. We cannot assure you, however, that future events, such as changes in existing laws or
enforcement policies, the promulgation of new laws or regulations or the development or discovery of new facts or conditions will not
cause us to incur significant costs. Below is a discussion of the material environmental laws and regulations that relate to our
business.
Hydraulic Fracturing Activities
Hydraulic fracturing is an important and common practice that is used to stimulate production of natural gas and/or oil from
dense subsurface rock formations. The hydraulic fracturing process involves the injection of water, sand and chemicals under pressure
through a cased and cemented wellbore into targeted subsurface formations to fracture the surrounding rock and stimulate production.
Our primary customer, Antero Resources, uses the water we deliver to it for hydraulic fracturing as part of its completion operations
as does most of the U.S. onshore oil and natural gas industry. Hydraulic fracturing is typically regulated by state oil and gas
commissions and similar agencies; however, in recent years the EPA has asserted limited authority over hydraulic fracturing pursuant
to the federal Safe Drinking Water Act (“SDWA”) and has issued or sought to propose rules related to the control of air emissions,
disclosure of chemicals used in the process and the disposal of flowback and produced water resulting from the process. Some states,
including those in which we operate, have adopted and other states are considering adopting, regulations that could impose more
stringent disclosure and/or well construction requirements on hydraulic fracturing operations. For example, both West Virginia and
Ohio have adopted requirements governing well pad construction, as well as requiring oil and natural gas operators to disclose
chemical ingredients used to hydraulically fracture wells and to conduct pre-drilling baseline water quality sampling of certain water
wells near a proposed horizontal well. Local governments also may seek to adopt ordinances within their jurisdictions regulating the
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time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. Some states and municipalities
have sought to ban hydraulic fracturing altogether. In addition, Congress has from time to time considered legislation to provide for
federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing
process. We cannot predict whether any such federal, state or local legal restrictions relating to the hydraulic fracturing process will
ever be enacted in areas where our customers operate and if so, what the effects of such restrictions would be. If additional levels of
regulation and permits were required through the adoption of new laws and regulations at the federal state or local level, that could
lead to delays, increased operating costs and process prohibitions that could reduce the volumes of water and natural gas that move
through our systems, which in turn could materially adversely affect our revenues and results of operations.
Hazardous Waste
Antero Midstream and Antero Resources’ operations generate solid wastes, including small quantities of hazardous wastes,
that are subject to the federal Resource Conservation and Recovery Act (“RCRA”), and comparable state laws, which impose
requirements for the handling, storage, treatment and disposal of hazardous waste. RCRA currently exempts many oil and natural gas
gathering and field processing wastes from classification as hazardous waste. Specifically, RCRA excludes from the definition of
hazardous waste produced waters and other wastes intrinsically associated with the exploration, development or production of crude
oil and natural gas, including residual constituents derived from those exempt wastes. However, these oil and gas exploration and
production wastes may still be regulated under state solid waste laws and regulations and it is possible that certain oil and natural gas
exploration and production wastes now classified as exploration and production-exempt non-hazardous waste could be classified as
hazardous waste in the future. Stricter regulation of wastes generated during our or our customers’ operations could result in
increased costs for our operations or the operations of our customers, which could in turn reduce demand for our services, increase our
waste disposal costs and adversely affect our business.
Site Remediation
The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the Superfund
law, and comparable state laws impose liability without regard to fault or the legality of the original conduct, on certain classes of
persons responsible for the release of hazardous substances into the environment. Such classes of persons include the current and past
owners or operators of sites where a hazardous substance was released and companies that disposed or arranged for disposal of
hazardous substances at offsite locations, such as landfills. Although petroleum as well as natural gas is excluded from CERCLA’s
definition of “hazardous substance,” in the course of our ordinary operations, our operations generate wastes that may be designated as
hazardous substances. CERCLA authorizes the EPA, states, and, in some cases, third parties to take actions in response to releases or
threatened releases of hazardous substances into the environment and to seek to recover from the classes of responsible persons the
costs they incur to address the release. Under CERCLA, we could be subject to strict joint and several liabilities for the costs of
cleaning up and restoring sites where hazardous substances have been released into the environment and for damages to natural
resources.
We currently own or lease, and may have in the past owned or leased, properties that have been used for the gathering and
compression of natural gas and the gathering and transportation of oil. Although we typically used operating and disposal practices
that were standard in the industry at the time, petroleum hydrocarbons or wastes may have been disposed of or released on or under
the properties owned or leased by us or on or under other locations where such substances have been taken for disposal. Such
petroleum hydrocarbons or wastes may have migrated to property adjacent to our owned and leased sites or the disposal sites. In
addition, some of the properties may have been operated by third parties or by previous owners whose treatment and disposal or
release of petroleum hydrocarbons or wastes was not under our control. These properties and the substances disposed or released on
them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove previously
disposed wastes, including waste disposed of by prior owners or operators; remediate contaminated property, including groundwater
contamination, whether from prior owners or operators or other historic activities or spills; or perform remedial operations to prevent
future contamination. We are not currently a potentially responsible party in any federal or state Superfund site remediation and there
are no current, pending or anticipated Superfund response or remedial activities at or implicating our facilities or operations.
Water Discharges
The Federal Water Pollution Control Act, also known as the Clean Water Act (the “CWA”), and comparable state laws
impose restrictions and strict controls regarding the discharge of pollutants, including produced waters and other oil and natural gas
wastes, into waters of the United States (“WOTUS”). The discharge of pollutants into regulated waters is prohibited, except in
accordance with the terms of a permit issued by the EPA or the state. The discharge of dredge and fill material in regulated waters,
including wetlands, is also prohibited, unless authorized by a permit issued by the U.S. Army Corps of Engineers (the “Corps”).
These laws and any implementing regulations provide for administrative, civil and criminal penalties for any unauthorized discharges
of oil and other substances in reportable quantities and may impose substantial potential liability for the costs of removal, remediation
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and damages. The scope of regulated waters has been subject to substantial controversy and uncertainty, with the Corps and EPA
pursuing several rulemakings since 2015 to attempt to define the scope of WOTUS. In September 2023, the EPA issued a WOTUS
rule that is currently only implemented in 24 states due to ongoing litigation. However, in November 2025, the EPA and the Corps
proposed a rule to further update and narrow the September 2023 definition of WOTUS, guided by the Sackett v. EPA decision. To
the extent any judicial ruling, administrative rulemaking, or other action further changes the scope of the CWA’s jurisdiction in areas
where we operate, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland
areas. Separately, we rely on the Corps’ CWA Section 404 Nationwide Permit (“NWP”) 12. The NWP process relies upon the CWA
Section 401 certification process. In September 2023, the EPA published a rule finalizing its CWA Section 401 Water Quality
Certification Improvement Rule, effective November 2023, but shortly thereafter, several states challenged the rule. Litigation is
ongoing. In January 2026, the EPA published a proposed rule revising its regulations governing Water Quality Certifications. While
the full extent and impact of these actions is unclear at this time, any disruption in our ability to obtain coverage under NWP 12 or
other general permits may result in increased costs and project delays if we are forced to seek individual permits from the Corps.
However, we cannot predict what, when, or how the Trump administration may take action with respect to any of these regulations.
As a result, there is significant uncertainty with respect to wetlands regulations under the CWA at this time.
Pursuant to these laws and regulations, we may be required to obtain and maintain approvals or permits for the discharge of
wastewater or storm water and are required to develop and implement spill prevention, control and countermeasure plans, also referred
to as “SPCC plans,” in connection with on-site storage of significant quantities of oil. These laws and regulations provide for
administrative, civil and criminal penalties for any discharges not authorized by the permit and may impose substantial potential
liability for the costs of removal, remediation and damages.
Occupational Safety and Health Act
We are also subject to the requirements of the federal Occupational Safety and Health Act, as amended (“OSHA”), and
comparable state laws that regulate the protection of the health and safety of employees. In addition, OSHA’s hazard communication
standard, the Emergency Planning and Community Right to Know Act and implementing regulations and similar state statutes and
regulations require that information be maintained about hazardous materials used or produced in our operations and that this
information be provided to employees, state and local government authorities and citizens.
Endangered Species
The federal Endangered Species Act (“ESA”), provides for the protection of endangered and threatened species. Pursuant to
the ESA, if a species is listed as threatened or endangered, restrictions may be imposed on activities adversely affecting that species’
habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. We conduct operations and have
pipeline construction and maintenance projects in areas where certain species that are listed as threatened or endangered are known to
exist and where other species that potentially could be listed as threatened or endangered under the ESA may exist. The U.S. Fish and
Wildlife Service (the “USFWS”), may designate critical habitat and suitable habitat areas that it believes are necessary for survival of
a threatened or endangered species. A critical habitat or suitable habitat designation could result in further material restrictions to
federal land use and may materially delay or prohibit access to protected areas for natural gas and oil development. Moreover, as a
result of a settlement, the USFWS was required to make a determination as to whether more than 250 species classified as endangered
or threatened should be listed under the ESA by the completion of the agency’s 2017 fiscal year. For example, in April 2015, the
USFWS listed the northern long-eared bat, whose habitat includes the areas in which we operate, as a threatened species under the
ESA; however, following a 2020 court order to reconsider this decision the USFWS redesignated this species as endangered in
November 2022, which became effective March 1, 2023. The designation of previously unprotected species as threatened or
endangered, or redesignation of a threatened species as endangered, in areas where we conduct operations could cause us to incur
increased costs arising from species protection measures or could result in limitations on our pipeline construction activities or the
exploration and production activities of Antero Resources, any of which could have an adverse impact on our results of operations.
Air Emissions
The federal Clean Air Act (“CAA”), and comparable state laws, regulate emissions of air pollutants from various industrial
sources, including natural gas processing plants and compressor stations, and also impose various emission limits, operational limits
and monitoring, reporting and recordkeeping requirements on air emission sources. Failure to comply with these requirements could
result in monetary penalties, injunctions, conditions or restrictions on operations and potentially criminal enforcement actions. These
laws are frequently subject to change. In 2020, the Trump administration maintained the National Ambient Air Quality Standard
(“NAAQS”) for ozone at 70 parts per billion for both the eight-hour primary and secondary standards. We cannot predict what further
actions, if any, and on what timeline, the Trump administration may take with respect to these regulations. Several EPA new source
performance standards (“NSPS”), and national emission standards for hazardous air pollutants (“NESHAP”), also apply to our
facilities and operations. These NSPS and NESHAP standards impose emission limits and operational limits as well as detailed
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testing, recordkeeping and reporting requirements on the “affected facilities” covered by these regulations. Several of our facilities are
“major” facilities requiring Title V operating permits which impose semi-annual reporting requirements. However, the EPA has
recently announced plans to reconsider many of these rules under the Trump administration’s deregulatory agenda and has, in the
meantime, extended various compliance deadlines.
Regulation of “Greenhouse Gas” Emissions
The EPA under previous presidential administrations has adopted regulations under existing provisions of the CAA that,
among other things, establish Prevention of Significant Deterioration (“PSD”), pre-construction permits, and Title V operating permits
for GHG emissions from certain large stationary sources that are already potential major sources of criteria pollutant emissions
regulated under the statute. Under these regulations, facilities required to obtain PSD permits must meet “best available control
technology” standards for their GHG emissions established by the states or, in some cases, by the EPA, for those emissions. The EPA
has also adopted rules requiring the monitoring and reporting of GHG emissions from specified sources in the United States,
including, among others, certain onshore oil and natural gas processing and fractionating facilities. Although the EPA has proposed to
delay GHG reporting for the oil and gas sector until 2034, and to otherwise repeal GHG reporting requirements for other sectors, we
cannot predict whether these efforts will ultimately be successful or that GHG reporting will not be required again in the future.
Existing climate change-related regulation has already become a focus of the Trump administration. President Trump has signed
several Executive Orders rescinding many of the previous administration’s Executive Orders and associated climate-related initiatives.
President Trump’s directives included, amongst others, directing the EPA to reconsider its 2009 endangerment findings relating to
GHGs, which provides regulatory justification for federal GHG permitting and methane emission control requirements, and directing
the EPA to reconsider its use of Social Cost of GHG estimates in federal permitting decisions. To that end, in March 2025, the EPA
announced formal reconsideration of both the Social Cost of GHG estimates and the 2009 endangerment finding and, in July 2025,
released a proposal to rescind the latter. We cannot predict the ultimate impact of these actions or any similar future changes on our
business or results of operations.
The federal regulation of methane from oil and gas facilities has been subject to substantial uncertainty in recent years. In
December 2023, the EPA finalized more stringent methane rules for new, modified, and reconstructed facilities, known as OOOOb, as
well as standards for existing sources for the first time ever, known as OOOOc. However, in March 2025, the EPA announced plans
to reconsider OOOOb and OOOOc, in line with the Trump administration’s deregulatory agenda. Additionally, in November 2025,
the EPA finalized an interim rule extending the compliance deadlines for certain provisions provided in OOOOb and OOOOc.
Litigation challenging the EPA’s final interim rule extending such compliance deadlines for new and existing oil and gas source
remains pending.
In August 2022, the IRA 2022 was signed into law, which appropriated significant federal funding for renewable energy
initiatives and imposed a federal fee on excess methane emissions from certain oil and gas facilities. On November 12, 2024, the EPA
finalized a rule requiring oil and gas facilities that emit more than 25,000 metric tons of CO2 per year to pay a set fee per metric ton of
methane emissions that exceed statutory thresholds. However, in February 2025, Congress repealed the rule under the Congressional
Review Act. Additionally, under the One Big Beautiful Bill Act (the “OBBB”), Congress delayed the implementation of the methane
emissions fee until 2034. Compliance with the methane emissions fee and other air pollution control and permitting requirements
could increase our operating costs and accelerate the transition away from oil and natural gas, which could in turn adversely affect our
business and results of operations, as well as those of our customers. Moreover, failure to comply with these CAA requirements can
result in the imposition of substantial fines and penalties as well as costly injunctive relief. Given that the long-term trend toward
increasing regulation, future federal GHG regulations of the oil and gas industry remain a possibility, and several states have
separately imposed their own regulations on methane emissions from oil and gas production activities. To the extent not timely
repealed or modified by the Trump administration, these rules could impose new compliance costs and permitting burdens on natural
gas operations. We cannot predict when or whether the administration may take further actions, or the resulting impact on our
business operations.
Since 2017, we have published an annual ESG report, which highlights our most significant environmental program
improvements and initiatives. As highlighted in this report, our methane leak loss rate in 2024 was 0.033%, which was calculated in
accordance with OneFuture, a voluntary industry partnership focused on reducing methane emissions from the natural gas sector, well
below the OneFuture voluntary industry target of 1%.
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During 2025, our GHG/methane emission reduction efforts included the following activities:
• Conducted quarterly facility LDAR inspections on all of our compressor stations.
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Installed pigging blowdown capture systems at one compressor station and one pipeline interchange.
• Continued implementation of a double-pig capture process that reduces the frequency of pig receiver blowdowns,
which has the effect of reducing emissions and improving labor efficiency.
• Continued deployment of a technology that was successfully field pilot tested with a major engine manufacturer to
reduce total carbon emissions while increasing the efficiency of the engine by adding additional horsepower.
• Continued to shepherd patent pending technology that passed proof of concept examination for hydraulic emission
displacement designed to eliminate GHG emissions from pipeline maintenance activities.
• Utilized our ESG Advisory Council together with our GHG/Methane Reduction Team to manage the identification,
evaluation, monitoring, mitigation and adaptation, as applicable, of risks and opportunities related to the
environment.
• Maintained our marginal abatement cost curve (“MACC”) to effectively and systematically model emission
reduction projects across our operations. Our MACC process is instrumental in evaluating the capital improvements
required to achieve our emissions goals.
We continue to assess various opportunities for emission reductions. However, we cannot guarantee that we will be able to
implement any of the opportunities that we may review or explore. For any such opportunities that we do choose to implement, we
cannot guarantee that we will be able to implement them within a specific timeframe or across all operational assets, or their ultimate
effectiveness. We did not have any material capital or other non-recurring expenditures in complying with environmental laws or
environmental remediation matters in 2025. However, we cannot guarantee that we will not incur material costs related to compliance
with or liability under environmental laws and regulations in the future. For risks and uncertainties related to sustainability matters,
see “Item 1A. Risk Factors—Business Operations—Sustainability matters and conservation measures may adversely impact our
business.”
Increasingly, oil and natural gas companies are exposed to litigation risks related to climate risks. While we are not currently
party to any such litigation, we could be named in future actions making similar claims of liability and depending on the nature of the
claims asserted and other factors, such liability could be imposed without regard to the company’s causation of or contribution to the
asserted damage, or to other mitigating factors. Additionally, demand for hydrocarbons, and therefore our products and services, may
be reduced by actions taken at the federal, state or local levels to restrict, ban or limit products that rely on oil and natural gas.
Additionally, our access to capital may be impacted by climate risk policies. Financial institutions may adopt policies that
have the effect of reducing the funding provided to the oil and natural gas industry, although this trend has generally been decreasing.
To the extent implemented or pursued, such policies and commitments could lead to some lenders restricting access to capital for or
divesting from certain industries or companies, including the oil and natural gas sector, or requiring that borrowers take additional
steps to reduce their GHG emissions. While we cannot predict how or to what extent sustainable lending and investment practices
may impact our operations, a material reduction in the capital available to the oil and natural gas industry could make it more difficult
to secure funding for exploration, development, production, transportation and processing activities, which could result in decreased
demand for our midstream services.
In addition, some states have adopted or are considering adopting laws requiring the disclosure of climate-related risks.
Lawsuits have been filed challenging the implementation of these laws, but we cannot predict the outcome of these suits at this time.
Compliance with these laws, to the extent implemented and applicable to us, may result in additional costs related to disclosure
requirements as well as increased costs of and restrictions on access to capital. Separately, enhanced climate-related disclosure
requirements could lead to reputational or other harm, and could also increase our litigation risks relating to statements alleged to have
been made by us or others in our industry regarding climate risks, or in connection with any future disclosures we may make regarding
reported emissions, particularly given the inherent uncertainties and estimations with respect to calculating and reporting GHG
emissions.
Moreover, climate risks may also result in various physical risks such as the increased frequency or intensity of extreme
weather events or changes in meteorological and hydrological patterns that could adversely impact our financial condition and
operations, as well as those of our suppliers or customers. Such physical risks may result in damage to our facilities or otherwise
adversely impact our operations, such as if we become subject to water use curtailments in response to drought, or demand for our
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services, such as to the extent warmer winters reduce the demand for energy for heating purposes. Such physical risks may also
impact the infrastructure on which we rely to provide our services. One or more of these developments could have a material adverse
effect on our business, financial condition and operations.
Legal Proceedings
Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any
given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. See “Item 3. Legal
Proceedings.”
We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our
insurance advisors and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be
adequate to protect us from all material expenses related to potential future claims for personal and property damage or that these
levels of insurance will be available in the future at economical prices.
Human Capital
We believe that our employees and contractors are significant contributors to our past and future success, which depends on
our ability to attract, retain and motivate qualified personnel. The skills, experience and industry knowledge of key employees
significantly benefit our operations and performance.
All of our executive officers and other personnel who provide corporate, general and administrative services to our business
are, when providing services to us, concurrently employed by Antero Resources and us pursuant to the terms of a services agreement.
In addition, our operational personnel are seconded to us by Antero Resources pursuant to the terms of a secondment agreement and
individuals are concurrently employed by Antero Resources and us during such secondment. As of December 31, 2025, 632 people
were concurrently employed by us and Antero Resources pursuant to these arrangements. We and Antero Resources consider our
relations with these employees to be generally good.
Total Rewards
We have demonstrated a history of investing in our workforce by offering competitive salaries, fair living wages and
comprehensive benefits. To foster a stronger sense of ownership and align the interests of our personnel with shareholders, we provide
long-term incentive programs that include restricted stock units, performance share units and cash awards. Additionally, we offer short-
term cash incentive programs, which are discretionary and are based on individual and company performance factors, among others.
Furthermore, we offer comprehensive benefits to our full-time employees working 30 hours or more per week. To be an employer of
choice and maintain the strength of our workforce, we consistently assess the current business environment and labor market to refine
our compensation and benefits programs and other resources available to our personnel. Among other benefits, these include:
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comprehensive health insurance, including vision and dental; we have not increased employee premiums in over 18 years;
employee Health Savings Accounts, including contributions to these accounts by us;
401(k) retirement savings plan with discretionary contribution matching opportunities;
competitive paid time off and sick leave programs;
paid parental leave;
student loan repayment matching opportunities; and
• wellness support benefits including an employee assistance program, short-term and long-term disability coverage and
gym membership and/or fitness subscription reimbursement, among others.
Role Based Support
We support our employees’ professional development. To help our personnel succeed in their roles, we emphasize
continuous formal and informal training, developmental and educational opportunities. We also assist employees with the cost of such
educational pursuits through our student loan repayment matching program. Additionally, we have a robust performance evaluation
program, which includes tools to facilitate goals and career progression.
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Workforce Health and Safety
The safety of our employees is a core tenet of our values, and our safety goal is zero incidents and zero injuries. A strong
safety culture reduces risk, enhances productivity and builds a strong reputation in the communities in which we operate. We have
earned a reputation as a safe and an environmentally responsible operator through continuous improvement in our safety performance.
This makes us more attractive to current and new employees.
We invest in safety training and coaching, promote risk assessments and encourage visible safety leadership. Employees are
empowered and expected to stop or refuse to perform a job if it is not safe or cannot be performed safely. We sponsor emergency
preparedness programs, conduct regular audits to assess our performance and celebrate our successes through the annual contractor
safety conference where we acknowledge employees and contractors alike who have exhibited strong safety leadership during the
course of the year. These many efforts combine to create a culture of safety throughout the company and provide a positive influence
on our contractor community.
Equal Employment Opportunity and Workplace Culture
We are committed to building a culture where equal employment opportunity and a strong workplace culture are core
philosophies across our operations. We prohibit all forms of unlawful discrimination and are committed to making opportunities for
development and progress available to all employees so their talents can be fully developed to maximize our and their success. We
believe that creating an environment that cultivates a sense of belonging requires encouraging employees to continue to educate
themselves about each other’s experiences, and we strive to promote the respect and dignity of all persons. We also believe it is
important that we foster education, communication and understanding about diverse backgrounds and perspectives as well as
belonging. Finally, in line with these beliefs and our commitment to equal employment opportunity, we expect recruiters operating on
our behalf to provide us with a diverse pool of candidates.
Address, Internet Website and Availability of Public Filings
Our principal executive offices are at 1615 Wynkoop Street, Denver, Colorado 80202. Our telephone number is (303) 357-
7310. Our website is located at www.anteromidstream.com.
We file or furnish our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-
K and amendments to such reports and other documents with the SEC under the Exchange Act. The SEC also maintains an internet
website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, including us,
that file electronically with the SEC.
We also make available free of charge our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current
Reports on Form 8-K and amendments to such reports as soon as reasonably practicable after we file such material with, or furnish it
to, the SEC. These documents are located www.anteromidstream.com under the “Investors” link.
Information on our website is not incorporated into this Annual Report on Form 10-K or our other filings with the SEC and is
not a part of them.
ITEM 1A. RISK FACTORS
We are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks described in this
Annual Report on Form 10-K could materially and adversely affect our business, financial condition, cash flows and results of
operations. We may experience additional risks and uncertainties not currently known to us. Furthermore, as a result of developments
occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business,
financial condition, cash flows and results of operations.
Customer Concentration
Because substantially all of our revenue is currently derived from Antero Resources, any development that materially and
adversely affects Antero Resources’ operations, financial condition or market reputation could have a material and adverse
impact on us.
Antero Resources is our most significant customer and has accounted for substantially all of our revenue since inception, and
we expect to derive most of our revenues from Antero Resources in the near term. As a result, any event, whether in our area of
operations or otherwise, that adversely affects Antero Resources’ production, drilling and completion schedule, financial condition,
leverage, market reputation, liquidity, results of operations or cash flows may adversely affect our business and results of operations.
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Accordingly, we are indirectly subject to the business risks of Antero Resources, including, among others:
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a reduction in or slowing of Antero Resources’ development program, which would directly and adversely impact
demand for our gathering and compression services and our water handling services;
the volatility of natural gas, NGLs and oil prices, which could have a negative effect on the value of Antero Resources’
properties, its development program and its ability to finance its operations;
the availability of capital on an economic basis to fund Antero Resources’ exploration and development activities and to
service and/or refinance its debt, as well as to fund its capital expenditure programs;
• Antero Resources’ ability to replace its oil and gas reserves;
• Antero Resources’ drilling and operating risks, including potential environmental liabilities;
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transportation and processing capacity constraints and interruptions; and
adverse effects of governmental and environmental regulation.
Further, we are subject to the risk of non-payment or non-performance by Antero Resources, including with respect to our
gathering and compression and water handling services agreements. We cannot predict the extent to which Antero Resources’
business would be impacted if conditions in the energy industry deteriorate, nor can we estimate the impact such conditions would
have on Antero Resources’ ability to execute its drilling and development program or perform under our gathering and compression
and water handling services agreements. Low commodity price environments can negatively impact natural gas producers and cause
the industry significant economic stress, including, in certain cases, to file for bankruptcy protection or to renegotiate contracts. To
the extent that any customer, including Antero Resources, is in financial distress or commences bankruptcy proceedings, contracts
with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code.
Any material non-payment or non-performance by Antero Resources could adversely affect our business and operating results.
Also, due to our relationship with Antero Resources, our ability to access the capital markets, or the pricing or other terms of
any capital markets transactions, may be adversely affected by any impairment to Antero Resources’ financial condition or adverse
changes in its credit ratings.
Any material limitation of our ability to access capital could limit our ability to obtain future financing under favorable terms,
or at all, or could result in increased financing costs in the future. Similarly, material adverse changes at Antero Resources could
negatively impact our share price, limiting our ability to raise capital through equity issuances or debt financing, or could negatively
affect our ability to engage in, expand or pursue our business activities and prevent us from engaging in certain transactions that might
otherwise be considered beneficial to us.
See Item 1A, “Risk Factors” in Antero Resources’ Annual Report on Form 10-K for the year ended December 31, 2025
(which is not, and shall not be deemed to be, incorporated by reference herein) for a full disclosure of the risks associated with Antero
Resources’ business.
Because of the natural decline in production from existing wells, our success depends, in part, on Antero Resources’ ability to
replace declining production and our ability to secure new sources of natural gas from Antero Resources or third parties.
Additionally, our water handling services are directly associated with Antero Resources’ well completion activities and water
needs, which are largely driven by the amount of water used in completing each well. Finally, under certain circumstances,
Antero Resources may dispose of acreage dedicated to us free from such dedication without our consent. Any decrease in
volumes of natural gas that Antero Resources produces, any decrease in the number of wells that Antero Resources completes,
or any decrease in the number of acres that are dedicated to us could adversely affect our business and operating results.
The natural gas volumes that support our gathering business depend on the level of production from wells connected to our
systems, which may be less than expected and will naturally decline over time. To the extent Antero Resources reduces its
development activity or otherwise ceases to drill and complete new wells, revenues for our gathering and compression and water
handling services will be directly and adversely affected. Our ability to maintain water handling services revenues is substantially
dependent on continued completion activity by Antero Resources or third parties over time, as well as the volumes of water used in
and produced from such activity. In addition, natural gas volumes from completed wells will naturally decline and our cash flows
associated with these wells will also decline over time. To maintain or increase throughput levels on our gathering systems, we must
obtain new sources of natural gas from Antero Resources or third parties. The primary factors affecting our ability to obtain additional
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sources of natural gas include (i) the success of Antero Resources’ drilling activity in our areas of operation, (ii) Antero Resources’
ability to replace declining production, (iii) Antero Resources’ acquisition of additional acreage, including acquisitions that offset any
dispositions by Antero Resources and (iv) our ability to obtain dedications of acreage from third parties. Demand for our fresh water
delivery services, which make up a substantial portion of our water handling services revenues, is dependent on water used in Antero
Resources’ completion activities. To the extent that Antero Resources or other fresh water delivery customers reduce the number of
completion stages per well or use less water in their completions, the demand for our fresh water delivery services would be reduced.
We have no control over Antero Resources’ or other producers’ levels of development and completion activity in our areas of
operation, the amount of oil and gas reserves associated with wells connected to our systems or the rate at which production from a
well declines. In addition, our water handling business is dependent upon active development in our areas of operation. To maintain
or increase throughput levels on our water handling systems, we must service new wells. We have no control over Antero Resources
or other producers or their development plan decisions, which are affected by, among other things:
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the availability and cost of capital;
prevailing and projected natural gas, NGLs and oil prices;
demand for natural gas, NGLs and oil;
quantities of reserves;
geologic considerations;
environmental or other governmental regulations, including the availability of drilling permits and the regulation of
hydraulic fracturing; and
the costs of producing the gas and the availability and costs of drilling rigs and other equipment.
The first of month prices for NYMEX Henry Hub natural gas ranged from a high of $4.42 per MMBtu to a low of $2.84 per
MMBtu in 2025, and the calendar month average prices for NYMEX West Texas Intermediate crude oil ranged from a high of $75.10
per barrel to a low of $57.87 per barrel during the same period. Natural gas prices were substantially higher in 2025 than they were in
2024, while oil prices decreased substantially in 2025 as compared to 2024. The markets for these commodities have historically been
volatile, and these markets will likely continue to be volatile in the future. In addition, the market price for natural gas in the
Appalachian Basin continues to be lower relative to NYMEX Henry Hub as a result of the significant increases in the supply of
natural gas in the Appalachian region in recent years. Because Antero Resources’ production and reserves predominantly consist of
natural gas and NGLs (61% and 38% of equivalent proved reserves, respectively), changes in natural gas and NGLs prices have a
significantly greater impact on Antero Resources’ financial results than oil prices. NGLs are made up of ethane, propane, isobutane,
normal butane and natural gasoline, all of which have different uses and different pricing characteristics, which adds further volatility
to the pricing of NGLs. Due to the volatility of commodity prices, we are unable to predict future potential movements in the market
prices for natural gas, oil and NGLs at Antero Resources’ ultimate sales points and, thus, cannot predict the ultimate impact of prices
on our operations.
The industry shift towards maintenance capital development programs compelled most natural gas and oil producers,
including Antero Resources, to reduce the level of exploration, drilling and production activity and capital budgets compared to prior
years. This shift had a significant effect on our capital resources, liquidity and expected operating results. Natural gas and oil prices
directly affect Antero Resources’ production. If prices decrease from current levels, our revenues, cash flows and results of operations
could continue to be adversely affected. Sustained reductions in development or production activity in our areas of operation could
lead to reduced utilization of our services and cash flows.
Due to these and other factors, even if reserves are known to exist in areas served by our assets, producers have chosen and
may choose in the future, not to develop those reserves. Reductions in development activity, including Antero Resources’ reduction in
lateral lengths or use of water in its completions, could result in our inability to maintain the current levels of throughput on our
systems or reduce the demand for our water handling services on a per well basis, which could in turn reduce our revenue and cash
flows and adversely affect our ability to return capital to our stockholders through dividends and/or repurchases of shares of our
common stock.
Finally, the 2019 gathering and compression agreement, Marcellus gathering and compression agreement, water services
agreement and right-of-first-offer agreement between us and Antero Resources permits Antero Resources to sell, transfer, convey,
assign, grant or otherwise dispose of dedicated properties free of the dedication under such agreements, provided that the number of
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net acres of dedicated properties so disposed of, when added to the number of net acres of dedicated properties previously disposed of
free of the dedication since the respective effective dates of the agreements, does not exceed the aggregate number of net acres of
dedicated properties acquired by Antero Resources since such effective dates. Accordingly, under certain circumstances, Antero
Resources may dispose of a significant number of net acres of dedicated properties free from dedication without our consent, and we
have no control over the timing or extent of such dispositions. Any such dispositions could adversely affect our business and
operating results. Even if the disposed property remains dedicated to us, the goals and intention of the acquiror with respect to such
property may differ significantly from those of Antero Resources. For example, a subsequent owner of a property could choose to
invest less capital in the development of such property or to otherwise drill fewer wells than Antero Resources. There can be no
assurance that a subsequent owner of dedicated properties would choose to, or be able to, grow or maintain current rates of production
from the properties, which could adversely impact us.
Business Operations
A material shut-in of production by Antero Resources or any of our other customers could adversely affect our business.
The marketing of the natural gas, NGLs and oil of our producer customers is substantially dependent upon the existence of
adequate markets for their products. Imbalances between the supply of and demand for these products could cause extreme market
volatility and a substantial adverse effect on commodity prices. For example, in response to the coronavirus pandemic, governments
tried to slow the spread of the virus by imposing social distancing guidelines, travel restrictions and stay-at-home orders, which caused
a significant decrease in the demand for oil, natural gas and NGLs. Also, a supply and demand imbalance for oil, natural gas and
NGLs in the future could result in storage capacity constraints. During times of supply and demand imbalance, if Antero Resources or
any of our other customers are unable to sell their production or enter into additional storage arrangements on commercially
reasonable terms or at all, they may be forced to temporarily shut-in a portion of their production or delay or discontinue drilling and
completion plans and commercial production. Although Antero Resources has not been required to temporarily shut-in a portion of its
production due to storage capacity constraints, it may do so in the future. Production curtailments or shut-ins by our producer
customers will reduce volumes flowing through our gathering and processing system. In addition, if our customers delay or
discontinue drilling or completion activities, it will reduce the volumes of water that we handle. A material reduction in volumes on
our systems could adversely affect our business, revenue and cash flows and could adversely affect our ability to return capital to our
stockholders through dividends and/or repurchases of shares of AM common stock.
Our gathering and compression agreements include minimum volume commitments only under certain circumstances.
Our gathering and compression agreements include minimum volume commitments only on new high pressure pipelines
and/or compressor stations, as applicable, constructed at Antero Resources’ request. There are no minimum volume commitments on
the low pressure pipelines or fresh water delivery pipelines. Any decrease in the current levels of throughput on our gathering,
compression and fresh water delivery systems could reduce our revenue and cash flows.
Our construction or purchase of new gathering and compression, processing, water handling or other assets may not be
completed on schedule, at the budgeted cost or at all, may not operate as designed or at the expected levels, may not result in
revenue increases and may be subject to regulatory, environmental, political, legal and economic risks, all of which could
adversely affect our financial condition, cash flows and results of operations.
The construction of additions or modifications to our existing systems and the construction or purchase of new assets
involves numerous regulatory, environmental, political and legal uncertainties beyond our control and may require the expenditure of
significant amounts of capital. Financing may not be available on economically acceptable terms or at all. If we undertake these
projects, we may not be able to complete them on schedule, at the budgeted cost or at all, or they may not operate as designed or at the
expected levels. Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project. In
addition, we may construct facilities to capture anticipated future production growth in an area in which such growth does not
materialize. As a result, new gathering and compression, water handling or other assets may not be able to attract enough throughput
to achieve our expected investment return, which could adversely affect our financial condition and results of operations.
Furthermore, adding to our existing assets may require us to obtain new rights-of-way prior to constructing new pipelines or facilities.
We may be unable to timely obtain such rights-of-way to connect new natural gas supplies to our existing gathering pipelines or
capitalize on other attractive expansion opportunities. Additionally, it may become more expensive for us to obtain new rights-of-way
or to expand or renew existing rights-of-way. If the cost of renewing or obtaining new rights-of-way increases, our cash flows could
be adversely affected.
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Recent action and the possibility of future action on trade by U.S. and foreign governments has increased the costs of certain
equipment and materials used in the construction of our assets and has created uncertainty in global markets, which may
adversely affect our income from operations and cash flows.
The construction of gathering pipelines, compressor stations, processing and fractionation facilities and water handling assets
is subject to construction cost overruns due to costs and availability of equipment and materials such as steel. If third-party providers
of steel products essential to our capital improvements and additions are unable to obtain raw materials, including steel, at historical
prices, they may raise the price we pay for such products.
Price increases for materials used in the construction of our assets, including as a result of tariffs, supply chain disruptions, or
inflation of prices for commodities, materials, products and shipping, may result in increased costs associated with the continued
build-out of our assets, as well as projects under development. Because we generate substantially all of our revenue under agreements
with Antero Resources that provide for fixed fee structures, we will generally be unable to pass these cost increases along to our
customers, and our income from operations and cash flows may be adversely affected.
If third-party pipelines or other midstream facilities interconnected to our gathering and compression systems become
partially or fully unavailable, our operating margin and cash flows could be adversely affected.
Our gathering and compression assets connect to other pipelines or facilities owned and operated by unaffiliated third parties.
The continuing operation of third-party pipelines, compressor stations and other midstream facilities is not within our control. These
pipelines, plants and other midstream facilities may become unavailable because of testing, turnarounds, line repair, maintenance,
reduced operating pressure, lack of operating capacity, regulatory requirements and curtailments of receipt or deliveries due to
insufficient capacity or because of damage from severe weather conditions or other operational issues. If any such increase in costs
occurs or if any of these pipelines or other midstream facilities become unable to receive or transport natural gas, our operating margin
and cash flows could be adversely affected.
Our exposure to commodity price risk may change over time.
We currently generate all of our revenues pursuant to fee-based contracts under which we are paid based on the volumes of
natural gas that we gather, process and compress and water that we handle and treat, rather than the underlying value of the
commodity. Consequently, our existing operations and cash flows have little direct exposure to commodity price risk. Although we
intend to enter into similar fee-based contracts with new customers in the future, our efforts to negotiate such contractual terms may
not be successful. In addition, we may acquire or develop additional midstream assets in a manner that increases our exposure to
commodity price risk. Future exposure to the volatility of natural gas, NGLs and oil prices, especially in light of the recent declines,
could have a material adverse effect on our business, financial condition and results of operations.
The fees charged to our customers may not escalate sufficiently to cover increases in costs, or the agreements may be amended
with less favorable terms, may not be renewed or may be suspended in some circumstances.
As the rate of inflation has increased in the U.S., the cost of the goods and services and labor we use in our operations has
also increased, increasing our operating costs. Our costs may increase at a rate greater than the fees we charge to our customers.
Furthermore, Antero Resources and our other customers may not renew their contracts with us, or may from time to time seek to
renegotiate with us the amount and/or the structure of fees we charge. Additionally, some of our customers’ obligations under their
agreements with us may be permanently or temporarily reduced due to certain events, some of which are beyond our control,
including force majeure events wherein the supply of natural gas, NGLs, crude oil or refined products are curtailed or cut-off due to
events beyond our control, and in some cases, certain of those agreements may be terminated in their entirety if the duration of such
events exceeds a specified period of time. If the escalation of fees is insufficient to cover increased costs, our customers do not renew
or extend their contracts with us, or our customers suspend or terminate their contracts with us, our financial results would suffer.
Oil and natural gas producers’ operations, especially those using hydraulic fracturing, are substantially dependent on the
availability of water.
Our business includes fresh water delivery for use in our customers’ natural gas, NGLs and oil exploration and production
activities. Water is an essential component of natural gas, NGLs and oil production during the drilling, and in particular, the hydraulic
fracturing process. We derive a significant portion of our revenues from providing fresh water to Antero Resources. Antero
Resources implemented efficiency improvements and water initiatives during 2020, which reduced the amount of fresh water needed
to complete their operations. Furthermore, the availability of water supply for our operations may be limited due to, among other
things, prolonged drought or state and local governmental authorities restricting the use of water for hydraulic fracturing. The
availability of water may also change over time in ways that we cannot control, including as a result of climate related effects such as
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shifting meteorological and hydrological patterns. Any decrease in the demand for water handling services, or the water supply we
need to provide such services, would adversely affect our business and results of operations.
Sustainability matters and conservation measures may adversely impact our business.
Stakeholder attention to climate risks, societal expectations on companies related to climate risks, investor, regulatory, and
societal expectations regarding voluntary and mandatory sustainability disclosures, and consumer demand for alternative forms of
energy, may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation and
negative impacts on our stock price and access to capital markets. Any increased attention to climate risks and environmental
conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and
private litigation against us or our customers, including Antero Resources and, depending on the nature of the claims asserted and
other factors, such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other
mitigating factors. While we may participate in various voluntary frameworks and certification programs to improve the ESG profile
of our operations, we cannot guarantee that such participation or certification will have the intended results on our ESG profile.
Moreover, while we create and publish voluntary disclosures regarding sustainability matters from time to time, many of the
statements in those voluntary disclosures are based on expectations and assumptions or hypothetical scenarios that may or may not be
representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
Mandatory sustainability-related disclosure is also evolving as an area where we may be, or may become, subject to required
disclosures in certain jurisdictions, depending on our purported nexus to such jurisdictions and any such mandatory disclosures may
similarly necessitate the use of hypothetical, projected or estimated data, some of which is not controlled by us and is inherently
subject to imprecision. Disclosures reliant upon such expectations and assumptions or hypothetical scenarios are necessarily uncertain
and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established approach to
identifying, measuring and reporting on many sustainability matters. In addition, while we may announce various voluntary
sustainability targets, including certain GHG emissions goals, such targets are aspirational. We may not be able to meet such targets
in the manner or on such a timeline as initially contemplated, including, but not limited to as a result of unforeseen costs or technical
difficulties associated with achieving such results. To the extent we do meet such targets, it may be achieved through various
contractual arrangements, including the purchase of various credits or offsets that may be deemed to mitigate our sustainability impact
instead of actual changes in our sustainability performance. However, given uncertainties related to the use of emerging technologies,
the state of markets for and the availability of verified carbon offsets, we cannot predict whether or not we will be able to timely meet
these goals, if at all. A failure or a perception of failure (whether or not valid) to pursue or implement or adequately make progress
toward such sustainability strategies or achieve such sustainability goals or commitments could result in private litigation and damage
to our reputation. In addition, while we may seek to purchase carbon offsets verified by reputable third parties, we cannot guarantee
that any carbon offsets we purchase will achieve the GHG emission reductions represented, and we could face increased costs to
purchase additional carbon offsets to cover any gap or loss, particularly if carbon offset markets face capacity constraints as a result of
increased demand or heightened scrutiny of their methodologies. Moreover, certain stakeholders may object to the use of offsets
generally or with respect to specific transactions we engage in as to any carbon reduction benefits we may claim resulting from such
offsets. Furthermore, certain jurisdictions, including California, have instituted new laws that require disclosures related to voluntary
carbon offsets and similar constructs. Disclosures under these regimes are novel and it is uncertain whether any disclosures we may
make in connection therewith will satisfy the laws and may lead to uncertain consequences, such as private parties criticizing such
projects, whether via litigation or otherwise. While we may participate in various voluntary frameworks and certification programs to
improve the sustainability profile or transparency of our operations, we cannot guarantee that such participation or certification will
have the intended results on our sustainability profile. Also, despite these aspirational goals, we may receive pressure from investors,
lenders or other groups to adopt more aggressive climate or other sustainability-related goals, but we cannot guarantee that we will be
able to implement such goals in whole or in part because of potential costs or technical or operational obstacles.
Furthermore, our reputation, as well as our stakeholder relationships, could be adversely impacted as a result of, among other
things, any failure to meet our sustainability plans or goals or stakeholder perceptions of certain statements made by us, others in our
industry, our employees and executives, agents, or other third parties or public pressure from investors or policy groups to change our
policies. Such statements with respect to sustainability matters are becoming increasingly subject to heightened scrutiny from public
and governmental authorities, as well as other parties, related to the risk of potential “greenwashing,” i.e., misleading information or
false claims overstating potential sustainability benefits. Additionally, certain employment practices and social initiatives are the
subject of scrutiny by both those calling of the continued advancement of such policies, as well as those who believe they should be
curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to
evolve. We cannot be certain of the impact of such regulatory, legal and other developments on our business. More recent political
developments could mean that we face increasing criticism or litigation risks from certain “anti-ESG” parties, including various
governmental agencies. Such sentiment may focus on our environmental commitments or our pursuit of certain employment practices
or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing
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priorities of, or interpretations by, federal agencies or state governments. Consideration of sustainability and social-related factors in
our decision making could be subject to increasing scrutiny and objection from such anti-ESG parties. As a result, we may face
increased litigation risks from private parties and governmental authorities related to our sustainability efforts. Moreover, any alleged
claims of greenwashing against us or others in our industry may lead to negative sentiment towards our company or industry. To the
extent that the Company is unable to respond timely and appropriately to any negative publicity, our reputation could be harmed.
Damage to our overall reputation could have a negative impact on our financial results and require additional resources for the
Company to rebuild its reputation.
In addition, organizations that provide information to investors on corporate governance and related matters have developed
ratings and proxy voting recommendations processes for evaluating companies on their approach to sustainability matters. Such
ratings, proxy advisory services, and reports may be used by some investors to inform their investment and voting decisions. While
such ratings do not impact all investors’ investments or voting decisions, unfavorable sustainability ratings and recent activism
directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment
toward us, Antero Resources and our industry and to the diversion of investment to other industries, which could have a negative
impact on our stock price and our access to and costs of capital. Also, certain institutional lenders may decide not to provide funding
for oil and natural gas companies or the corresponding infrastructure projects based on climate related concerns, which could affect
our access to capital for potential growth projects. Moreover, to the extent sustainability matters negatively impact our reputation, we
may not be able to compete as effectively or recruit or retain employees, which may adversely affect our operations. Such
sustainability matters may also impact Antero Resources and our customers, which may adversely impact our business, financial
condition or results of operations.
Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. The
occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a material
adverse effect on our business, financial condition and results of operations.
Our operations are subject to all of the hazards associated with the processing, gathering and compression of natural gas,
NGLs and oil and water handling services, including:
•
•
•
•
•
•
•
unintended breach of impoundment and downstream flooding, release of invasive species or aquatic pathogens,
hazardous spills near intake points, trucking collision, vandalism, excessive road damage or bridge collapse and
unauthorized access or use of automation controls;
damage to pipelines, compressor stations, pumping stations, blending facilities, impoundments, related equipment and
surrounding properties caused by natural disasters, acts of terrorism and acts of third parties;
damage from construction, farm and utility equipment as well as other subsurface activity (for example, mine
subsidence);
leaks of natural gas, NGLs or oil or losses of natural gas, NGLs or oil as a result of the malfunction of equipment or
facilities;
fires, ruptures and explosions;
other hazards that could also result in personal injury and loss of life, pollution of the environment, including natural
resources and suspension of operations; and
hazards experienced by other operators that may affect our operations by instigating increased regulations and oversight.
Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of
claims for:
•
•
•
•
injury or loss of life;
damage to and destruction of property, natural resources and equipment;
pollution and other environmental damage;
regulatory investigations and penalties;
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•
•
suspension of our operations; and
repair and remediation costs.
We may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive
relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable under policies we are
covered under, and we have obtained pollution insurance. The occurrence of an event that is not fully covered by insurance could
have a material adverse effect on our business, financial condition and results of operations.
An impairment of our assets, including property and equipment and/or intangible assets could reduce our earnings.
GAAP requires us to test certain assets for impairment on either an annual basis or when events or circumstances occur
which indicate that the carrying value of such assets might be impaired. The outcome of such testing could result in impairments of
our assets, including property and equipment and/or intangible assets. Additionally, any asset monetizations could result in
impairments if any assets are sold or otherwise exchanged for amounts less than their carrying value. If we determine that an
impairment has occurred, we would be required to take an immediate noncash charge to earnings. During the year ended December
31, 2025, we reduced the carrying value of the Utica Shale Property and Equipment to the estimated selling price less costs to sell and
recorded a loss on long-lived assets of $87 million in our consolidated statements of operations and comprehensive income.
We do not own all of the land on which our pipelines and facilities are located, which could result in disruptions to our
operations.
Because we do not own all of the land on which our pipelines and facilities have been constructed, we are subject to the
possibility of more onerous terms or increased costs to retain necessary land use if we do not have valid rights-of-way or if such
rights-of-way lapse or terminate. We obtain the rights to construct and operate our pipelines on land owned by third parties and
governmental agencies for a specific period of time. Our loss of these rights, through our inability to renew right-of-way contracts or
otherwise, could have a material adverse effect on our business, financial condition and results of operations.
World health events may materially adversely affect our business.
World health events may cause disruptions to our business and operational plans, which may include (i) shortages of
employees, (ii) unavailability of contractors and subcontractors, (iii) interruption of supplies from third parties upon which we rely,
(iv) recommendations of, or restrictions imposed by, government and health authorities, including quarantines and (v) restrictions that
we and our contractors and subcontractors impose, including facility shutdowns, to ensure the safety of employees and others. While
it is not possible to predict their extent or durations, these disruptions may have a material adverse effect on our business, financial
condition and results of operations and could adversely affect our ability to return capital to our stockholders through dividends and/or
repurchases of shares of AM common stock.
Further, adverse impacts on Antero Resources’ business resulting from world health events may also adversely affect our
business and results of operations. The effects of a pandemic, epidemic or outbreak of an infectious disease and concerns regarding its
global spread could negatively impact global demand for crude oil and natural gas, which may contribute to price volatility that could
impact the price Antero Resources’ receives for its natural gas, NGLs and oil and materially and adversely affect the demand for and
marketability of Antero Resources’ production, as well as lead to temporary curtailment or shut-ins of production due to lack of
downstream demand or storage capacity. For further discussion of the business risks of Antero Resources that may impact us, see “—
Customer Concentration—Because substantially all of our revenue is currently derived from Antero Resources, any development that
materially and adversely affects Antero Resources’ operations, financial condition or market reputation could have a material and
adverse impact on us.”
Terrorist attacks, cyberattacks and threats could have a material adverse effect on our business, financial condition and
results of operations.
Terrorist attacks or cyberattacks may significantly affect the energy industry, including our operations and those of our
suppliers and customers, as well as general economic conditions, consumer confidence and spending and market liquidity. Cyber
incidents, including deliberate attacks, have increased in frequency globally. Strategic targets, such as energy related assets, may be at
greater risk of future attacks than other targets in the United States. We depend on digital technology in many areas of our business
and operations, including, but not limited to, performing many of our gathering and compression and water handling services,
processing and recording financial and operating data, oversight and analysis of our operations and communications with the
employees supporting our operations and our customers or service providers. We also collect and store sensitive data in the ordinary
course of our business, including personally identifiable information as well as our proprietary business information and that of our
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customers, suppliers, investors and other stakeholders. The growing regulatory landscape around data protection adds additional
complexity to safeguarding this information. The secure processing, maintenance and transmission of information is critical to our
operations, and we monitor our key information technology systems in an effort to detect and prevent cyberattacks, security breaches
or unauthorized access. Despite our security measures, our information technology systems may undergo cyberattacks or security
breaches including as a result of employee error, malfeasance or other threat vectors, which could lead to the corruption, loss, or
disclosure of proprietary and sensitive data, misdirected wire transfers, and an inability to: perform services for our customers;
complete or settle transactions; maintain our books and records; prevent environmental damage; and maintain communications or
operations. Significant liability to the Company or third parties may result. We are not able to anticipate, detect or prevent all
cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until an attack is
already underway or significantly thereafter, and because attackers are increasingly using technologies specifically designed to
circumvent cybersecurity measures and avoid detection. Cybersecurity attacks are also becoming more sophisticated and include, but
are not limited to, ransomware, credential stuffing, spear phishing, social engineering, use of deepfakes (e.g., highly realistic synthetic
media generated by artificial intelligence) and other attempts to gain unauthorized access to data for purposes of extortion or other
malfeasance.
Our information and operational technologies, systems and networks, and those of our vendors, suppliers, customers and
other business partners, may become the target of cyberattacks or information security breaches that result in the unauthorized release,
gathering, monitoring, misuse, loss or destruction of proprietary and other information, or adversely disrupt our business operations.
The interconnected nature of our industry heightens the risk that a cybersecurity incident affecting one of our vendors, suppliers,
customers or other business partners could propagate across the supply chain, potentially causing widespread operational or financial
disruptions. Although we have written policies and procedures for monitoring cybersecurity risk and identifying and reporting
incidents, there can be no guarantee they will be effective at preventing cyberattacks or ensuring incidents are timely identified or
reported. Some cyber incidents, such as surveillance, ransomware, or deepfake-based social engineering attacks, may remain
undetected for some period of time. Advances in computer capabilities, discoveries in the field of artificial intelligence, cryptography,
or other developments may result in a compromise or breach of the technology we use to safeguard confidential, personal or other
information. As cyberattacks continue to evolve, we may be required to expend significant additional resources to continue to modify
or enhance our protective measures or to investigate and remediate any vulnerabilities to cyberattacks. In particular, our
implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our personnel,
information, facilities and infrastructure may result in increased capital and operating costs. While we maintain cyber insurance
coverage to help mitigate financial risks associated with cyber incidents, such policies have limitations and do not cover all potential
losses, such as reputational harm or regulatory fines. Accordingly, our cyber insurance may not provide coverage for all potential
risks arising from cyber incidents. As cyberattacks increase globally in frequency and severity, coverage availability and affordability
may further decline. A successful cyberattack or security breach could result in liability resulting from data privacy or cybersecurity
claims, liability under data privacy laws, regulatory penalties, damage to our reputation, long-lasting loss of confidence in us, or
additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of
which could have a material and adverse effect on our business, financial condition or results of operations. To date, we have not
experienced any material losses relating to cyberattacks; however, there can be no assurance that we will not suffer such losses in the
future. No security measure is infallible. Consequently, it is possible that any of these occurrences, or a combination of them, could
have a material adverse effect on our business, financial condition and results of operations.
Capital Structure and Access to Capital
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.
Our ability to make scheduled payments on, or to refinance, our indebtedness obligations, including the Credit Facility and
our senior notes, depends on our financial condition and operating performance, which are subject to prevailing economic and
competitive conditions and certain financial, business and other factors beyond our control. We may not be able to maintain a level of
cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness,
including the Credit Facility and our senior notes.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or
delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including
the senior notes. Our ability to restructure or refinance our indebtedness will depend on the condition of the credit and capital
markets, including the markets for credit facilities and senior unsecured notes, and our financial condition at such time. Any
refinancing of our indebtedness, including using borrowings under the Credit Facility to redeem our senior notes, could be at higher
interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The
terms of existing or future debt instruments, including the Credit Facility and the indentures governing our senior notes, may restrict
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us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding
indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional
indebtedness and result in more onerous restrictions in our debt securities and facilities. In the absence of sufficient cash flows and
capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to
meet our debt service and other obligations. The Credit Facility and the indentures governing our senior notes place certain
restrictions on our ability to dispose of assets and our use of the proceeds from such dispositions. We may not be able to consummate
those dispositions, and the proceeds of any such disposition may not be adequate to meet any debt service obligations then due. These
alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.
We will be required to make capital expenditures to increase our asset base. If we cannot obtain needed capital or financing
on satisfactory terms, we may be unable to expand our business operations and/or our financial leverage could increase.
To increase our asset base, we will need to make expansion capital expenditures. If we do not make sufficient or effective
expansion capital expenditures, we may be unable to expand our business operations, which could adversely affect our business and
operating results. To fund our expansion capital expenditures and investment capital expenditures, we expect to use cash from our
operations or incur borrowings. Alternatively, we may sell additional shares of common stock or other securities to fund our capital
expenditures. Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may
be limited by our or Antero Resources’ financial condition at the time of any such financing or offering and the covenants in our
existing debt agreements, as well as by general economic conditions, contingencies and uncertainties that are beyond our control. In
addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing shares of
common stock may result in significant stockholder dilution. Neither Antero Resources or any of its affiliates is committed to
providing any direct or indirect support to fund our growth.
We may be unable to access the equity or debt capital markets to meet our obligations.
Declines in commodity prices or the financial condition or prospects of Antero Resources may cause the financial markets to
exert downward pressure on our stock price and credit capacity. For example, for portions of 2020, the market for senior unsecured
notes was unfavorable for high-yield issuers such as us. Our plans for growth may require access to the capital and credit markets.
Although the market for high-yield debt securities has improved since 2020, if the high-yield market deteriorates, or if we are unable
to access alternative means of debt or equity financing on acceptable terms or at all, we may be unable to carry out our business plan,
which could have a material adverse effect on our financial condition and results of operations and impair our ability to service our
indebtedness.
Restrictions in our existing and future debt agreements could adversely affect our business, financial condition and results of
operations.
The Credit Facility limits our ability to, among other things:
•
permit liens on our properties;
• make certain investments;
• merge, consolidate, liquidate or dissolve;
•
•
•
•
dispose of assets;
enter into certain types of transactions with affiliates;
prepay or amend certain indebtedness; and
enter into certain swap and hedging transactions.
The indentures governing our senior notes contains similar restrictive covenants. In addition, the Credit Facility contains
covenants requiring us to maintain certain financial ratios. Our ability to meet those financial ratios and tests can be affected by
events beyond our control, and we cannot assure you that we will meet any such ratio or test. Additionally, we may not be able to
borrow the full amount of commitments under the Credit Facility if doing so would cause us to breach a financial covenant.
The provisions of the Credit Facility and the indentures governing our senior notes may affect our ability to obtain future
financing and pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business
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conditions. In addition, a failure to comply with the provisions of the Credit Facility or the indentures governing our senior notes
could result in a default or an event of default that would restrict our ability to access loans under our Credit Facility and could enable
our lenders or noteholders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be
immediately due and payable. If our obligations to repay our debt are accelerated, our assets may be insufficient to repay such debt in
full, and you could experience a partial or total loss of your investment. See Note 9—Long-Term Debt to our consolidated financial
statements for additional information.
Debt we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities.
Our future level of debt could have important consequences to us, including the following:
•
•
our ability to obtain additional financing, if necessary, for working capital, capital expenditures (including required
drilling pad connections and well connections pursuant to our gathering and compression agreements as well as
acquisitions) or other purposes may be impaired or such financing may not be available on favorable terms;
our funds available for operations and future business opportunities will be reduced by that portion of our cash flows
required to make interest payments on our debt;
• we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
•
our flexibility in responding to changing business and economic conditions may be limited.
Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which
will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our
control. If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as
reducing or not paying dividends, reducing or delaying our business activities, investments or capital expenditures, selling assets or
issuing equity. We may not be able to effect any of these actions on satisfactory terms or at all.
Increases in interest rates could adversely affect our business.
Our business and operating results can be harmed by factors such as the availability, terms of and cost of capital, increases in
interest rates or a reduction in credit rating. These changes could cause our cost of doing business to increase, limit our ability to
pursue growth opportunities, reduce cash flow used for our services and place us at a competitive disadvantage. For example, during
2025, we had average outstanding borrowings under the Credit Facility of $463 million, and the impact of a 1.0% increase in interest
rates on this amount of indebtedness would result in increased interest expense for that period of $5 million and a corresponding
decrease in our cash flows and net income before the effects of income taxes. Disruptions and volatility in the global financial
markets may lead to a contraction in credit availability impacting our ability to finance our operations. A significant reduction in cash
flows from operations or the availability of credit could materially and adversely affect our ability to carry out our business plan.
Geographic Concentration
Our gathering and compression and water handling systems are concentrated in the Appalachian Basin, making us vulnerable
to risks associated with operating in one major geographic area.
We rely primarily on revenues generated from our gathering and compression and water handling systems, which are all
located in the Appalachian Basin. As a result of this concentration, we may be disproportionately exposed to the impact of regional
supply and demand factors, delays or interruptions of production from wells in this area caused by, and associated with, governmental
regulation, state and local political activities, market limitations, availability of equipment and personnel or interruption of the
compression, processing or transportation of natural gas, NGLs or oil.
A shortage of equipment and skilled labor in the Appalachian Basin could reduce equipment availability and labor
productivity and increase labor costs, which could have a material adverse effect on our business and results of operations.
Gathering and compression and water handling services require special equipment and laborers skilled in multiple
disciplines, such as equipment operators, mechanics and engineers, among others. If Antero Resources experiences shortages of
skilled labor or there is a lack of necessary equipment in the Appalachian Basin in the future, our allocation of labor costs and overall
productivity could be materially and adversely affected. If our allocation of labor prices increase or if Antero Resources experiences
materially increased health and benefit costs for employees, our business and results of operations could be materially and adversely
affected.
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Acquisitions and Divestitures
We may not achieve the intended benefits of the HG Acquisition, and the HG Acquisition may disrupt our existing plans or
operations.
There can be no guarantee that we will be able to successfully integrate the assets and operations to be acquired in, or
otherwise realize the expected benefits of, the HG Acquisition. Difficulties in integrating the assets acquired in the HG Acquisition
may result in operational and other challenges, including the diversion of management’s attention from ongoing business concerns; the
diversion of resources to integration processes; the retention of existing business and operational relationships, including customers,
suppliers and other counterparties; the attraction of new business and operational relationships; the possibility of faulty assumptions
underlying expectations regarding integration processes and associated expenses; the elimination of duplicative corporate or
operational processes; as well as unanticipated issues in integrating certain systems, including internal controls over financial
reporting and disclosure controls and procedures. An inability to realize the full extent of the intended benefits of the HG Acquisition,
and any delays encountered in the integration process, could have an adverse effect on our revenues and level of expenses and results
of operations. In addition, the integration may result in additional or unforeseen expenses. Although we expect the strategic benefits
to offset incremental transaction-related costs over time, if we are not able to adequately and effectively address integration
challenges, we may be unable to successfully integrate operations or realize anticipated benefits of the integration.
We may not complete the Utica Shale Divestiture within the anticipated timeframe or at all.
The completion of the Utica Shale Divestiture is subject to a number of conditions. The failure to satisfy all of the required
conditions could delay the completion of the Utica Shale Divestiture for a significant period of time or prevent it from occurring at all.
A delay in completing the Utica Shale Divestiture could cause us to realize some or all of the benefits later than we otherwise expect
to realize them if the Utica Shale Divestiture was successfully completed within the anticipated timeframe, which could result in
additional transaction costs or in other negative effects associated with uncertainty around completion of the divestiture.
Notwithstanding the due diligence investigation that we performed in connection with our entry into the definitive agreement
to purchase HG Midstream, HG Midstream may have liabilities, losses or other exposures for which we do not have adequate
insurance coverage or other protection.
While we performed due diligence on HG Midstream prior to our entry into the definitive agreement to purchase HG
Midstream, we are dependent on the accuracy and completeness of statements and disclosures made or actions taken by HG
Midstream and its representatives when conducting due diligence and evaluating the results of such due diligence. We do not control
and may be unaware of activities of HG Midstream prior to the completion of the HG Acquisition, including intellectual property and
other litigation, claims or disputes, information security vulnerabilities, violations of laws, policies, rules and regulations, commercial
disputes, tax liabilities and other known and unknown liabilities.
With the consummation of the HG Acquisition, the liabilities of HG Midstream, including contingent liabilities, will be
consolidated with our liabilities for purposes of financial reporting. HG Midstream may have unknown liabilities which we will be
responsible for following the consummation of the HG Acquisition. If HG Midstream’s liabilities are greater than expected, or if there
are obligations of HG Midstream of which we are not aware, our business could be materially and adversely affected. We do not have
indemnification rights from the current owners of HG Midstream for defects and liabilities associated with the acquired assets and
instead will rely on a limited representation and warranty insurance policy, which we have obtained. Such insurance is subject to
exclusions, policy limits and certain other customary terms and conditions. If we are responsible for liabilities not covered by
representation and warranty insurance, we could suffer consequences that could have a material adverse effect on our financial
condition and results of operations.
We may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any inability to do so may
disrupt our business and hinder our ability to grow.
In the future, we may acquire businesses that complement or expand our current business. We may not be able to identify
attractive acquisition opportunities. Even if we do identify attractive acquisition opportunities, we may not be able to complete the
acquisition or do so on commercially acceptable terms.
In connection with acquisitions, we perform a review of the subject assets that we believe to be generally consistent with
industry practices. However, our review will not reveal all existing or potential problems. For example, certain environmental
problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be
unwilling or unable to provide effective contractual protection against all or part of the problems. Even if we are able to obtain
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contractual indemnification rights, there is no assurance that the seller will be capable of performing under any indemnification
obligation.
The success of any completed acquisition will depend on our ability to effectively integrate the acquired business into our
existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a
disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for
purchase prices significantly higher than those paid for earlier acquisitions. No assurance can be given that we will be able to identify
suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully
acquire identified targets. Our failure to achieve consolidation savings, to successfully integrate the acquired businesses and assets
into our existing operations or to minimize any unforeseen operational difficulties could have a material adverse effect on our
business, financial condition and results of operations.
In addition, our agreements governing our debt impose certain limitations on our ability to enter into mergers or combination
transactions. The Credit Facility and the indentures governing our senior notes also limit our ability to incur certain indebtedness,
which could indirectly limit our ability to engage in acquisitions of businesses.
Our certificate of incorporation and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids
or merger proposals, which may adversely affect the market price of our common stock.
Certain provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire
control of us, even if the change of control would be beneficial to our stockholders. Among other things, our certificate of
incorporation and bylaws:
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provide advance notice procedures with regard to stockholder nominations of candidates for election as directors or other
stockholder proposals to be brought before meetings of our stockholders, which may preclude our stockholders from
bringing certain matters before our stockholders at an annual or special meeting;
provide our Board of Directors (the “Board”) the ability to authorize issuance of preferred stock in one or more classes or
series, which makes it possible for our Board to issue, without stockholder approval, preferred stock with voting or other
rights or preferences that could impede the success of any attempt to change control of us and which may have the effect
of deterring hostile takeovers or delaying changes in control or management of us;
provide that the authorized number of directors may be changed only by resolution of our Board;
provide that, subject to the rights of holders of any series of preferred stock to elect directors or fill vacancies in respect
of such directors as specified in the related preferred stock designation and the terms of that certain Stockholders’
Agreement, dated October 9, 2018, by and among Antero Midstream Corporation and certain of its stockholders named
thereto (the “Stockholders’ Agreement”), all vacancies, including newly created directorships be filled by the affirmative
vote of holders of a majority of directors then in office, even if less than a quorum, or by the sole remaining director, and
will not be filled by our stockholders;
provide that, subject to the rights of the holders of any series of preferred stock to elect directors under specified
circumstances, if any, and the terms of the Stockholders’ Agreement, any action required or permitted to be taken by our
stockholders must be effected at a duly called annual or special meeting of our stockholders and may not be effected by
any consent in writing in lieu of a meeting of such stockholders;
provide for our Board to be divided into three classes of directors, with each class as nearly equal in number as possible,
serving staggered three-year terms;
provide that, subject to the rights of the holders of shares of any series of preferred stock, if any, to remove directors
elected by such series of preferred stock pursuant to our certificate of incorporation (including any preferred stock
designation thereunder) and the terms of the Stockholders’ Agreement, directors may be removed from office at any
time, only for cause and by the holders of a majority of the voting power of all outstanding voting shares entitled to vote
generally in the election of directors;
provide that special meetings of our stockholders may only be called by the Chief Executive Officer, the Chairman of
our Board or our Board pursuant to a resolution adopted by a majority of the total number of directors that we would
have if there were no vacancies;
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provide that (i) Yorktown Partners LLC (“Yorktown”) and their affiliates are permitted to participate (directly or
indirectly) in venture capital and other direct investments in corporations, joint ventures, limited liability companies and
other entities conducting business of any kind, nature or description, (ii) Yorktown and their affiliates are permitted to
have interests in, participate with, aid and maintain seats on the boards of directors or similar governing bodies of any
such investments, in each case that may, are or will be competitive with our business and the business of our subsidiaries
or in the same or similar lines of business as us and our subsidiaries, or that could be suitable for us or our subsidiaries
and (iii) we have, subject to limited exceptions, renounced, to the fullest extent permitted by law, any interest or
expectancy in, or in being offered an opportunity to participate in, such corporate opportunities;
provide that the provisions of our certificate of incorporation can only be amended or repealed by the affirmative vote of
the holders of at least 66 2/3% in voting power of the outstanding shares of our common stock entitled to vote thereon,
voting together as a single class; provided, however, that so long as the Stockholders' Agreement remains in effect, no
provision of our certificate of incorporation may be amended, altered or repealed in any manner that would be contrary
to or inconsistent with the terms of the Stockholders’ Agreement, and no amendment to the Stockholders’ Agreement
(regardless of whether such amendment modifies any provision of the Stockholders’ Agreement to which our certificate
of incorporation is subject) will be deemed an amendment of our certificate of incorporation; and
provide that our bylaws can be altered or repealed by (a) our Board or (b) our stockholders upon the affirmative vote of
holders of at least 66 2/3% of the voting power of our common stock outstanding and entitled to vote thereon, voting
together as a single class. However, so long as the Stockholders’ Agreement remains in effect, our Board may not
approve any amendment, alteration or repeal of any provision of our bylaws or the adoption of any new bylaw, that
(a) would be contrary to or inconsistent with the terms of the Stockholders’ Agreement or (b) would amend, alter or
repeal certain portions of our certificate of incorporation; provided, however, that so long as the Stockholders’
Agreement remains in effect, the parties to the Stockholders' Agreement may amend any provision of the Stockholders’
Agreement, and no amendment to the Stockholders’ Agreement (regardless of whether such amendment modifies any
provision of the Stockholders’ Agreement to which the bylaws are subject) will be deemed an amendment of the bylaws
for purposes of the amendment provisions of our bylaws.
We have elected not to be subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”),
regulating corporate takeovers.
In general, the provisions of Section 203 of the DGCL prohibit a Delaware corporation, including those whose securities are
listed for trading on the New York Stock Exchange, from engaging in any business combination with any interested stockholder for a
period of three years following the date that the stockholder became an interested stockholder, unless:
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prior to such time, the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder is approved by our Board;
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced
(excluding certain specified shares); or
on or after such time the business combination is approved by our Board and authorized at a meeting of stockholders by
the holders of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
Section 203 of the DGCL permits a Delaware corporation to elect not to be governed by the provisions of Section 203.
Pursuant to our certificate of incorporation, we expressly elected not to be governed by Section 203. Accordingly, we are not subject
to any anti-takeover effects or protections of Section 203 of the DGCL, although no assurance can be given that we will not elect to be
governed by Section 203 of the DGCL pursuant to an amendment to our certificate of incorporation in the future.
Joint Ventures
We own a 50% interest in the Joint Venture, which is operated by MarkWest. While we have the ability to influence certain
business decisions affecting the Joint Venture, the success of our investment in the Joint Venture will depend on MarkWest’s
operation of the Joint Venture.
On February 6, 2017, we entered into the Joint Venture with MarkWest. While we and MarkWest each own a 50% interest
in the Joint Venture, MarkWest is the primary operator of the Joint Venture, and we depend on MarkWest for the day-to-day
operations of the Joint Venture. Our lack of control over the Joint Venture’s day-to-day operations and the associated costs of
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operations could result in receiving lower cash distributions from the Joint Venture than currently anticipated. In addition, differences
in views among the owners of the Joint Venture could result in delayed decisions or in failures to agree on significant matters,
potentially adversely affecting the business and results of operations or prospects of the Joint Venture and, in turn, the amount of cash
from the Joint Venture operations distributed to us.
If the Joint Venture is not successful or if the Joint Venture does not perform as expected, our future financial performance
may be negatively impacted.
We may be exposed to certain risks in connection with our ownership interest in the Joint Venture, including regulatory,
environmental and litigation risks. If such risks or other anticipated or unanticipated liabilities were to materialize, any desired
benefits of our entry into the Joint Venture may not be fully realized, if at all, and its future financial performance may be negatively
impacted.
In addition, the Joint Venture may result in other difficulties including, among other things:
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diversion of our management’s attention from other business concerns;
• managing regulatory compliance and corporate governance matters;
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an increase in our indebtedness; and
potential environmental or other regulatory compliance matters or liabilities and/or title issues, including certain
liabilities arising from the operation of the Joint Venture assets prior to the closing of the Joint Venture.
Interruptions in operations at any of the Joint Venture’s facilities may adversely affect its operations and our gathering and
processing and water handling operations.
The Joint Venture assets consist of processing plants in West Virginia and a one-third interest in two fractionators in Ohio
(the “MarkWest fractionators”). Any significant interruption at these facilities would adversely affect the Joint Venture’s operations.
Because a significant portion of Antero Resources’ production is processed by the Joint Venture, any significant interruption at these
facilities would also adversely affect our other midstream operations.
We do not operate the MarkWest fractionators, and the operations of the MarkWest’s and Joint Venture’s processing
facilities and the MarkWest fractionators could be partially or completely shut down, temporarily or permanently, as the result of
circumstances not within its control, such as:
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unscheduled turnarounds or catastrophic events, including damages to facilities, related equipment and surrounding
properties caused by earthquakes, tornadoes, hurricanes, floods, fires, severe weather, explosions and other natural
disasters;
restrictions imposed by governmental authorities or court proceedings;
labor difficulties that result in a work stoppage or slowdown;
a disruption in the supply of gas to MarkWest’s or the Joint Venture’s processing and fractionation plants and associated
facilities;
disruption in the supply of power, water and other resources necessary to operate MarkWest’s or the Joint Venture’s
facilities;
damage to MarkWest’s or the Joint Venture’s facilities resulting from gas that does not comply with applicable
specifications; and
inadequate fractionation capacity or market access to support production volumes, including lack of availability of rail
cars, barges, pipeline capacity or market constraints, including reduced demand or limited markets for certain NGLs.
In addition, MarkWest’s fractionation operations in the Appalachian Basin are integrated, and as a result, it is possible that an
interruption of these operations in other regions may impact operations in the regions in which the Joint Venture’s facilities are
located.
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Compliance with Regulations
We are subject to complex federal, state and local laws and regulations that could adversely affect the cost, manner or
feasibility of conducting our operations or expose us to significant liabilities.
Our operations are subject to complex and stringent federal, state and local laws and regulations. In order to conduct our
operations in compliance with these laws and regulations, we must obtain and maintain numerous permits, approvals and certificates
from various federal, state and local governmental authorities. We may incur substantial costs in order to maintain compliance with
these existing laws and regulations and the permits and other approvals issued thereunder. In addition, our costs of compliance may
increase or operational delays may occur if existing laws and regulations are revised or reinterpreted, or if new laws and regulations
apply to our operations. Failure to comply with such laws and regulations, including any evolving interpretation and enforcement by
governmental authorities, could have a material adverse effect on our business, financial condition and results of operations. Also, we
might not be able to obtain or maintain all required environmental regulatory approvals for our operations. If there is a delay in
obtaining any required environmental regulatory approvals, or if we fail to obtain and comply with them, the operation or construction
of our facilities could be prevented or become subject to additional costs.
In addition, new or additional regulations, new interpretations of existing requirements or changes in our operations could
also trigger the need for Environmental Assessments or more detailed Environmental Impact Statements under the National
Environmental Policy Act (“NEPA”) and analogous state laws, or that impose new permitting requirements on our operations could
result in increased costs or delays of, or denial of rights to conduct, our development programs. For instance, there have been several
recent developments regarding the NEPA regulatory regime. Most recently, following a Trump administration Executive Order, in
February 2025, the White House’s Council on Environmental Quality (“CEQ”) released an interim final rule rescinding its regulations
implementing NEPA. Federal agencies have begun the process of preparing their own new or updated NEPA-implementing rules or
guidelines, with the first batch of updates released in July 2025. In May 2025, the Supreme Court issued its opinion in Seven County
Infrastructure Coalition v. Eagle County, emphasizing the “substantial judicial deference” that courts must grant agencies when
considering NEPA challenges. And, in September 2025, CEQ issued new guidance to federal agencies implementing NEPA
encouraging them to limit their NEPA reviews, rely more heavily on sponsor-prepared documents, and streamline the NEPA process.
The full impact of these developments remains unclear at this time, but any disruption in our ability to obtain permits could result in
costs that could have a material adverse effect on our business, financial condition and results of operations.
Further, in April 2020, the federal district court for the District of Montana determined that the CWA Section 404 NWP 12
failed to comply with consultation requirements under the federal Endangered Species Act. The district court vacated NWP 12 and
enjoined the issuance of new authorizations for oil and gas pipeline projects. While the district court’s order has subsequently been
limited to the particular pipeline in that case pending appeal, we cannot predict the ultimate outcome of this case and its impacts to the
NWP program. Relatedly, in response to the vacatur, the Corps reissued NWP 12 for oil and natural gas pipeline activities, including
certain revisions to the conditions for the use of NWP 12; however, an October 2021 decision by the District Court for the Northern
District of California resulted in a vacatur of a 2020 rule revising the CWA Section 401 certification process. The U.S. Supreme
Court has since stayed this vacatur and the EPA published a rule to update and replace the relevant regulations in September 2023.
Several states challenged the rule. In January 2026, the EPA published a proposed rule revising its regulations governing the CWA
Section 401 certification process. Additionally, in March 2022, the Corps announced that it was seeking stakeholder input on a formal
review of NWP 12. While the full extent and impact of these developments is unclear at this time, any disruption in our ability to
obtain coverage under NWP 12 or other general permits may result in increased costs and project delays if we are forced to seek
individual permits from the Corps. This in turn could have an adverse effect on our business, financial condition and results of
operation.
Separately, the definition of WOTUS has been subject to substantial controversy, with the Corps and EPA pursuing several
WOTUS rulemakings since 2015. In September 2023, the EPA issued a WOTUS rule that is currently only implemented in 24 states
due to ongoing litigation. However, in November 2025, the EPA and the Corps proposed a rule to further update and narrow this
September 2023 definition of WOTUS, guided by the Sackett v. EPA decision. To the extent any judicial ruling, administrative
rulemaking, or other action further changes the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect
to obtaining permits for dredge and fill activities in wetland areas. Such potential regulations or litigation could increase our operating
costs, reduce our liquidity, delay or halt our operations or otherwise alter the way we conduct our business, which could in turn have a
material adverse effect on our business, financial condition and results of operations. We cannot predict what, when or how the
Trump administration may take action with respect to any of these regulations. Further, any discharges of natural gas, NGLs, oil and
other pollutants into the air, soil or water may give rise to significant liabilities on our part to the government and third parties. See
“Item 1. Business—Regulation of Environmental and Occupational Safety and Health Matters” for a further description of laws and
regulations that affect us.
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If our assets become subject to FERC regulation or federal, state or local regulations or policies change, or if we fail to comply
with market behavior rules, our financial condition, cash flows and results of operations could be materially and adversely
affected.
Our gathering and transportation operations are exempt from regulation by the FERC, under the NGA. Section 1(b) of the
NGA, exempts natural gas gathering facilities from regulation by the FERC under the NGA. Although the FERC has not made any
formal determinations with respect to any of our facilities, we believe that the natural gas pipelines in our gathering systems meet the
traditional tests the FERC has used to establish whether a pipeline is a gathering pipeline not subject to FERC jurisdiction. The
distinction between FERC-regulated transmission services and federally unregulated gathering services, however, has been the subject
of substantial litigation, and the FERC determines whether facilities are gathering facilities on a case-by-case basis, so the
classification and regulation of our gathering facilities may be subject to change based on future determinations by the FERC, the
courts or Congress. If the FERC were to consider the status of an individual facility and determine that the facility or services
provided by it are not exempt from FERC regulation under the NGA, the rates for, and terms and conditions of, services provided by
such facility would be subject to regulation by the FERC under the NGA or the NGPA. Such regulation could decrease revenue,
increase operating costs and, depending upon the facility in question, could adversely affect our financial condition, cash flows and
results of operations.
State regulation of natural gas gathering facilities and intrastate transportation pipelines generally includes various safety,
environmental and, in some circumstances, nondiscriminatory take and common purchaser requirements, as well as complaint-based
rate regulation. Other state regulations may not directly apply to our business, but may nonetheless affect the availability of natural
gas for purchase, compression and sale.
Moreover, FERC regulations indirectly impact our businesses and the markets for products derived from these businesses.
The FERC’s policies and practices across the range of its natural gas regulatory activities, including, for example, its policies on open
access transportation, market manipulation, ratemaking, gas quality, capacity release and market center promotion, indirectly affect
the intrastate natural gas market. Should we fail to comply with any applicable FERC administered statutes, rules, regulations and
orders, we could be subject to substantial penalties and fines, which could have a material adverse effect on our financial condition,
cash flows and results of operations. The FERC has civil penalty authority under the NGA and NGPA to impose penalties for current
violations of up to $1,584,648 per day for each violation and disgorgement of profits associated with any violation.
For more information regarding federal and state regulation of our operations, see “Business—Regulation of Operations.”
Increased regulation of hydraulic fracturing could result in reductions or delays in production by our customers, which could
reduce the throughput on our gathering and processing systems and the number of wells for which we provide water handling
services, which could adversely impact our revenues.
All of Antero Resources’ natural gas, NGLs and oil production is developed from unconventional sources, such as shale
formations. These reservoirs require hydraulic fracturing completion processes to release the liquids and natural gas from the rock so
it can flow through casing to the surface. Hydraulic fracturing is a well stimulation process that utilizes large volumes of water and
sand (or other proppant) combined with fracturing chemical additives that are pumped at high pressure to crack open previously
impenetrable rock to release hydrocarbons. Hydraulic fracturing is typically regulated by state oil and gas commissions and similar
agencies, but the EPA has asserted federal regulatory authority over certain hydraulic fracturing activities.
In addition, Congress has from time to time considered legislation to provide for federal regulation of hydraulic fracturing
under the Safe Drinking Water Act and to require disclosure of the chemicals used in the hydraulic fracturing process. New
legislation regulating hydraulic fracturing may be considered again in future, though we cannot predict when or the scope of any such
legislation at this time. At the state level, several states have adopted or are considering legal requirements that could impose more
stringent permitting, disclosure and well construction requirements on hydraulic fracturing activities. For example, both West
Virginia and Ohio have adopted requirements governing well pad construction, as well as requiring oil and natural gas operators to
disclose chemical ingredients used to hydraulically fracture wells and to conduct pre-drilling baseline water quality sampling of
certain water wells near a proposed horizontal well. Local governments also may seek to adopt ordinances within their jurisdictions
regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular.
We cannot predict whether any such legislation will ever be enacted and if so, what its provisions would be. If additional
levels of regulation and permits were required through the adoption of new laws and regulations at the federal, state or local level, that
could lead to delays, increased operating costs and process prohibitions that could reduce the amount of natural gas that moves
through our gathering and processing systems or reduce the number of wells drilled and completed that require fresh water for
hydraulic fracturing activities, which in turn could materially and adversely affect our revenues and results of operations.
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We or any third-party customers may incur significant liability under, or costs and expenditures to comply with,
environmental and occupational health and workplace safety regulations, which are complex and subject to frequent change.
As an owner, lessee or operator of gathering pipelines and compressor stations, we are subject to various stringent federal,
state, provincial and local laws and regulations relating to the discharge of materials into, and protection of, the environment.
Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce compliance with these
laws and regulations and the permits issued under them, oftentimes requiring difficult and costly response actions. These laws and
regulations may impose various obligations that are applicable to our and our customer’s operations, including the acquisition of
permits to conduct regulated activities, the incurrence of capital or operating expenditures to limit or prevent releases of materials
from our or our customers’ operations, the imposition of specific standards addressing worker protection and the imposition of
substantial liabilities and remedial obligations for pollution or contamination resulting from our and our customer’s operations.
Failure to comply with these laws, regulations and permits may result in joint and several, strict liability and the assessment of
administrative, civil and criminal penalties, the imposition of remedial obligations and the issuance of injunctions limiting or
preventing some or all of our operations. Private parties, including the owners of the properties through which our gathering systems
pass and facilities where wastes resulting from our operations are taken for reclamation or disposal, may also have the right to pursue
legal actions to enforce compliance, as well as to seek damages for non-compliance, with environmental laws and regulations or for
personal injury or property damage. We may not be able to recover all or any of these costs from insurance. In addition, we may
experience a delay in obtaining or be unable to obtain required permits, which may cause us to lose potential and current customers,
interrupt our operations and limit our growth and revenues, which in turn could affect our profitability. There is no assurance that
changes in or additions to public policy regarding the protection of the environment will not have a significant impact on our
operations and profitability. While the Trump administration may make changes to President Biden’s environmental and climate
change initiatives, we cannot predict what, when or how the new administration may take actions to revise existing environmental
laws or regulations, if at all, or the ultimate impact such changes may have on our business.
Our operations also pose risks of environmental liability due to potential leakage, migration, releases or spills from our
operations to surface or subsurface soils, surface water or groundwater. Certain environmental laws impose strict as well as joint and
several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been
stored or released. We may be required to remediate contaminated properties currently or formerly operated by us or facilities of third
parties that received waste generated by our operations regardless of whether such contamination resulted from the conduct of others
or from consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. In
addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety
impacts of our operations. Moreover, public interest in the protection of the environment has increased dramatically in recent years.
The trend of more expansive and stringent environmental legislation and regulations is expected to continue, which may result in
increased costs of doing business and consequently affecting profitability. See “Business—Regulation of Environmental and
Occupational Safety and Health Matters” for more information.
The Inflation Reduction Act could adversely impact demand for oil and gas and could impose new costs on our operations and
those of our customers.
In August 2022, President Biden signed the IRA 2022 into law. The IRA 2022 contains hundreds of billions of dollars in
incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and
carbon capture and sequestration, amongst other provisions. However, on January 20, 2025, President Trump issued an Executive
Order directing agencies to immediately pause the disbursement of funds appropriated through the IRA 2022. The full impact of this
Executive Order and related administrative actions is uncertain at this time. In addition, the IRA 2022 imposed the first ever federal
fee on the emission of greenhouse gases through a methane emissions charge. The IRA 2022 amended the federal Clean Air Act to
impose a fee on the emission of excess methane from sources required to report their GHG emissions to the EPA, including those
sources in the onshore petroleum and natural gas production and gathering and boosting source categories. The EPA finalized a rule
implementing this charge in November 2024; however, in February 2025, Congress repealed the rule under the Congressional Review
Act. Additionally, under the OBBB, Congress delayed the implementation of the methane emissions charge until 2034. Compliance
with the methane emissions charge and other air pollution control and permitting requirements could impose additional costs on our
operations and reduce demand for oil and natural gas. Consequently, this could adversely affect our business and results of operations
and those of our customers. We cannot predict what, when, or how the Trump administration or Congress may take further actions to
rollback or otherwise revise existing laws, rules, or regulations or the ultimate impact such changes may have on our business
operations.
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Our operations are subject to a series of risks related to climate that could result in increased operating costs, limit the areas
in which our customers may conduct oil and gas exploration and production activities, and reduce demand for the services we
provide.
Climate risks continue to attract considerable attention in the United States and in foreign countries. In the United States, no
comprehensive climate legislation has been implemented at the federal level. Federal regulators, state and local governments and
private parties have taken (or announced that they plan to take) actions that have or may have a significant influence on our
operations. The EPA has adopted regulations under existing provisions of the federal CAA that, among other things, establish PSD
construction and Title V operating permit reviews for certain large stationary sources that are already potential major sources of
certain principal, or criteria, pollutant emissions. Facilities required to obtain PSD permits for their GHG emissions also will be
required to meet “best available control technology” standards that will be established by the states or, in some cases, by the EPA for
those emissions. These EPA rules could adversely affect our operations and restrict or delay our ability to obtain air permits for new
or modified sources. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified
onshore and offshore oil and gas production sources in the United States on an annual basis, which include certain of our operations.
Although the EPA has proposed to delay GHG reporting for the oil and gas sector until 2034, and to otherwise repeal GHG reporting
requirements for other sectors, we cannot predict whether these efforts will ultimately be successful or that GHG reporting will not be
required again in the future. Existing climate change-related regulation have been a focus of the Trump administration. On his first
day in office, President Trump signed several Executive Orders rescinding many of the previous administration’s Executive Orders
and associated climate-related initiatives. President Trump’s directives included, amongst others, directing the EPA to reconsider its
2009 endangerment findings relating to GHGs, which provides regulatory justification for federal GHG permitting and methane
emission control requirements, and directing the EPA to reconsider its use of Social Cost of GHG estimates in federal permitting
decisions. To that end, in March 2025, the EPA announced formal reconsideration of both the Social Cost of GHG estimates and the
2009 endangerment finding and, in July 2025, released a proposal to rescind the latter. We cannot predict the ultimate impact of these
actions or any similar changes on our business or results of operations.
The federal regulation of methane from oil and gas facilities has been subject to substantial uncertainty in recent years. In
December 2023, the EPA finalized more stringent methane rules for new, modified, and reconstructed facilities, known as OOOOb, as
well as standards for existing sources for the first time ever, known as OOOOc. However, in March 2025, the EPA announced plans
to reconsider OOOOb and OOOOc, in line with the Trump administration’s deregulatory agenda. Additionally, in November 2025,
the EPA finalized an interim rule extending the compliance deadlines for certain provisions provided in OOOOb and OOOOc.
Litigation challenging the EPA’s final interim rule extending such compliance deadlines for new and existing oil and gas sources
remains pending. We cannot predict what additional actions the Trump administration may take or how they may affect our business
operations. However, failure to comply with these CAA requirements can result in the imposition of substantial fines and penalties as
well as costly injunctive relief. Given the long-term trend toward increasing regulation, future federal GHG regulations of the oil and
gas industry remain a possibility, and several states, including West Virginia and Ohio, have separately imposed their own regulations
on methane emissions from oil and gas production activities.
Increasingly, oil and natural gas companies are also exposed to litigation risks related to climate risks. While we are not
currently party to any such litigation, we could be named in future actions making similar claims of liability and, depending on the
nature of the claims asserted and other factors, such liability could be imposed without regard to the company’s causation of or
contribution to the asserted damage, or to other mitigating factors.
Additionally, companies in the oil and natural gas industry may be exposed to increasing financial risks. Financial
institutions, including investment advisors and certain sovereign wealth, pension and endowment funds, may elect in the future to shift
some or all of their investment into non-oil and natural gas related industries. Certain institutional lenders who provide financing to
oil and natural gas companies have also become more attentive to lending practices, and some of them may elect in future not to
provide funding for oil and natural gas companies, although this trend has been decreasing. To the extent implemented or pursued,
such policies and commitments could lead to some lenders restricting access to capital for or divesting from certain industries or
companies, including the oil and natural gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions.
There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to
the oil and natural gas industry. While we cannot predict how or to what extent sustainable lending and investment practices may
impact our operations, a material reduction in the capital available to the oil and natural gas industry could make it more difficult to
secure funding for exploration, development, production, transportation and processing activities, which could result in decreased
demand for our midstream services.
In addition, in October 2023, some states have adopted or are considering adopting laws requiring the disclosure of climate-
related risks. Lawsuits have been filed challenging the implementation of one of these laws, but we cannot predict the outcome of
these suits at this time. Compliance with these laws, to the extent implemented and applicable to us, may result in additional costs
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related to disclosure requirements as well as increased costs of and restrictions on access to capital. Separately, enhanced climate
related disclosure requirements could lead to reputational or other harm and could also increase our litigation risks relating to
statements alleged to have been made by us or others in our industry regarding climate risks, or in connection with any future
disclosures we may make regarding reported emissions, particularly given the inherent uncertainties and estimations with respect to
calculating and reporting GHG emissions.
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other
regulatory initiatives related to climate risks or GHG emissions from oil and natural gas facilities could result in increased costs of
compliance or costs of consumption, thereby reducing demand for the services we provide. One or more of these developments could
have a material adverse effect on our business, financial condition and results of operation.
We may incur significant costs and liabilities as a result of pipeline integrity management program testing and any related
pipeline repair or preventative or remedial measures.
The DOT has adopted regulations requiring pipeline operators to develop integrity management programs for transportation
pipelines located where a leak or rupture could do the most harm in HCAs or MCAs. The regulations require operators to:
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perform ongoing assessments of pipeline integrity;
identify and characterize applicable threats to pipeline segments that could impact certain high risk areas;
improve data collection, integration and analysis;
repair and remediate the pipeline as necessary; and
implement preventive and mitigating actions.
The 2011 Pipeline Safety Act among other things, increased the maximum civil penalty for pipeline safety violations and
directed the Secretary of Transportation to promulgate rules or standards relating to expanded integrity management requirements,
automatic or remote-controlled valve use, excess flow valve use, leak detection system installation and testing to confirm the material
strength of pipe operating above 30% of specified minimum yield strength in HCAs. Consistent with the 2011 Pipeline Safety Act,
the PHMSA, finalized rules that increased the maximum administrative civil penalties for violations of the pipeline safety laws and
regulations to $200,000 per violation per day, with a maximum of $2,000,000 for a related series of violations. In December 2024,
those maximum civil penalties were increased to $272,926 and $2,729,245, respectively, to account for inflation. Should our
operations fail to comply with DOT or comparable state regulations, we could be subject to substantial penalties and fines.
Following legislation enacted by Congress, PHMSA has issued or proposed regulations that either seek to impose new
obligations on pipeline operations or expand existing pipeline safety requirements to previously unregulated pipelines. For example,
in November 2021, PHMSA issued a final rule that imposes safety regulations on approximately 400,000 miles of previously
unregulated onshore gas gathering lines that, among other things, will impose criteria for inspection and repair of fugitive emissions,
extend reporting requirements to all gas gathering operators and apply a set of minimum safety requirements to certain gas gathering
pipelines with large diameters and high operating pressures. In August 2022, PHMSA finalized the rule entitled “Pipeline Safety:
Safety of Gas Transmission Pipelines, Repair Criteria, Integrity Management Improvements, Cathodic Protection, Management of
Change and Other Related Amendments” which adjusted the repair criteria for pipelines in HCAs, created new criteria for pipelines in
non-HCAs and strengthened integrity management assessment requirements, among other items. However, in August 2024, the U.S.
Court of Appeals for the D.C. Circuit vacated various aspects of the 2022 rule. In April 2024, PHMSA promulgated a final rule that
amended Federal pipeline safety regulations to incorporate more than 20 new or updated voluntary, consensus industry technical
standards to allow pipeline operators to use current technologies and improved materials. In January 2025, PHMSA finalized a rule
that enhances the safety requirements for gas distribution pipelines and requires updates to distribution integrity management
programs, emergency response plans, operations and maintenance manuals and other safety practices. However, the Trump
administration withdrew the final rule shortly thereafter, and, accordingly, it has not been codified. We do not expect our operations
to be affected by these new rules or rule changes any differently than other similarly situated midstream companies. While we cannot
predict the full scope of these regulations at this time, more stringent requirements may require us to incur significant costs to maintain
compliance, which may have a negative impact on our business performance and results of operations.
The adoption of these and other laws or regulations that apply more comprehensive or stringent safety standards could
require us to install new or modified safety controls, pursue new capital projects or conduct maintenance programs on an accelerated
basis, all of which could require us to incur increased operational costs that could be significant, consistent with other similarly
situated midstream companies. While we cannot predict the outcome of legislative or regulatory initiatives, such legislative and
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regulatory changes could have a material effect on our cash flow. See “Business—Pipeline Safety Regulation” for more information.
Regulations related to the protection of wildlife could adversely affect our ability to conduct oil and gas operations in some of
the areas where we operate.
Oil and gas operations in our operating areas can be adversely affected by regulations designed to protect various wildlife.
For example, following a 2020 court order to reconsider its decision to list the northern long-eared bat as threatened instead of
endangered, the USFWS redesignated the bat as endangered under the ESA. The designation of previously unprotected species as
threatened or endangered, or redesignation of a threatened species as endangered, in areas where we operate could cause us to incur
increased costs arising from species protection measures, result in constraints on our customer’s exploration and production activities
and on our pipeline construction and operation activities. This limits our ability to operate in those areas and can intensify competition
during those months for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to periodic
shortages. These constraints and the resulting shortages or high costs could delay our operations or the operations of our customers
and materially increase our operating and capital costs.
Human Capital
The loss of senior management or technical personnel could adversely affect operations.
We depend on the services of a relatively small group of senior management and technical personnel. We do not maintain,
nor do we plan to obtain, any insurance against the loss of any of these individuals. The loss of the services of our senior management
or technical personnel, including Michael N. Kennedy, Chief Executive Officer and President, could have a material adverse effect on
our business, financial condition and results of operations.
Our officers and employees provide services to both Antero Resources and us.
All of our executive officers and certain other personnel who provide corporate, general and administrative services to our
business are, when providing services to us, concurrently employed by Antero Resources and us pursuant to the terms of a services
agreement. In addition, our operational personnel are seconded to us by Antero Resources pursuant to the terms of a secondment
agreement and are concurrently employed by Antero Resources and us during such secondment. As a result, there could be material
competition for the time and effort of the officers and employees who provide services to Antero Resources and us. If such officers
and employees do not devote sufficient attention to the management and operation of our business, our financial results may suffer.
Related Parties
Antero Resources owns a significant interest in us and, as a result, conflicts of interest will arise from time to time between it
and us, and Antero Resources may favor their own interests to the detriment of us and our other stockholders. Additionally,
Antero Resources is under no obligation to adopt a business strategy that favors us.
All of our officers and certain of our directors are also officers or directors of Antero Resources. Also, as of December 31,
2025, Antero Resources beneficially owned 29% of our outstanding common stock. Conflicts of interest will arise between Antero
Resources and us. Our directors and officers who are also directors and officers of Antero Resources have a fiduciary duty to manage
Antero Resources in a manner that is beneficial to Antero Resources. In resolving these actual or apparent conflicts of interest, these
directors and officers may choose strategies that favor Antero Resources over our interests and the interests of our stockholders.
These actual and apparent conflicts may in certain cases include, for example, the decision to declare and pay dividends or the
decision to repurchase shares of our common stock owned by Antero Resources. The resolution of any conflicts of interest between
Antero Resources and its subsidiaries, on one hand, and us and our subsidiaries, on the other, to the extent we can resolve them, may
be costly and reduce the amount of time and attention that our directors and officers may spend in operating our business, which, in
each case, may adversely affect our business.
Furthermore, Antero Resources is under no obligation to adopt a business strategy that favors us. For example, Antero
Resources has dedicated acreage to, and entered into long-term contracts for gathering and compression services on, our gathering and
compression systems, as well as long-term contracts for receiving water services. However, while we have a right of first offer that
expires in 2038 to provide processing and fractionation services to Antero Resources, subject to certain exceptions, Antero Resources
is under no obligation to consider whether any future drilling plans would create beneficial opportunities for us. Additionally,
although our processing and fractionation services provided by the Joint Venture are supported by minimum volume commitments,
the gathering and compression agreements include minimum volumes commitments only on high pressure pipelines and/or
compressor stations constructed at Antero Resources’ request. Any decision by Antero Resources to operate its assets in a manner
that does not support our operations could have a material adverse effect on our business, financial condition and results of operations.
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We are a holding company whose sole material asset is our equity interest in Antero Midstream Partners, and we are
accordingly dependent upon distributions from Antero Midstream Partners to pay taxes, return capital to stockholders and
cover our corporate and other overhead expenses.
We are a holding company and have no material assets other than our equity interest in Antero Midstream Partners. We have
no independent means of generating revenue. To the extent Antero Midstream Partners has available cash, we intend to cause Antero
Midstream Partners to make distributions to us in an amount at least sufficient to allow us to pay our taxes, to fund our return of
capital to our stockholders (including paying dividends and repurchasing shares of our common stock) and for our corporate and other
overhead expenses. To the extent that we need funds and Antero Midstream Partners or its subsidiaries are restricted from making
such distributions or payments under applicable law or regulation or under the terms of any financing arrangements, or are otherwise
unable to provide such funds, our liquidity and financial condition could be materially adversely affected.
Taxes
Our future tax liabilities may be greater than expected if we do not generate deductions or net operating loss (“NOL”)
carryforwards sufficient to offset taxable income or if tax authorities challenge our tax positions.
We expect to generate deductions and NOL carryforwards that we can use to offset our taxable income. As a result, we do
not expect to pay material U.S. federal and state income taxes through 2026. This expectation is based upon assumptions our
management has made regarding, among other things, income, capital expenditures and net working capital. Further, the IRS or other
tax authorities could challenge one or more tax positions we take, and any change in law may affect our tax positions. While we
expect that our deductions and NOL carryforwards will be available to us as a future benefit, in the event that they are not generated as
expected, are successfully challenged by the IRS or other tax authorities (in a tax audit or otherwise), or are subject to future
limitations, our ability to realize these benefits may be limited.
Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could adversely affect our
operating results and cash flows.
We are subject to various complex and evolving U.S. federal, state and local tax laws. U.S. federal, state and local tax laws,
policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case,
possibly with retroactive effect. Any significant variance in our interpretation of current tax laws or a successful challenge of one or
more of our tax positions by the IRS or other tax authorities could increase our future tax liabilities and adversely affect our operating
results and cash flows.
Taxable gain or loss on the sale of our common stock could be more or less than expected.
If a holder sells our common stock, the holder will recognize gain or loss equal to the difference between the amount realized
and the holder’s tax basis in the shares of common stock sold. To the extent that the amount of distributions on our common stock
exceeds our current and accumulated earnings and profits, such distributions will be treated as a tax free return of capital and will
reduce a holder’s tax basis in its common stock. We expect a portion of our distributions to be in excess of our earnings and profits
through 2028. Because our distributions in excess of our earnings and profits decrease a holder’s tax basis in our common stock, such
excess distributions will result in a corresponding increase in the amount of gain, or a corresponding decrease in the amount of loss,
recognized by the holder upon the sale of our common stock.
The IRS Forms 1099-DIV that our stockholders receive from their brokers may over-report dividend income with respect to
our common stock for U.S. federal income tax purposes, which may result in a stockholder’s overpayment of tax. In addition,
failure to report dividend income in a manner consistent with the IRS Forms 1099-DIV may cause the IRS to assert audit
adjustments to a stockholder’s U.S. federal income tax return. For non-U.S. holders of our common stock, brokers or other
withholding agents may overwithhold taxes from dividends paid, in which case a stockholder generally would have to timely
file a U.S. tax return or an appropriate claim for refund to claim a refund of the overwithheld taxes.
Distributions we pay with respect to our common stock will constitute “dividends” for U.S. federal income tax purposes only
to the extent of our current and accumulated earnings and profits. Distributions we pay in excess of our earnings and profits will not
be treated as “dividends” for U.S. federal income tax purposes; instead, they will be treated first as a tax-free return of capital to the
extent of a stockholder’s tax basis in their common stock and then as capital gain realized on the sale or exchange of such stock. We
may be unable to timely determine the portion of our distributions that is a “dividend” for U.S. federal income tax purposes, which
may result in a stockholder’s overpayment of tax with respect to distribution amounts that should have been classified as a tax-free
return of capital. In such a case, a stockholder generally would have to timely file an amended U.S. tax return or an appropriate claim
for refund to obtain a refund of the overpaid tax.
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For a U.S. holder of our common stock, the IRS Forms 1099-DIV received from brokers may not be consistent with our
determination of the amount that constitutes a “dividend” for U.S. federal income tax purposes or a stockholder may receive a
corrected IRS Form 1099-DIV (and may therefore need to file an amended U.S. federal, state or local income tax return). We will
attempt to timely notify our stockholders of available information to assist with income tax reporting (such as posting the correct
information on our website). However, the information that we provide to our stockholders may be inconsistent with the amounts
reported by a broker on IRS Form 1099-DIV, and the IRS may disagree with any such information and may make audit adjustments to
a stockholder’s tax return.
For a non-U.S. holder of our common stock, “dividends” for U.S. federal income tax purposes will be subject to withholding
of U.S. federal income tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) unless the
dividends are effectively connected with the conduct of a U.S. trade or business. In the event that we are unable to timely determine
the portion of our distributions that constitute a “dividend” for U.S. federal income tax purposes, or a stockholder’s broker or
withholding agent chooses to withhold taxes from distributions in a manner inconsistent with our determination of the amount that
constitutes a “dividend” for such purposes, a stockholder’s broker or other withholding agent may overwithhold taxes from
distributions paid. In such a case, a stockholder generally would have to timely file a U.S. tax return or an appropriate claim for
refund in order to obtain a refund of the overwithheld tax.
General Risks
We expect to use a significant portion of our cash flows to pay dividends to our stockholders and/or repurchase shares of our
common stock, which could limit our ability to grow and make acquisitions.
We have previously announced that we plan to return capital to our stockholders through dividends to our stockholders and
repurchasing shares of our common stock, which may cause our growth to proceed at a slower pace than that of businesses that
reinvest their cash to expand ongoing operations. To the extent we issue additional shares of common stock in connection with any
acquisitions or expansion capital expenditures, the payment of dividends on those additional shares may increase the risk that we will
be unable to maintain or increase our per share dividend level. In addition, the incurrence of commercial borrowings or other debt to
finance our growth strategy would result in increased interest expense, which, in turn, may reduce the cash that we have available to
return capital to our stockholders through dividends and/or repurchases of shares of our common stock.
We may reduce or cease paying dividends on our common stock.
We are not obligated to pay dividends on shares of our common stock. Subject to preferences that may be applicable to any
outstanding shares or series of preferred stock, holders of our common stock are only entitled to receive ratably such dividends
(payable in cash, stock or otherwise), if any, as may be declared from time to time by our Board out of funds legally available for
dividend payments. Our Board makes a determination each quarter as to the actual amount, if any, of dividends to pay on our
common stock, based on various factors, some of which are beyond our control, including our operating cash flows, our working
capital needs, our ability to access capital markets for debt and equity financing on reasonable terms, the restrictions contained in our
debt instruments, our debt service requirements, credit metrics and the cost of acquisitions, if any. We may not have sufficient cash
each quarter to pay dividends or maintain current or expected levels of dividends. Accordingly, we cannot guarantee that we will
declare any future dividends at levels consistent with our historic practice or at all.
The price of our common stock may be volatile, and you could lose a significant portion of your investment.
The market price of our common stock could be volatile, and holders of common stock may not be able to resell their
common stock at or above the price at which they acquired such securities due to fluctuations in the market price of our common
stock.
Specific factors that may have a significant effect on the market price for our common stock include:
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our operating and financial performance and prospects and the trading price of our common stock;
the level of our dividends;
quarterly variations in the rate of growth of our financial indicators, such as dividends per share of our common stock,
net income and revenues;
levels of indebtedness;
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changes in revenue or earnings estimates or publication of research reports by analysts;
speculation by the press or investment community;
sales of our common stock by other stockholders;
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures,
securities offerings or capital commitments;
general market conditions;
changes in accounting standards, policies, guidance, interpretations or principles;
adverse changes in tax laws or regulations;
domestic and international economic, legal and regulatory factors related to our performance; and
• Antero Resources’ operating and financial performance and prospects, and the trading price of its common stock.
There may be future dilution of our common stock, which could adversely affect the market price of shares of our common
stock.
We are not restricted from issuing additional shares of our common stock out of our authorized capital. In the future, we may
issue shares of our common stock to raise cash for future activities, acquisitions or other purposes. We may also acquire interests in
other companies by using a combination of cash and shares of our common stock or only shares. We may also issue securities
convertible into, or exchangeable for, or that represent the right to receive, shares of our common stock. Any of these events may
dilute the ownership interests of our stockholders, reduce our net income per share or have an adverse effect on the price of shares of
our common stock.
Sales of a substantial amount of shares of our common stock in the public market could adversely affect the market price of
our shares.
Sales of a substantial amount of shares of our common stock in the public market or grants to our directors and officers under
the Amended and Restated Antero Midstream Corporation Long Term Incentive Plan (“AM LTIP”), or the perception that these sales
or grants may occur, could reduce the market price of shares of our common stock. All of the shares of our common stock are freely
tradable without restriction or further registration under the Securities Act, unless the shares are held by any of our “affiliates” as such
term is defined in Rule 144 under the Securities Act. In addition, we are party to a registration rights agreement with Antero
Resources, certain members of management and certain funds affiliated with Yorktown, pursuant to which we agreed to register the
resale of shares of our common stock issued or paid to them in the transactions that occurred pursuant to the Simplification
Agreement, dated as of October 9, 2018. We cannot predict the size of future issuances of our common stock or securities convertible
into our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market
price of our common stock.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability
to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court
of Chancery of the State of Delaware (the “Court of Chancery”) will, to the fullest extent permitted by applicable law, be the sole and
exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of
breach of a fiduciary duty owed by any of our current or former directors, officers, stockholders, employees or agents to us or our
stockholders, (iii) any action or proceeding asserting a claim arising pursuant to any provision of the DGCL, our certificate of
incorporation or our bylaws as to which the DGCL confers jurisdiction on the Court of Chancery or (iv) any action or proceeding
asserting a claim against us governed by the internal affairs doctrine, in each such case subject to the Court of Chancery having
personal jurisdiction over the indispensable parties named as defendants therein. The foregoing provision does not apply to claims
under the Securities Act, the Exchange Act or any claim for which the U.S. federal courts have exclusive jurisdiction. Furthermore, if
the Court of Chancery lacks subject matter jurisdiction for any such matter, any state or federal court located within Delaware will be
the sole and exclusive forum for that matter. Any person or entity purchasing or otherwise acquiring or holding any interest in shares
of our capital stock will be deemed to have notice of, and consented to, the provisions of certificate of incorporation described in the
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preceding sentence. This choice of forum provision may limit our stockholder’s ability to bring a claim in a judicial forum that it finds
favorable for disputes with it or its directors, officers, employees or agents, which may discourage such lawsuits against us and such
persons. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in
respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such
matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.
We may issue preferred stock, which may have terms that could adversely affect the voting power or value of our common
stock.
Our certificate of incorporation authorizes our Board to issue, without the approval of our stockholders, one or more classes
or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our
common stock respecting dividends and distributions, as our Board may determine. The terms of one or more classes or series of our
preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of a
class or series of our preferred stock the right to elect some number of our directors in all events or on the happening of specified
events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might
assign to holders of our preferred stock could affect the residual value of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Processes for Assessing, Identifying and Managing Cybersecurity Risks
We are continuously assessing and adopting new processes, systems and resources in an effort to make our business safer
from cybersecurity threats. We depend on digital technology in many areas of our business and operations, including, but not limited
to, our gathering and compression and water handling services, processing and recording financial and operating data, oversight and
analysis of our operations and communications with the employees supporting our operations and our customers and service
providers. We also collect and store sensitive data in the ordinary course of our business, including certain personally identifiable
information and proprietary information for our business and that of our customers, suppliers, investors and other stakeholders.
Attacks on our assets or security breaches in our systems or infrastructure could lead to the corruption, loss or unauthorized
use of such data, delays in production or delivery of our production to customers, difficulty in completing and settling transactions,
challenges in maintaining our books and records, environmental damage, communication interruptions or other operational
disruptions. We seek to address these risks by safeguarding assets, data and operations through the cybersecurity risk management
processes described below:
Risk Assessments
We assess our systems, networks and data infrastructure to identify potential cybersecurity threats and vulnerabilities via
continuous automated processes that are complemented by manual processes that are executed on both a routine and ad hoc basis.
These processes are designed to prevent, detect and investigate activities and events that could pose a cybersecurity risk or threat to us,
and include, but are not limited to, monitoring and evaluating cybersecurity intelligence information published or provided by certain
United States federal government agencies as well as private cybersecurity groups. Our risk assessment processes are conducted,
monitored and reviewed by our security and compliance team as well as third-party consultants. In addition, we perform
cybersecurity tabletop exercises with our information technology (“IT”) department throughout the year. We also engage a third-party
consultant to conduct an annual penetration test of our systems, networks and data infrastructure to complement our risk assessment
processes and activities. These risk assessments help evaluate the likelihood and potential impact of cybersecurity incidents.
Our Vice President – IT oversees these risk assessments and meets regularly with the security and compliance team to review
cybersecurity risks and threats, and also participates in our enterprise risk management process. In addition, the Company engages
several third-party consultants in connection with the risk assessments, and we have established separate processes and procedures to
oversee and identify cybersecurity risks associated with third parties. All third parties involved in our cybersecurity risk assessments
are required to provide reports designed to allow us to monitor and assess such third parties’ security controls.
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We monitor and manage our cybersecurity risk and threat exposure through prioritized remediation efforts. Any
cybersecurity risk or threat that requires corrective action is managed by our security and compliance team together with certain
business partners and IT specialists, as deemed necessary. Potential solutions are assessed in alignment with risk, business and
cybersecurity priorities and our controls and security architecture. Plans to remediate cybersecurity risks are approved and monitored
regularly for completion.
Incident Identification and Response
We have implemented a monitoring and detection system, with oversight from our Vice President – IT to help promptly
identify cybersecurity incidents. In the event of any breach or cybersecurity incident, we have a formal incident response plan
designed to provide for immediate action to contain the incident, mitigate the impact and restore normal operations efficiently.
Cybersecurity Training and Awareness
We train our users throughout the year using a wide variety of methods on cybersecurity-related topics, including how to
identify and report potential social engineering including phishing through emails, text messages and phone calls. Formal training on
cybersecurity practices begins when an employee is hired and is re-administered annually. We also require third-party contractors
with access to our systems be trained on these topics. In addition, special training is held both formally and informally for groups that
entail higher threat risks.
Policies
Our IT polices are designed to address and manage all aspects of our IT environment, including cybersecurity, and we review
and update our policies regularly as part of our risk management processes. We deploy both an internal Protection of Personal
Identifiable Information Policy and a publicly available Privacy Notice to help us understand and respect the privacy of the individuals
whose data we have custody over. We monitor our data collection practices, policies and notices in an effort to comply with the
evolving nature of applicable data privacy and security laws.
Our cybersecurity risk management processes are integrated into our enterprise risk management program. Cybersecurity
threats are understood to be dynamic and intersect with various other enterprise risks. As such, cybersecurity is considered to be an
important component of our enterprise risk management approach. Our cybersecurity strategies are based on standard cybersecurity
frameworks, including the National Institute of Standards and Technology and the International Organization for Standardization.
Board of Directors’ Oversight of Cybersecurity Risks and Management’s Role in Assessing and Responding to Cybersecurity
Risks
Cybersecurity risks are overseen at the board level through the Audit Committee. Our Vice President – IT, together with the
security and compliance team, is responsible for the monitoring, assessment and management of cybersecurity risk, and seeks to
maintain the security and continuity of our operations. Our Vice President – IT oversees the Company’s cybersecurity strategy,
cybersecurity and data privacy policies, measures and controls, and Board of Directors and Audit Committee communications on
cybersecurity matters. Our Vice President – IT regularly briefs senior management, the Board of Directors and the Audit Committee
on cybersecurity issues as part of our overall enterprise risk management program, including quarterly updates to the Audit
Committee, which may include information regarding our exposure to privacy and cybersecurity risks, plans and activities to monitor
and mitigate privacy and cybersecurity risks, IT governance policies and programs, including our cybersecurity incident response
plan, and legislative and regulatory developments that could impact our privacy and cybersecurity risks. Additionally, our Vice
President – Risk Management oversees our enterprise risk management process and apprises the Audit Committee and our Board of
Directors of all significant risks facing the Company, including cybersecurity risks.
Our Vice President – IT, Biren Kumar, has more than 17 years of experience serving as a Chief Information Officer (“CIO”)
or similar role, which included responsibility for managing cybersecurity risk. Mr. Kumar was named Vice President – IT in 2024.
Prior to joining Antero, he served as the CIO for several companies, including Dynegy Inc. from 2005 to 2011, Rockwater Energy
Solutions Inc. from 2011 to 2014, KLX Inc. from 2014 to 2018 and KLX Energy Services Holdings, Inc. from 2018 to 2021. Mr.
Kumar holds a Bachelor of Business Administration in Management Information Systems and a Master of Business Administration
from the University of Houston.
Impact of Risks from Cybersecurity Threats
The energy industry’s growing reliance on information technology and operational technology to support critical operations,
such as energy distribution and management activities, has made it more susceptible to cybersecurity incidents. As a result, the global
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rise of cybersecurity incidents, whether from intentional attacks or accidental events, poses a significant challenge to our industry. As
cybersecurity threats continue to evolve in complexity and scale, it remains an ongoing and increasingly difficult task for the industry
to prevent, detect, mitigate, and remediate these incidents.
As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity threats, including as a result of
any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us. However, we
acknowledge that cybersecurity threats are continually evolving, and the possibility of future discovery of cybersecurity incidents
remains. Please see “Item 1A. Risk Factors” for additional information about cybersecurity risks. Despite the implementation of our
cybersecurity programs, our security measures cannot guarantee that a cyberattack with significant impact will not occur. A
successful attack on our IT systems could have significant consequences to the business. While we devote resources to our security
measures to protect our systems and information, these measures cannot provide absolute security. See “Item 1A. Risk Factors” for
additional information about the risks to our business associated with a breach or compromise to our information technology systems.
ITEM 3. LEGAL PROCEEDINGS
Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any
given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business.
We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our
insurance advisors and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be
adequate to protect us from all material expenses related to potential future claims for personal and property damage or that these
levels of insurance will be available in the future at economical prices.
See Note 16—Contingencies to our consolidated financial statements for additional information.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Common Stock
We have one class of common equity outstanding, our common stock, par value $0.01 per share. Our common stock is listed
on the New York Stock Exchange and traded under the symbol “AM.” On February 6, 2026, shares of our common stock were held
by 53 holders of record. The number of holders does not include the holders for whom shares of our common stock are held in a
“nominee” or “street” name. In addition, as of February 6, 2026, Antero Resources and its subsidiaries owned 139,172,515 shares of
our common stock, which represented a 29% interest in us.
Issuer Purchases of Equity Securities
The following table sets forth our common stock share purchase activity for each period presented:
Period
October 1, 2025 – October 31, 2025
November 1, 2025 – November 30, 2025
December 1, 2025 – December 31, 2025
Total
Total Number
Average Price
of Shares
Purchased (1)
736,197
1,074,617
922,173
2,732,987
$
$
Paid per
Share
18.04
17.68
17.94
17.86
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
$
736,197
1,046,012
922,173
2,704,382
Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Plan
($ in thousands)
371,362
352,870
336,329
(1) The total number of shares purchased includes shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the
vesting of equity-based awards held by our employees.
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Dividends
On January 14, 2026, the Board declared an aggregate cash dividend on the shares of our common stock of $0.2250 per share
for the quarter ended December 31, 2025. The dividend was paid on February 11, 2026 to stockholders of record as of January 28,
2026.
The Board also declared a cash dividend of $137,500 on shares of our Series A Non-Voting Perpetual Preferred Stock, par
value $0.01 (the “Series A Preferred Stock”), that will be paid on February 17, 2026 in accordance with the terms of the Series A
Preferred Stock, which are discussed in Note 13—Equity and Net Income Per Common Share to our consolidated financial statements.
As of December 31, 2025, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock.
The amount and timing of future payment of cash dividends on our common stock, if any, is within the discretion of the
Board and will depend on our earnings, capital requirements, financial condition and other relevant factors.
Share Repurchase Program
On February 13, 2024, our Board of Directors authorized a share repurchase program that allows us to repurchase up to
$500 million of shares of our outstanding common stock. During the year ended December 31, 2025, we repurchased and retired
approximately 8 million shares of our common stock through our share repurchase program for a total cost of $135 million. As of
December 31, 2025, there was $336 million remaining 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. The 1% U.S. federal excise tax on certain repurchases
of stock by publicly traded U.S. corporations enacted as part of the IRA 2022 applies to our share repurchase program.
Stock Performance Graph
The graph below shows the cumulative total shareholder return assuming the investment of $100 on December 31, 2020 in
(i) our common stock (assuming reinvestment of dividends), (ii) the Standard & Poor’s 500 (“S&P 500”) Index and (iii) the Alerian
Midstream Energy (“AMNA”) Index. We believe the AMNA Index is meaningful because it is an independent, objective view of the
performance of similarly-sized midstream energy companies.
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The information in this Form 10-K appearing under the heading “Stock Performance Graph” is being “furnished” pursuant to
Item 2.01(e) of Regulation S-K under the Securities Act and shall not be deemed to be “soliciting material” or “filed” with the SEC or
subject to Regulation 14A or 14C, other than as provided in Item 2.01(e) of Regulation S-K, or to the liabilities of Section 18 of the
Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act except
to the extent that we specifically request that it be treated as such.
ITEM 6. RESERVED
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with
our consolidated financial statements and related notes included elsewhere in this report. The information provided below
supplements, but does not form part of, our consolidated financial statements. This discussion contains forward-looking statements
that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual
results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be
in the control of management. For further information on items that could impact our future operating performance or financial
condition, see “Item 1A. Risk Factors.” and the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”
We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable
law.
Overview
We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets to
primarily service Antero Resources’ production and completion activity. We believe that our strategically located assets and our
relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Appalachian Basin
and present opportunities to expand our midstream services to other operators in the Appalachian Basin. Our assets consist of
gathering pipelines, compressor stations and interests in processing and fractionation plants that collect and process production from
the Appalachian Basin in West Virginia and Ohio. Our assets also include two independent water handling systems that deliver water
from the Ohio River and several regional waterways. These water handling systems consist of permanent buried pipelines, surface
pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments. Portions of these water
handling systems are also utilized to transport flowback and produced water. These services are provided by us directly or through
third-parties with which we contract.
Acquisition and Divestiture
HG Acquisition
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 includes
gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia. Pursuant to the same
agreement, Antero Resources agreed to acquire 100% of the issued and outstanding equity interests of HG Production for total cash
consideration of $2.8 billion, subject to the terms and conditions thereof. The HG Upstream Acquisition includes approximately
385,000 net acres in the core of the Marcellus Shale in West Virginia. These acquisitions closed on February 3, 2026. The HG
Acquisition was funded with net proceeds of the 2034 Notes (as defined below), borrowing under the Credit Facility and restricted
cash. See Note 3—Transactions to our consolidated financial statements for additional information. We intend to make certain
modifications to our existing commercial arrangements with Antero Resources to provide for on-pad compression with respect to
certain wells and to provide a transition period through 2026 before certain water services would be provided under the existing
agreements with Antero Resources.
Utica Shale Divestiture
On December 5, 2025, we entered into the Utica Shale PSA with the Buyer Parties to sell substantially all of our Utica Shale
Property and Equipment in Ohio, for aggregate cash consideration of $400 million, subject to the terms and conditions thereof. The
Utica Shale Property and Equipment includes 118 miles of gathering pipelines, 0.7 Bcfe/d of compression capacity, 85 miles of water
pipelines and 12 water impoundments with storage capacity of approximately 2 million barrels. The Utica Shale Divestiture is
expected to close in February 2026, subject to the satisfaction of certain customary closing conditions. The net proceeds from the
Utica Shale Divestiture are expected to be used for the repayment of long-term debt. See Note 3—Transactions to our consolidated
financial statements for additional information.
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Financing Highlights
Senior Notes
Issuance of 2033 Notes
On September 22, 2025, we issued $650 million in aggregate principal amount of 5.75% senior notes due October 15, 2033
(the “2033 Notes”) at par. The 2033 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value
of the collateral securing the Credit Facility. The 2033 Notes rank pari passu to our other outstanding senior notes and are guaranteed
on a full and unconditional and joint and several senior unsecured basis by our wholly owned subsidiaries and certain of our future
restricted subsidiaries. The net proceeds from this offering were used to redeem the 2027 Notes. See Note 9—Long-Term Debt to our
consolidated financial statements for additional information.
Issuance of 2034 Notes
On December 23, 2025, we issued $600 million in aggregate principal amount of 5.75% senior notes due July 1, 2034 (the
“2034 Notes”). The 2034 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the
collateral securing the Credit Facility. The 2034 Notes rank pari passu to our other outstanding senior notes and are guaranteed on a
full and unconditional and joint and several senior unsecured basis by our wholly owned subsidiaries and certain of our future
restricted subsidiaries. The net proceeds from this offering were used to partially fund the HG Acquisition. See Note 3—Transactions
and Note 9—Long-Term Debt to our consolidated financial statements for additional information.
Redemption of 2027 Notes
During the year ended December 31, 2025, we redeemed $650 million aggregate principal amount of our 5.75% senior notes
due March 1, 2027 (the “2027 Notes”) at par, plus accrued and unpaid interest. The 2027 Notes were retired as of September 23,
2025. See Note 9—Long-Term Debt to our consolidated financial statements for additional information.
Share Repurchase Program
Through our share repurchase program, during the year ended December 31, 2025, we repurchased and retired approximately
8 million shares of our common stock for a total cost of $135 million. As of December 31, 2025, we have approximately $336 million
of capacity remaining 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.
Market Conditions and Business Trends
Commodity Markets
Benchmark prices for natural gas and ethane increased significantly, while benchmark prices for C3+ NGL’s and oil
decreased during the year ended December 31, 2025 as compared to the year ended December 31, 2024. 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.
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Economic Indicators
The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand
outpaced supplies beginning in 2021 and continuing through 2024. In order to manage the inflation risk present in the United States’
economy, the Federal Reserve utilized monetary policy in the form of interest rate increases beginning in 2022 in an effort to bring the
inflation rate in line with its stated goal of 2% on a long-term basis. Between 2022 and 2023, the Federal Reserve increased the
federal funds interest rate by 5.25%. During the second half of 2024, inflation rates began to approach the Federal Reserve’s stated
goal of 2%, and the Federal Reserve decreased the federal funds rate by 1.75% in 2024 and 2025. While inflationary pressures in the
United States’ economy have begun to subside, it is uncertain what impact recent tariff activity by the United States and foreign
governments will have on inflation.
The economy also continues to be impacted by global events. These events have often caused global supply chain
disruptions with additional pressure due to trade sanctions, tariffs, other global trade restrictions and conflicts, including those in the
Middle East, Iran and Venezuela, among others. While neither our nor Antero Resources’ supply chain has experienced any
significant interruptions due to such events, there can be no assurance that we will not experience interruptions in the future.
Inflationary pressures and supply chain disruptions could result in further increases to our operating and capital costs that are
not fixed. However, our gathering and compression and water agreements provide for annual CPI-based adjustments that mitigate a
portion of such inflationary pressures.
These economic variables are beyond our control and may adversely impact our business, financial condition, results of
operations and future cash flows.
Sources of Our Revenues
The following items are the primary components of our revenues:
• Gathering and Processing. Our low pressure gathering, compression and high pressure gathering services support
production operations for Antero Resources. Our gathering and processing revenues are driven by the volumes of
natural gas we gather and compress. We receive a low pressure gathering fee per Mcf, a compression fee per Mcf and a
high pressure gathering fee per Mcf, as applicable, substantially all of which are subject to annual CPI-based
adjustments. Additionally, our gathering and compression agreements provide for certain minimum volume
commitments for gathering and compression services that run to 2035. Pursuant to our long-term contracts with Antero
Resources, we have secured long-term dedications covering substantially all of Antero Resources’ current and future
acreage for gathering and compression services. Our gathering and compression operations are substantially dependent
upon natural gas production from Antero Resources’ upstream activity in its areas of operation. In addition, there is a
natural decline in production from existing wells that are connected to our gathering systems. Although we expect that
Antero Resources will continue to devote substantial resources to the development of oil and gas reserves, we have no
control over this activity and Antero Resources has the ability to reduce or curtail such development at its discretion.
See Note 6—Revenue to our consolidated financial statements for additional information on our gathering and
compression agreements.
• Water Handling. Our fresh water delivery systems and other fluid handling services support well completion and
production operations for Antero Resources. These services are provided by us directly or through third-parties with
which we contract. Our water handling revenues are driven by quantities of fresh water delivered to our customers to
support their well completion operations and produced water transported, blended and/or disposed. We receive a fixed
fee for all fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. Our other
fluid handling services include wastewater handling, blending and high-rate transfer services. For other fluid handling
services provided by us, we charge Antero Resources a cost of service fee. For other fluid handling services provided by
third parties, we charge Antero Resources a fee based on our third-party out-of-pocket costs plus 3%. We have a long-
term water services agreement covering Antero Resources’ approximately 566,000 gross acres in West Virginia and
Ohio, with a right of first offer on all future areas of operation. The initial term of the water services agreement runs to
2035. Our water handling operations are substantially dependent upon the number of wells drilled and completed by
Antero Resources, as well as Antero Resources’ production. As of December 31, 2025, Antero Resources had disclosed
estimated net proved reserves of 19.1 Tcfe, of which 61% was natural gas, 38% were NGLs and 1% was oil. Antero
Resources’ has a vast drilling inventory of horizontal well locations in the Appalachian Basin, all of which are on
acreage dedicated to us, providing us with significant opportunity for future capital investments as Antero Resources’
drilling program continues. See Note 6—Revenue to our consolidated financial statements for additional information on
our water services agreement.
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Principal Components of Our Cost Structure
The following items are the primary components of our operating expenses:
• Direct Operating. We seek to maximize the profitability of our operations in part by minimizing, to the extent
appropriate, expenses directly tied to operating and maintaining our assets. We schedule and conduct preventative
maintenance over time to avoid significant variability in our direct operating expense and minimize the impact on our
cash flow. Gathering and compression operating costs consist primarily of labor, water disposal, pigging, fuel,
monitoring, repair and maintenance, utilities and contract services. Gathering and compression operating costs vary with
the miles of pipeline and number of compressor stations in our gathering and compression system. Fresh water operating
expenses consist primarily of labor, pigging, monitoring, repair and maintenance and contract services. Fresh water
operating costs vary with the miles of pipeline, number of pumping stations and number of well completions in the
Appalachian Basin for which we deliver fresh water and number of impoundments in our water system. Other fluid
handling costs relate to contract services performed by us and third parties. Our other fluid handling costs consist of
labor, monitoring and repair and maintenance costs. The other primary drivers of our direct operating expense include
maintenance and contract services, regulatory and compliance expense and ad valorem taxes.
• General and Administrative. Our general and administrative expenses include direct charges incurred by us and costs
charged by Antero Resources. These costs relate to: (i) various business services, including payroll processing, accounts
payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury,
information technology and human resources and (iii) compensation, including certain equity-based compensation.
These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a
combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor
costs, as applicable. Management believes these allocation methodologies are reasonable. Equity-based compensation
includes costs related to the AM LTIP.
• Depreciation. Depreciation consists of our estimate of the decrease in value of the assets capitalized in property and
equipment as a result of using the assets throughout the applicable year. Depreciation is computed over the asset’s
estimated useful life using the straight-line basis. See Note 7—Property and Equipment to our consolidated financial
statements for additional information on our asset classes and estimated lives of our assets.
•
•
•
Impairment. We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the
related carrying values of the assets may not be recoverable. If the carrying values of the assets are deemed not
recoverable, the carrying values are reduced to their estimated fair value.
Interest. We have typically financed a portion of our cash requirements with borrowings under our Credit Facility and
with senior unsecured notes. Our interest expense also includes amortization of deferred financing costs incurred in
connection with our Credit Facility and senior notes and amortization of senior notes premiums. See Note 9—Long-
Term Debt to our consolidated financial statements for additional information on our debt agreements.
Income tax expense. We are subject to state and U.S. federal income taxes but are currently not in a material cash tax
paying position with respect to state and U.S. federal income taxes. The difference between our financial statement
income tax expense and our current U.S. federal income tax liability is primarily due to the differences in the tax and
financial statement treatment of our investment in Antero Midstream Partners. We have recorded deferred income tax
expense to the extent our deferred income tax liabilities exceed our deferred income tax assets. Our deferred income tax
assets result primarily from net operating loss carryforwards. As of December 31, 2025, we had U.S. federal NOL
carryforwards of $557 million and state NOL carryforwards of $406 million. The Company currently considers all of its
deferred income tax assets, except for those related to charitable contributions, realizable. The amount of deferred
income tax assets considered realizable, however, could change as we generate taxable income or as estimates of future
taxable income are reduced. See Note 8—Income Taxes to our consolidated financial statements for additional
information on our deferred income tax position and income tax expense.
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Results of Operations
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 compressor stations 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) two independent systems that deliver 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 consolidated financial statements for
additional information.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2025
The operating results of our reportable segments are as follows:
(in thousands)
Revenues:
Year Ended December 31, 2024
Gathering and Water
Consolidated
Processing
Handling
Unallocated (1)
Total
Revenue–Antero Resources
Revenue–third-party
Amortization of customer relationships
Total revenues
Operating expenses:
Direct operating
General and administrative (excluding equity-based
$
926,063
—
(37,086)
888,977
248,858
1,944
(33,586)
217,216
103,053
114,923
compensation)
Equity-based compensation
Facility idling
Depreciation
Impairment of property and equipment
Other operating expense
Total operating expenses
Operating income
Other income (expense):
Interest expense, net
Equity in earnings of unconsolidated affiliates
Loss on early extinguishment of debt
Total other income (expense)
Income before income taxes
Income tax expense
Net income and comprehensive income
$
28,814
35,535
—
84,398
332
—
252,132
636,845
—
110,573
—
110,573
747,418
—
747,418
8,279
7,800
1,721
55,602
—
912
189,237
27,979
—
—
—
—
27,979
—
27,979
—
—
—
—
—
4,661
997
—
—
—
—
5,658
(5,658)
(207,027)
—
(14,091)
(221,118)
(226,776)
(147,729)
(374,505)
1,174,921
1,944
(70,672)
1,106,193
217,976
41,754
44,332
1,721
140,000
332
912
447,027
659,166
(207,027)
110,573
(14,091)
(110,545)
548,621
(147,729)
400,892
(1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.
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(in thousands)
Revenues:
Year Ended December 31, 2025
Gathering and Water
Processing
Handling
Unallocated (1)
Total
Consolidated
Revenue–Antero Resources
Revenue–third-party
Amortization of customer relationships
Total revenues
Operating expenses:
Direct operating
General and administrative (excluding equity-based
$
987,284
—
(37,086)
950,198
269,399
2,415
(33,586)
238,228
107,846
124,064
compensation)
Equity-based compensation
Facility idling
Depreciation
Impairment of property and equipment
Loss on long-lived assets
Other operating expense, net
Total operating expenses
Operating income
Other income (expense):
Interest expense, net
Equity in earnings of unconsolidated affiliates
Loss on early extinguishment of debt
Transaction expense
Total other income (expense)
Income before income taxes
Income tax expense
Net income and comprehensive income
$
21,394
30,025
—
76,559
—
82,960
—
318,784
631,414
—
116,439
—
—
116,439
747,853
—
747,853
14,879
14,789
1,801
57,751
984
3,666
192
218,126
20,102
—
—
—
—
—
20,102
—
20,102
—
—
—
—
—
5,703
1,144
—
—
—
—
—
6,847
(6,847)
(190,404)
—
(1,313)
(5,195)
(196,912)
(203,759)
(151,033)
(354,792)
1,256,683
2,415
(70,672)
1,188,426
231,910
41,976
45,958
1,801
134,310
984
86,626
192
543,757
644,669
(190,404)
116,439
(1,313)
(5,195)
(80,473)
564,196
(151,033)
413,163
(1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.
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The operating data for Antero Midstream is as follows:
Year Ended December 31,
Amount of
Increase
Percentage
Operating Data:
Gathering—low pressure (MMcf)
Compression (MMcf)
Gathering—high pressure (MMcf)
Fresh water delivery (MBbl)
Other fluid handling (MBbl)
Wells serviced by fresh water delivery
Gathering—low pressure (MMcf/d)
Compression (MMcf/d)
Gathering—high pressure (MMcf/d)
Fresh water delivery (MBbl/d)
Other fluid handling (MBbl/d)
Average Realized Fees(1):
Average gathering—low pressure fee ($/Mcf)
Average compression fee ($/Mcf)
Average gathering—high pressure fee ($/Mcf)
Average fresh water delivery fee ($/Bbl)
Joint Venture Operating Data:
Processing—Joint Venture (MMcf)
Fractionation—Joint Venture (MBbl)
Processing—Joint Venture (MMcf/d)
Fractionation—Joint Venture (MBbl/d)
2024
2025
or Decrease Change
1,199,804
1,193,306
1,102,673
34,626
19,615
61
3,278
3,260
3,013
95
54
1,247,889
1,243,205
1,158,138
35,342
20,837
75
3,419
3,406
3,173
97
57
$
$
$
$
0.36
0.21
0.22
4.31
0.36
0.22
0.23
4.37
588,583
14,640
1,608
40
615,688
14,600
1,687
40
48,085
49,899
55,465
716
1,222
14
141
146
160
2
3
—
0.01
0.01
0.06
27,105
(40)
79
—
4 %
4 %
5 %
2 %
6 %
23 %
4 %
4 %
5 %
2 %
6 %
*
5 %
5 %
1 %
5 %
*
5 %
*
Not meaningful or applicable.
*
(1) The average realized fees for the year ended December 31, 2025 include annual CPI-based adjustments of approximately 1.6%.
Revenues. Total revenues increased by 7%, from $1.1 billion for the year ended December 31, 2024, to $1.2 billion for the
year ended December 31, 2025. Total revenues included amortization of customer relationships of $71 million for each of the years
ended December 31, 2024 and 2025. Gathering and processing revenues increased by 7%, from $889 million for the year ended
December 31, 2024 to $950 million for the year ended December 31, 2025. Water handling revenues increased by 10%, from
$217 million for the year ended December 31, 2024 to $238 million for the year ended December 31, 2025. These fluctuations
primarily resulted from the following:
Gathering and Processing
• Low pressure gathering revenue increased $24 million period over period primarily due to increased throughput volumes of
48 Bcf, or 141 MMcf/d, and increased low pressure gathering rates as a result of annual CPI-based adjustments. Low
pressure gathering volumes increased between periods primarily due to 78 additional wells being connected to our system
since December 31, 2024, partially offset by natural production decline of the wells connected to our system between
periods.
• Compression revenue increased $16 million period over period primarily due to increased throughput volumes of 50 Bcf,
or 146 MMcf/d, and increased compression rates as a result of annual CPI-based adjustments. Compression volumes
increased between periods primarily due to 78 additional wells being connected to our system since December 31, 2024,
partially offset by natural production decline of the wells connected to our system between periods.
• High pressure gathering revenue increased $21 million period over period primarily due to increased throughput volumes
of 55 Bcf, or 160 MMcf/d, and increased high pressure gathering rates as a result of annual CPI-based adjustments. High
pressure gathering volumes increased between periods primarily due to 78 additional wells being connected to our system
since December 31, 2024, partially offset by natural production decline of the wells connected to our system between
periods.
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Water Handling
• Fresh water delivery revenue increased $5 million period over period primarily due to increased fresh water delivery
volumes of 1 MMBbl, or 2 MBbl/d, and an increase to the fresh water delivery rate as a result of an annual CPI-based
adjustment. Fresh water delivery volumes increased between periods due to the increase in wells serviced by our fresh
water delivery system as a result of the timing of well completions by Antero Resources.
• Other fluid handling services revenue increased $16 million period over period primarily due to increased other fluid
handling volumes of 1 MMBbl, or 3 MBbl/d, as a result of higher wastewater trucking and blending volumes, as well as
higher costs that are billed at cost plus 3% and blending cost of service fees between periods.
Direct operating expenses. Direct operating expenses increased by 6%, from $218 million for the year ended December 31,
2024 to $232 million for the year ended December 31, 2025. Gathering and processing direct operating expenses increased by 5%
from $103 million for the year ended December 31, 2024 to $108 million for the year ended December 31, 2025 primarily due to
increased gathering and compression volumes, higher costs for the two compressor stations and 48 miles of high pressure gathering
lines acquired during the second quarter of 2024 and increased heavy maintenance expense between periods. Water handling direct
operating expenses increased by 8%, from $115 million for the year ended December 31, 2024 to $124 million for the year ended
December 31, 2025 primarily due to increased other fluid handling volumes, higher wastewater trucking and disposal costs, and
increased blending costs between periods.
General and administrative (excluding equity-based compensation) expenses. General and administrative expenses
(excluding equity-based compensation expense) remained consistent at $42 million for the year ended December 31, 2024 and 2025,
respectively.
Equity-based compensation expenses. Equity-based compensation expenses remained relatively consistent at $44 million and
$46 million for the year ended December 31, 2024 and 2025, respectively. See Note 11—Equity-Based Compensation to our
consolidated financial statements for additional information.
Depreciation expense. Depreciation expense decreased by 4%, from $140 million for the year ended December 31, 2024 to
$134 million for the year ended December 31, 2025 primarily due to lower depreciation expense of $11 million related to our program
to repurpose underutilized compressor units to expand existing or construct new compressor stations between periods, partially offset
by depreciation expense of $4 million related to assets placed in service between periods and higher depreciation expense of $1
million for our assets acquired during the second quarter of 2024.
Loss on long-lived assets. During the year ended December 31, 2025, we recognized a loss on long-lived assets of $87
million related to the write-down of our Utica Shale net assets held for sale to the cash consideration expected to be received in the
Utica Shale Divestiture less costs to sell. There was no loss on long-lived assets during the year ended December 31, 2024. See Note
3—Transactions to our consolidated financial statements for additional information.
Interest expense. Interest expense decreased by 8%, from $207 million for the year ended December 31, 2024 to $190
million for the year ended December 31, 2025 primarily due to lower interest expense on our senior notes due to the repurchase and
redemption of the 7.875% senior notes due May 15, 2026 (the “2026 Notes”) during the year ended December 31, 2024, and the
redemption of the 2027 Notes during the year ended December 31, 2025, as well as lower interest rates on our Credit Facility between
periods, partially offset by the issuances of the 6.625% senior notes due February 1, 2032 (the “2032 Notes”), 2033 Notes and 2034
Notes and higher average borrowing on our Credit Facility between periods. See Note 9—Long-Term Debt to our consolidated
financial statements for additional information.
Equity in earnings of unconsolidated affiliates. Equity in earnings in unconsolidated affiliates increased by 5%, from
$111 million for the year ended December 31, 2024 to $116 million for the year ended December 31, 2025 primarily due to increased
processing volumes and higher processing and fractionation fees as a result of annual CPI-based adjustments between periods.
Loss on early extinguishment of debt. During the year ended December 31, 2024, we recognized a loss on early
extinguishment of debt of $14 million related to the premium paid to repurchase or otherwise fully redeem all of our 2026 Notes at a
weighted average premium of 101.975% of the principal amount thereof, plus accrued and unpaid interest, as well as the write-off of
unamortized deferred financing costs. During the year ended December 31, 2025, we recognized a loss on early extinguishment of
debt of $1 million related to the write-off of unamortized deferred financing costs and premium attributable to our 2027 Notes that
were fully redeemed at par, plus accrued and unpaid interest. See Note 9—Long-Term Debt to our consolidated financial statements
for additional information.
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Table of Contents
Transaction expense. During the year ended December 31, 2025, we incurred $5 million of transaction expense related to the
HG Acquisition. There were no transaction expenses during the year ended December 31, 2024. See Note 3—Transactions to our
consolidated financial statements for additional information.
Income tax expense. Income tax expense increased by 2%, from $148 million for the year ended December 31, 2024 to
$151 million for the year ended December 31, 2025, which reflects effective tax rates of 26.9% and 26.8%, respectively. This income
tax expense increase was primarily due to higher income before income taxes between periods. See Note 8—Income Taxes to our
consolidated financial statement for additional information.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2024
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of
Operations” in our 2024 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31,
2023 compared to the year ended December 31, 2024.
Capital Resources and Liquidity
Sources and Uses of Cash
Capital resources and liquidity are provided by operating cash flows, available borrowings under our Credit Facility, our
Utica Shale Divestiture and capital market transactions. See Note 3—Transactions and Note 9—Long-Term Debt to our consolidated
financial statements for additional information. We expect that the combination of these capital resources will be adequate to meet
our working capital requirements, capital expenditures program and expected quarterly cash dividends for at least the next 12 months.
During the year ended December 31, 2025, we paid dividends of $0.90 per share, or a total of $439 million, to holders of our
common stock, as applicable, and we paid $550,000 of dividends on our Series A Preferred Stock. On January 14, 2026, the Board
declared a cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended December 31, 2025. The
dividend was paid on February 11, 2026 to stockholders of record as of January 28, 2026. Our Board also declared a cash dividend of
$137,500 on our Series A Preferred Stock that will be paid on February 17, 2026 in accordance with their terms. As of December 31,
2025, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock. See Note 12—Cash
Dividends and Note 13—Equity and Net Income Per Common Share to our consolidated financial statements for additional
information.
We expect our future cash requirements relating to working capital, capital expenditures, acquisitions and quarterly cash
dividends to our stockholders will be funded from cash flows internally generated from our operations, the net proceeds from the
offering of the 2034 Notes, proceeds from our Utica Shale Divestiture and borrowings under the Credit Facility.
As of December 31, 2025, we did not have any off-balance sheet arrangements.
Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2024 and 2025:
(in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Year Ended December 31,
2024
843,994
(242,733)
(601,327)
(66)
$
$
2025
932,464
(169,212)
(500,317)
262,935
Year Ended December 31, 2024 Compared to Year Ended December 31, 2025
Operating activities. Net cash provided by operating activities was $844 million and $932 million for the years ended
December 31, 2024 and 2025, respectively. This increase in cash flows provided by operating activities between periods was
primarily due to higher gathering and processing and water handling revenues and changes in working capital, partially offset by
increased direct operating expenses between periods.
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Table of Contents
Investing activities. Net cash flows used in investing activities was $243 million and $169 million for the years ended
December 31, 2024 and 2025, respectively. The decrease in cash flows used in investing activities between periods was primarily due
to our acquisition of gathering and compression assets during the second quarter of 2024 of $70 million, before closing adjustments,
and lower capital spending related to our gathering systems and facilities of $50 million, partially offset by higher capital spending on
our water handling systems of $40 million and additional investment in Stonewall of $4 million between periods. The decreased
capital spending for our gathering systems and facilities is primarily due to decreased high pressure pipeline projects of 7 miles in
West Virginia. The increased capital spending for our water handling systems is primarily due to increased surface pipeline projects
of 8 miles in West Virginia.
Financing activities. Net cash used in financing activities was $601 million and $500 million for the years ended
December 31, 2024 and 2025, respectively. The decrease in cash flows used in financing activities between periods was primarily due
to the issuance of our 2034 Notes of $600 million for the HG Acquisition, partially offset by increased net repayments on our Credit
Facility of $339 million, increased repurchases of common stock of $106 million, lower cash provided from the refinancing of our
2026 Notes with our 2032 Notes of $39 million and higher employee tax withholdings for the settlement of equity-based
compensation awards of $13 million.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2024
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Capital Resources
and Liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the cash flows for the
year ended December 31, 2023 compared to the year ended December 31, 2024.
Capital Investments
Our capital expenditures were as follows:
(in thousands)
Gathering systems and facilities
Water handling systems
Investments in unconsolidated affiliates
Total capital expenditures
Year Ended December 31,
2025
2024
$
$
131,920
27,011
2,393
161,324
91,115
80,937
6,653
178,705
On February 11, 2026, we announced a 2026 capital budget with a range of $190 million to $220 million. Our capital budget
reflects the closing of the HG Acquisition on February 3, 2026 and assumes the closing of the Utica Shale Divestiture during February
2026. Our capital budgets may be adjusted as business conditions warrant. We routinely monitor and adjust our capital expenditures
in response to changes in Antero Resources’ development plans, changes in prices, availability of financing, acquisition costs, industry
conditions, the timing of regulatory approvals, success or lack of success in Antero Resources’ drilling activities, contractual
obligations, internally generated cash flows and other factors both within and outside our control. Additionally, we monitor our
existing assets and look for opportunities to reuse or otherwise repurpose assets in an effort to optimize our capital efficiency.
Debt Agreements
We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases, open market purchases,
privately negotiated transactions or otherwise. Any such repurchases will depend on prevailing market conditions, our liquidity
requirements, contractual restrictions and other factors. We were in compliance with all covenants and ratios applicable to our debt
agreements as of December 31, 2024 and 2025. The amounts involved could be material. See Note 9—Long-Term Debt to our
consolidated financial statements for additional information.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements,
which have been prepared in accordance with GAAP. Any new accounting policies or updates to existing accounting policies as a
result of recently adopted accounting standards have been included in Note 2—Summary of Significant Accounting Policies to our
consolidated financial statements. The preparation of our consolidated financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent
liabilities. Accounting estimates and assumptions are considered to be critical if there is reasonable likelihood that materially different
amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates
and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to
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Table of Contents
be reasonable under the circumstances, the results of which form the basis for making judgments about the reported amounts in our
consolidated financial statements that are not readily apparent from other sources. Actual results may differ from these estimates and
assumptions used in preparation of our financial statements.
Property and Equipment
Property and equipment primarily consists of gathering pipelines, compressor stations and the water handling assets. We
evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the
assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future cash flow projections for the
assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated
fair values, which are calculated using the expected present value of future cash flows method. Significant assumptions used in the
cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements.
Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property
and equipment. Uncertainties that may impact these estimates of useful lives include, among others, changes in laws and regulations
relating to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions
and supply and demand for the Company’s services in the areas in which it operate. Historically, we have not experienced material
changes in our results of operations from revisions to the estimated useful lives or salvage values of our property and equipment.
However, these estimates are reviewed periodically and can be subject to revision as circumstances warrant. We believe that the
estimates and assumptions related to depreciation expense are critical because the assumptions used to estimate useful lives and
salvage values of property and equipment are susceptible to change as circumstances warrant. These assumptions affect depreciation
expense and, if changed, could have a material effect on the Company's results of operations and financial position.
Income Taxes
Income taxes are accounted for using the asset and liability approach. Under this approach, deferred income tax assets and
liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying
amounts of assets and liabilities and their respective tax basis. We record deferred income tax expense to the extent our deferred
income tax liabilities exceed our deferred income tax assets. We record a deferred income tax benefit to the extent our deferred
income tax assets exceed our deferred income tax liabilities. We are subject to state and U.S. federal income taxes, but are currently
not in a cash tax paying position with respect to U.S. federal income taxes.
We record a valuation allowance when we believe all or a portion of our deferred income tax assets will not be realized. In
assessing the realizability of our deferred income tax assets, management considers whether some portion or all of the deferred income
tax assets will be realized based on a more-likely-than-not standard of judgment. The ultimate realization of deferred income tax
assets is dependent upon our ability to generate future taxable income during the periods in which our deferred income tax assets are
deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax
planning strategies in making this assessment, estimates of which may be imprecise due to unforeseen future events or conditions
outside of our control, including changes in Antero Resources’ production or development plans or changes to tax laws and
regulations. The amount of deferred income tax assets considered realizable could change based upon the amounts of taxable income
actually generated, or as estimates of future taxable income change.
The calculation of deferred income tax assets and liabilities involves uncertainties in the application of complex tax laws and
regulations. We recognize in our financial statements those tax positions which we believe are more-likely-than-not to be sustained
upon examination by the IRS or state revenue authorities. We believe that the estimates and assumptions related to income taxes are
critical because the assumptions and estimates required to assess the likelihood that our deferred income tax assets will be recovered
from future taxable income, as well as the amount and timing of a valuation allowance on our deferred income tax assets is an exercise
in judgement and susceptible to change as circumstances warrant. These assumptions affect deferred income tax liability and income
tax expense and, if changed, could have a material effect on the Company's financial position and results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary objective of the following information is to provide forward-looking quantitative and qualitative information
about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in
commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather
indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our
ongoing market risk exposures.
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Commodity Price Risk
Our gathering and compression and water services agreements with Antero Resources provide for fixed-fee and cost of
service fee structures, and we intend to continue to pursue additional fixed-fee or cost of service fee opportunities with Antero
Resources and third parties in order to avoid direct commodity price exposure. However, to the extent that our future contractual
arrangements with Antero Resources or third parties do not provide for fixed-fee or cost of service fee structures, we may become
subject to commodity price risk. We are subject to commodity price risks to the extent that they impact Antero Resources’
development program and production and therefore our gathering, compression and water handling volumes. We cannot predict to
what extent our business would be impacted by lower commodity prices and any resulting impact on Antero Resources’ operations.
Interest Rate Risk
Our primary exposure to interest rate risk results from outstanding borrowings under the Credit Facility, which has a floating
interest rate. We do not currently, but may in the future, hedge the interest on portions of our borrowings under the Credit Facility
from time-to-time in order to manage risks associated with floating interest rates. As of December 31, 2025, we had no outstanding
borrowings or letters of credit under the Credit Facility. A 1.0% increase in the Credit Facility interest rate would have resulted in an
estimated $5 million increase in interest expense for the year ended December 31, 2025.
Credit Risk
We are dependent on Antero Resources as our primary customer, and we expect to derive substantially all of our revenues
from Antero Resources for the foreseeable future. As a result, any event, whether in our area of operations or otherwise, that
adversely affects Antero Resources’ production, drilling schedule, financial condition, leverage, market reputation, liquidity, results of
operations or cash flows may adversely affect our revenues and operating results.
Further, we are subject to the risk of non-payment or non-performance by Antero Resources, including with respect to our
gathering and compression and water handling services agreements. We cannot predict the extent to which Antero Resources’
business would be impacted if conditions in the energy industry were to deteriorate, nor can we estimate the impact such conditions
would have on Antero Resources’ ability to execute its drilling and development program or to perform under our agreements. Any
material non-payment or non-performance by Antero Resources could adversely affect our revenues and operating results and our
ability to return capital to stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Registered Public Accounting Firm, Consolidated Financial Statements and supplementary
financial data required for this Item are set forth beginning on page F-2 of this Annual Report on Form 10-K and are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act we have evaluated, under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the
end of the period covered by this annual report. Our disclosure controls and procedures are designed to provide reasonable assurance
that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to
our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure and is recorded, processed, summarized and reported, within the time periods specified in the rules and
forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our
disclosure controls and procedures were effective as of December 31, 2025 at a reasonable assurance level.
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Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. This system is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and
dispositions of the assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
our assets that could have a material effect on the financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable
assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal
controls over financial reporting may vary over time.
Under the supervision of, and with the participation of our management, including the Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework and criteria established in Internal Control—Integrated Framework in 2013, issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over
financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP,
an independent registered public accounting firm, as stated in their report which appears on page F-2 in this Annual Report on
Form 10-K.
ITEM 9B. OTHER INFORMATION
In connection with the HG Acquisition, we entered into a letter agreement with Antero Resources to, among other things,
allocate between the parties certain obligations, liabilities, costs and benefits under the purchase agreement relating to the HG
Acquisition and the buyer-side representations and warranties insurance policies. A copy of the Letter Arrangement is filed as Exhibit
10.28 hereto and is incorporated herein by reference.
On November 6, 2025, Michael N. Kennedy, our Chief Executive Officer and President and Director, adopted a “Rule 10b5-
1 trading arrangement,” as defined in Item 408(a) of Regulation S-K, that is intended to satisfy the affirmative defense of Rule 10b5-
1(c) for the sale of up to 100,000 shares of the Company’s common stock until December 31, 2026.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed
in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
Code of Ethics
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any
provision of our Corporate Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial
officer, principal accounting officer and other persons performing similar functions by posting such information in the “Governance”
subsection of our website at www.anteromidstream.com.
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed
in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed
in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed
in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered accounting firm is KPMG LLP, Denver, CO, Auditor Firm ID: 185.
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed
in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
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ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules
PART IV
The consolidated financial statements are listed on the Index to Financial Statements to this Annual Report on Form 10-K
beginning on page F-1.
(a)(3) Exhibits.
Exhibit
Number
2.1
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
Description of Exhibit
Simplification Agreement, dated as of October 9, 2018, by and among AMGP GP LLC, Antero Midstream GP
LP, Antero IDR Holdings LLC, Arkrose Midstream Preferred Co LLC, Arkrose Midstream NewCo Inc.,
Arkrose Midstream Merger Sub LLC, Antero Midstream Partners GP LLC and Antero Midstream Partners LP
(incorporated by reference to Exhibit 2.1 to Antero Midstream GP LP’s Current Report on Form 8-K
(Commission File No. 001-38075) filed on October 10, 2018).
Certificate of Conversion of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to
Exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on
March 12, 2019).
Certificate of Incorporation of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference
to Exhibit 3.3 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on
March 12, 2019).
Certificate of Amendment to Certificate of Incorporation of Antero Midstream Corporation, dated June 8, 2023
(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No.
001-38075) filed on June 8, 2023).
Certificate of Designations of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on
March 12, 2019).
Second Amended and Restated Bylaws of Antero Midstream Corporation, dated August 14, 2025 (incorporated
by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075)
filed on August 14, 2025).
Indenture, dated as of June 28, 2019, by and among Antero Midstream Partners LP, Antero Midstream Finance
Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075)
filed on June 28, 2019).
Form of 5.75% Senior Note due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Current
Report on Form 8-K (Commission File No. 001-38075) filed on June 28, 2019).
Registration Rights Agreement, dated March 12, 2019, by and among the Company, Antero Resources
Corporation, Arkrose Subsidiary Holdings LLC, Glen C. Warren, Jr., Canton Investment Holdings LLC, Paul
M. Rady, Mockingbird Investments, LLC and the other holders named therein (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March
12, 2019).
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended
(incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K (Commission File No.
001-38075) filed on February 14, 2024).
Indenture, dated June 8, 2021, by and among Antero Midstream Partners LP, Antero Midstream Finance
Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075)
filed on June 8, 2021).
56
Table of Contents
4.6
4.7
4.8
4.9
4.10
4.11
4.12
10.1
10.2
10.3
Form of 5.375% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 to the Company’s Current
Report on Form 8-K (Commission File No. 001-38075) filed on June 8, 2021).
Indenture, dated as of January 16, 2024, by and among Antero Midstream Partners LP, Antero Midstream
Finance Corporation, the guarantors party thereto and Computer Trust Company, N.A., as trustee (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075)
filed on January 16, 2024).
Form of 6.625% Senior Note due 2032 (incorporated by reference to Exhibit 4.2 to the Company’s Current
Report on Form 8-K (Commission File No. 001-38075) filed on January 16, 2024).
Indenture, dated as of September 22, 2025, by and among Antero Midstream Partners LP, Antero Midstream
Finance Corporation, the guarantors party thereto and Computershare Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.
001-38075) filed on September 23, 2025).
Form of 5.75% Senior Note due 2033 (incorporated by reference to Exhibit 4.2 to the Company’s Current
Report on Form 8-K (Commission File No. 001-38075) filed on September 23, 2025).
Indenture, dated as of December 23, 2025, by and among Antero Midstream Partners LP, Antero Midstream
Finance Corporation, the guarantors party thereto and Computershare Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.
001-38075) filed on December 23, 2025).
Form of 5.75% Senior Note due 2034 (incorporated by reference to Exhibit 4.2 to the Company’s Current
Report on Form 8-K (Commission File No. 001-38075) filed on December 23, 2025).
Second Amended and Restated Gathering and Compression Agreement, dated as of December 8, 2019, by and
between Antero Resources Corporation and Antero Midstream LLC (incorporated by reference to Exhibit 10.1
to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on February 12, 2020).
Amended and Restated Secondment Agreement, effective as of March 13, 2019, by and between Antero
Midstream Corporation, Antero Midstream Partners LP, Antero Midstream Partners GP LLC, Antero Midstream
LLC, Antero Water LLC, Antero Treatment LLC and Antero Resources Corporation (incorporated by reference
to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on
February 12, 2020).
Second Amended and Restated Services Agreement, effective as of March 13, 2019, by and among Antero
Midstream Partners LP, Antero Midstream Corporation, Antero Midstream Partners GP LLC and Antero
Resources Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-
K (Commission File No. 001-38075) filed on February 12, 2020).
10.4**
Amended and Restated Water Services Agreement, dated as of February 12, 2019, by and between Antero
Resources Corporation and Antero Water LLC (incorporated by reference to Exhibit 10.4 to Antero Midstream
Partners LP’s Annual Report on Form 10-K (Commission File No. 001-36719) filed on February 13, 2019).
10.5
10.6
10.7
10.8
Amended and Restated Contribution Agreement, dated as of November 10, 2014, by and between Antero
Resources Corporation and Antero Midstream Partners LP (incorporated by reference to Exhibit 10.1 to Antero
Midstream Partners LP’s Current Report on Form 8-K (Commission File No. 001-36719) filed on November 17,
2014).
Second Amended and Restated Right of First Offer Agreement, dated as of February 13, 2018, by and between
Antero Resources Corporation and Antero Midstream LLC (incorporated by reference to Exhibit 10.2 to Antero
Midstream Partners LP’s Quarterly Report on Form 10-Q (Commission File No. 001-36719) filed on April 25,
2018).
License Agreement, dated as of November 10, 2014, by and between Antero Resources Corporation and Antero
Midstream Partners LP (incorporated by reference to Exhibit 10.4 to Antero Midstream Partners LP’s Current
Report on Form 8-K (Commission File No. 001-36719) filed on November 17, 2014).
First Amendment and Joinder Agreement, dated as of October 31, 2018 (incorporated by reference to Exhibit
10.1 to Antero Midstream Partners LP’s Current Report on Form 8-K (Commission File No. 001-36719) filed on
November 2, 2018).
57
Table of Contents
10.9
10.10
10.11
10.12†
10.13†
10.14†
10.15†
10.16
10.17†
10.18
10.19*
10.20†
10.21†
Second Amendment, dated as of February 26, 2019, by and among the Lenders party thereto, Antero Midstream
Partners LP, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to
Exhibit 10.9 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on
February 12, 2020).
Joinder Agreement, dated as of November 19, 2019, by and among the Lenders party thereto, Antero Midstream
Partners LP, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to
Exhibit 10.10 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on
February 12, 2020).
Second Amended and Restated Credit Facility, dated as of October 26, 2021, by and among Antero Midstream
Partners LP, as Borrower, the lenders party thereto and Wells Fargo Bank, National Association, as
Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form
10-Q (Commission File No. 001-38075) filed on October 27, 2021).
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019).
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Antero Midstream
Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly
Report on Form 10-Q (Commission File No. 001-38075) filed on July 31, 2019).
Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement under the Antero
Midstream Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q (Commission File No. 001-38075) filed on July 27, 2022).
Form of Stock Award Grant Notice and Stock Award Agreement (Form for Non-Employee Directors) under the
Antero Midstream Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q (Commission File No. 001-38075) filed on April 26, 2023).
Stockholders’ Agreement, dated as of October 9, 2018, by and among Antero Midstream GP LP, Arkrose
Subsidiary Holdings LLC, Paul M. Rady, Mockingbird Investment, LLC, Glen C. Warren, Jr., Canton
Investment Holdings LLC and the other holders named therein (incorporated by reference to Exhibit 10.3 to the
Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on October 10, 2018).
Amended and Restated Antero Midstream Corporation Long Term Incentive Plan, dated June 5, 2024
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.
001-38075) filed on June 6, 2024).
Third Amended and Restated Credit Agreement, dated July 30, 2024, among Antero Midstream Partners LP, as
the Borrower, the Lenders party thereto and Wells Fargo Banks, National Association, as Administrative Agent
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission File
No. 001-38075) filed on July 31, 2024).
First Amendment to the Third Amended and Restated Credit Agreement, dated December 11, 2025, among
Antero Midstream Partners LP, as the Borrower, the Lenders party thereto and Wells Fargo Banks, National
Association, as Administrative Agent.
Chairman Emeritus Agreement, by and between Antero Resources Corporation, Antero Midstream Corporation
and Paul Rady, dated August 14, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K (Commission File No. 001-38075) filed on August 14, 2025).
Antero Midstream Corporation Executive Severance Plan, effective September 17, 2025 (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed
on September 23, 2025).
10.22†*
Form of Antero Resources Corporation Executive Severance Plan Participation Agreement.
10.23†*
10.24
Antero Resources Corporation Executive Severance Plan Participation Agreement, by and between Antero
Resources Corporation and Paul Rady, dated October 2, 2025.
Antero Midstream Corporation Summary of Compensation for Non-Employee Directors, effective August 14,
2025 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission
File No. 001-38075) filed on October 29, 2025).
58
Table of Contents
10.25***
10.26***
10.27***
Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy II Production Holdings,
LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero Midstream Partners
LP, dated as of December 5, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K (Commission File No. 001-38075) filed on December 8, 2025).
Amendment No. 1 to the Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy
II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero
Midstream Partners LP, dated as of December 22, 2025 (incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on February 3, 2026).
Purchase and Sale Agreement, among Antero Midstream LLC, Antero Water LLC, Antero Treatment
LLC, Infinity Natural Resources LLC and Northern Oil and Gas, Inc., dated December 5, 2025 (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed
on December 8, 2025).
10.28***
Letter Agreement, by and between Antero Midstream Partners LP and Antero Resources Corporation, effective
as of December 5, 2025.
19.1
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
97.1
101*
Antero Midstream Corporation Insider Trading Policies (incorporated by reference to Exhibit 19.1 to the
Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on February 12, 2025).
Subsidiaries of Antero Midstream Corporation.
Consent of KPMG LLP.
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C.
Section 7241).
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C.
Section 7241).
Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C.
Section 1350).
Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C.
Section 1350).
Antero Midstream Corporation Incentive Compensation Recovery Policy (incorporated by reference to Exhibit
97.1 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on February 14,
2024).
The following financial information from this Form 10-K of Antero Midstream Corporation for the year ended
December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated
Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated
Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to the
Consolidated Financial Statements, tagged as blocks of text.
104*
Cover Page Interactive Data File (embedded within the Inline XBRL document).
The exhibits marked with the asterisk symbol (*) are filed or furnished with this Annual Report on Form 10-K.
** Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
*** Certain of the schedules and exhibits to the Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of
any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. Certain
personally identifiable information has also been omitted from this Exhibit pursuant to Item 601(a)(6) of Regulation S-K.
† Management contract or compensatory plan or arrangement.
59
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
ANTERO MIDSTREAM CORPORATION
By: /s/ Justin J. Agnew
Justin J. Agnew
Chief Financial Officer and Vice President – Finance and Investor Relations
Date: February 11, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Michael N. Kennedy
Michael N. Kennedy
Director, Chief Executive Officer and President
February 11, 2026
(principal executive officer)
/s/ Justin J. Agnew
Justin J. Agnew
Chief Financial Officer and
Vice President – Finance and Investor Relations
(principal financial officer)
Senior Vice President – Accounting and
Chief Accounting Officer
(principal accounting officer)
February 11, 2026
February 11, 2026
Chairman of the Board, Director
February 11, 2026
/s/ Sheri L. Pearce
Sheri L. Pearce
/s/ David H. Keyte
David H. Keyte
/s/ Nancy E. Chisholm
Nancy E. Chisholm
Director
/s/ Peter A. Dea
Peter A. Dea
Director
/s/ W. Howard Keenan, Jr.
W. Howard Keenan, Jr.
Director
/s/ Brooks J. Klimley
Brooks J. Klimley
Director
/s/ Janine J. McArdle
Janine J. McArdle
Director
/s/ John C. Mollenkopf
John C. Mollenkopf
Director
/s/ Jeffrey S. Muñoz
Jeffrey S. Muñoz
Director
/s/ Yvette K. Schultz
Yvette K. Schultz
Director
60
February 11, 2026
February 11, 2026
February 11, 2026
February 11, 2026
February 11, 2026
February 11, 2026
February 11, 2026
February 11, 2026
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Audited Consolidated Financial Statements as of December 31, 2024 and 2025 and for the Years Ended December 31,
2023, 2024 and 2025
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
F-2
F-4
F-5
F-6
F-7
F-8
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
Antero Midstream Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Antero Midstream Corporation and subsidiaries (the Company) as
of December 31, 2024 and 2025, the related consolidated statements of operations and comprehensive income, stockholders’ equity,
and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the
consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31,
2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2024 and 2025, and the results of its operations and its cash flows for each of the years in the three-
year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
F-2
Table of Contents
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Evaluation of impairment triggering events for long-lived assets
As discussed in Note 2 to the consolidated financial statements, the Company evaluates property and equipment (collectively,
long-lived assets) for impairment whenever events or changes in circumstances indicate that the related carrying values may not
be recoverable (triggering events). The carrying value of property and equipment as of December 31, 2025 was $3.5 billion.
We identified the evaluation of impairment triggering events for long-lived assets as a critical audit matter. A higher degree of
subjective auditor judgment was required to assess whether events or changes in circumstances indicate carrying values may not
be recoverable.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested
the operating effectiveness of an internal control related to the long-lived assets impairment process. This included a control
related to the Company’s process to identify and assess impairment triggering events for long-lived assets and the underlying
quantitative data used to perform the analysis. We evaluated the Company’s identification of impairment triggering events for
long-lived assets and responses to the factors considered by:
•
•
•
•
evaluating overall macro-economic conditions
analyzing historical financial results for long-lived assets to identify significant degradations in the related cash flows
evaluating the minimum volume commitments with Antero Resources Corporation and their impact on the recoverability of
the long-lived assets
examining external information on certain of the Company’s customers’ drilling plans to assess continued development.
We have served as the Company’s auditor since 2016.
Denver, Colorado
February 11, 2026
/s/ KPMG LLP
F-3
Table of Contents
ANTERO MIDSTREAM CORPORATION
Consolidated Balance Sheets
(In thousands, except per share amounts)
Assets
December 31,
2024
2025
Liabilities and Stockholders' Equity
$
$
$
—
—
115,180
832
—
—
2,052
118,064
3,881,621
603,956
1,144,759
—
13,348
5,761,748
4,114
12,308
83,555
—
635
100,612
3,116,958
413,608
—
15,399
3,646,577
180,435
82,500
106,771
993
1,896
4,600
2,669
379,864
3,454,572
585,778
1,074,087
379,036
10,779
5,884,116
5,366
10,368
91,527
2,297
1,924
111,482
3,222,530
562,996
3,021
12,046
3,912,075
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable–Antero Resources
Accounts receivable–third party
Income tax receivable
Current assets held for sale
Other current assets
Total current assets
Long-term assets:
Property and equipment, net
Investments in unconsolidated affiliates
Customer relationships
Assets held for sale
Other assets, net
Total assets
Current liabilities:
Accounts payable–Antero Resources
Accounts payable–third party
Accrued liabilities
Current liabilities held for sale
Other current liabilities
Total current liabilities
Long-term liabilities:
Long-term debt
Deferred income tax liability, net
Liabilities held for sale
Other
Total liabilities
Stockholders' equity:
Preferred stock, $0.01 par value: 100,000 authorized as of December 31, 2024 and
December 31, 2025
Series A non-voting perpetual preferred stock; 12 designated and 10 issued and
outstanding as of December 31, 2024 and December 31, 2025
Common stock, $0.01 par value; 2,000,000 authorized; 479,422 and 474,060 issued and
outstanding as of December 31, 2024 and December 31, 2025, respectively
Additional paid-in capital
Retained earnings
Total stockholders' equity
Total liabilities and stockholders' equity
—
—
4,794
2,019,830
90,547
2,115,171
5,761,748
$
4,741
1,952,524
14,776
1,972,041
5,884,116
See accompanying notes to consolidated financial statements.
F-4
Table of Contents
ANTERO MIDSTREAM CORPORATION
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except per share amounts)
Revenue:
Gathering and compression–Antero Resources
Water handling–Antero Resources
Water handling–third party
Amortization of customer relationships
Total revenue
Operating expenses:
Direct operating
General and administrative (including $31,606, $44,332 and $45,958 of
equity-based compensation in 2023, 2024 and 2025, respectively)
Facility idling
Depreciation
Impairment of property and equipment
Loss on long-lived assets
Other operating expense, net
Total operating expenses
Operating income
Other income (expense):
Interest expense, net
Equity in earnings of unconsolidated affiliates
Loss on early extinguishment of debt
Transaction expense
Total other expense
Income before income taxes
Income tax expense
Net income and comprehensive income
Net income per common share–basic
Net income per common share–diluted
Weighted average common shares outstanding:
Basic
Diluted
Year Ended December 31,
2024
2025
2023
$
842,362
268,667
1,414
(70,672)
1,041,771
926,063
248,858
1,944
(70,672)
1,106,193
987,284
269,399
2,415
(70,672)
1,188,426
213,165
217,976
231,910
71,068
2,459
136,059
146
—
7,012
429,909
611,862
(217,245)
105,456
—
—
(111,789)
500,073
(128,287)
371,786
86,086
1,721
140,000
332
—
912
447,027
659,166
(207,027)
110,573
(14,091)
—
(110,545)
548,621
(147,729)
400,892
87,934
1,801
134,310
984
86,626
192
543,757
644,669
(190,404)
116,439
(1,313)
(5,195)
(80,473)
564,196
(151,033)
413,163
0.77
0.77
0.83
0.83
0.86
0.86
479,378
482,372
480,822
485,247
477,906
482,177
$
$
$
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
ANTERO MIDSTREAM CORPORATION
Consolidated Statements of Stockholders’ Equity
(In thousands)
Preferred
Stock
$
—
—
—
Common Stock
Shares
478,497 $
Amount
4,785
—
—
—
—
Additional
Paid-In
Capital
2,104,740
(81,352)
31,606
Retained
Earnings
82,793
(354,132)
—
Total
Equity
2,192,318
(435,484)
31,606
Balance at December 31, 2022
Dividends to stockholders
Equity-based compensation
Issuance of common stock upon vesting of
equity-based compensation awards, net of
common stock withheld for income taxes
Net income and comprehensive income
Balance at December 31, 2023
Dividends to stockholders
Equity-based compensation
Issuance of common stock upon vesting of
equity-based compensation awards, net of
common stock withheld for income taxes
Repurchases and retirement of common stock
Net income and comprehensive income
Balance at December 31, 2024
Dividends to stockholders
Equity-based compensation
Issuance of common stock upon vesting of
equity-based compensation awards, net of
common stock withheld for income taxes
Repurchases and retirement of common stock
Net income and comprehensive income
Balance at December 31, 2025
$
—
—
—
—
—
1,216
—
479,713
—
—
12
—
4,797
—
—
(8,507)
—
2,046,487
(47,945)
44,332
—
371,786
100,447
(390,151)
—
(8,495)
371,786
2,151,731
(438,096)
44,332
—
—
—
—
—
—
1,611
(1,902)
—
479,422
—
—
16
(19)
—
4,794
—
—
(15,014)
(8,030)
—
2,019,830
—
(20,641)
400,892
90,547
(53,665) (386,003)
—
45,958
(14,998)
(28,690)
400,892
2,115,171
(439,668)
45,958
—
—
—
—
2,373
(7,735)
—
474,060 $
24
(77)
—
4,741
(27,626)
—
(31,973) (102,931)
413,163
14,776
—
1,952,524
(27,602)
(134,981)
413,163
1,972,041
See accompanying notes to consolidated financial statements.
F-6
Table of Contents
ANTERO MIDSTREAM CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
Cash flows provided by (used in) operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Year Ended December 31,
2024
2025
2023
$
371,786
400,892
413,163
Depreciation
Impairment of property and equipment
Deferred income tax expense
Equity-based compensation
Equity in earnings of unconsolidated affiliates
Distributions from unconsolidated affiliates
Amortization of customer relationships
Amortization of deferred financing costs
Settlement of asset retirement obligations
Loss on early extinguishment of debt
Loss on long-lived assets
Other operating activities
Changes in assets and liabilities:
Accounts receivable–Antero Resources
Accounts receivable–third party
Income tax receivable
Other current assets
Accounts payable–Antero Resources
Accounts payable–third party
Income taxes payable
Accrued liabilities
Net cash provided by operating activities
Cash flows provided by (used in) investing activities:
Additions to gathering systems, facilities and other
Additions to water handling systems
Additional investments in unconsolidated affiliate
Acquisition of gathering systems and facilities
Other investing activities
Net cash used in investing activities
Cash flows provided by (used in) financing activities:
Dividends to common stockholders
Dividends to preferred stockholders
Repurchases of common stock
Issuance of Senior Notes
Redemption of Senior Notes
Payments of deferred financing costs
Borrowings on Credit Facility
Repayments on Credit Facility
Employee tax withholding for settlement of equity-based compensation awards
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash and cash equivalents, beginning of period
Cash, cash equivalents and restricted cash, end of period
Supplemental disclosure of cash flow information:
Cash paid during the period for interest
Income taxes refunded (paid) during the period
Increase (decrease) in accrued capital expenditures and accounts payable for property
and equipment
$
$
$
$
136,059
146
134,664
31,606
(105,456)
131,835
70,672
5,979
(1,258)
—
—
7,012
(2,458)
359
940
(2,041)
(1,267)
(7,766)
—
8,251
779,063
(130,305)
(53,428)
(262)
(266)
1,055
(183,206)
(434,846)
(550)
—
—
—
—
1,037,700
(1,189,600)
(8,495)
(595,791)
66
—
66
140,000
332
147,729
44,332
(110,573)
135,660
70,672
6,004
(795)
14,091
—
912
(26,571)
748
—
(781)
(54)
3,722
—
17,674
843,994
(141,832)
(30,515)
(2,393)
(69,992)
1,999
(242,733)
(437,634)
(550)
(28,690)
600,000
(560,862)
(12,793)
1,565,000
(1,710,800)
(14,998)
(601,327)
(66)
66
—
134,310
984
149,387
45,958
(116,439)
141,270
70,672
5,255
(467)
1,313
86,626
192
3,809
325
(1,896)
(737)
1,141
(2,077)
942
(1,267)
932,464
(91,533)
(70,722)
(6,653)
—
(304)
(169,212)
(439,007)
(550)
(134,981)
1,250,000
(650,000)
(13,877)
1,768,700
(2,253,000)
(27,602)
(500,317)
262,935
—
262,935
213,955
9,626
189,908
104
187,656
(2,600)
1,288
(13,416)
9,797
See accompanying notes to consolidated financial statements.
F-7
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements
(1) Organization
Antero Midstream Corporation together with its consolidated subsidiaries (the “Company” or “Antero Midstream”), is a
growth-oriented midstream company formed to own, operate and develop midstream energy infrastructure primarily to service Antero
Resources and its production and completion activity in the Appalachian Basin. The Company’s assets consist of gathering pipelines,
compressor stations, interests in processing and fractionation plants and water handling assets. Antero Midstream provides midstream
services to Antero Resources under long-term contracts. The Company’s corporate headquarters is located in Denver, Colorado.
The Company’s gathering and processing assets consist of high and low pressure gathering pipelines, compressor stations
and processing and fractionation plants that collect and process natural gas and NGLs from Antero Resources’ wells in the
Appalachian Basin. The Company’s water handling assets include two independent systems that deliver water from sources including
the Ohio River, local reservoirs and several regional waterways, which portions of these systems are also utilized to transport
flowback and produced water. The Company’s water handling assets also include other flowback and produced water treatment
facilities.
Antero Midstream also has a 50% equity interest in the Joint Venture and a 15% equity interest in a gathering system of
Stonewall. See Note 15—Investments in Unconsolidated Affiliates.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with GAAP. In the opinion of
management, these consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered
necessary to present fairly the Company’s financial position as of December 31, 2024 and 2025, and the results of the Company’s
operations and its cash flows for the years ended December 31, 2023, 2024 and 2025. The Company has no items of other
comprehensive income; therefore, net income is equal to comprehensive income.
Certain costs of doing business incurred and charged to the Company by Antero Resources have been reflected in the
accompanying consolidated financial statements. These costs include general and administrative expenses provided to the Company
by Antero Resources in exchange for:
•
•
•
business services, such as payroll, accounts payable and facilities management;
corporate services, such as finance and accounting, legal, human resources, investor relations and public and regulatory
policy; and
employee compensation.
Transactions between the Company and Antero Resources have been identified in the consolidated financial statements (see
Note 5—Transactions with Affiliates).
(b) Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Antero Midstream Corporation and its wholly
owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the Company’s consolidated
financial statements.
Investments in entities for which the Company exercises significant influence, but not control, are accounted for under the
equity method. The Company’s judgment regarding the level of influence over its equity investments includes considering key factors
such as Antero Midstream’s ownership interest, representation on the Board of Directors and participation in the policy-making
decisions of equity method investees. Such investments are included in Investments in unconsolidated affiliates on the Company’s
consolidated balance sheets. Income from investees that are accounted for under the equity method is included in Equity in earnings
of unconsolidated affiliates on the Company’s consolidated statements of operations and comprehensive income and cash flows.
When the Company records its proportionate share of net income, it increases equity income in the statements of operations and
comprehensive income and the carrying value of that investment on the Company’s balance sheet. When a distribution is received, it
is recorded as a reduction to the carrying value of that investment on the balance sheet.
F-8
Table of Contents ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
The Company accounts for distributions received from equity method investees under the “nature of the distribution”
approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the
activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from
operating activities) or a return of investment (classified as cash inflows from investing activities).
(c) Use of Estimates
The preparation of the consolidated financial statements and notes in conformity with GAAP requires that management
formulate estimates and assumptions that affect revenues, expenses, assets, liabilities and the disclosure of contingent liabilities. Items
subject to estimates and assumptions include the useful lives of property and equipment, evaluating impairments of long-lived and
intangible assets, as well as the valuation of accrued liabilities and deferred and current income taxes, among others. Although
management believes these estimates are reasonable, actual results could differ from these estimates.
(d) Cash and Cash Equivalents
The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash
equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these
instruments. From time to time, the Company may be in the position of a “book overdraft” in which outstanding checks exceed cash
and cash equivalents. The Company classifies book overdrafts in accounts payable within its consolidated balance sheets, and
classifies the change in accounts payable associated with book overdrafts as an operating activity within its consolidated statements of
cash flows.
(e) Restricted Cash
The Company classifies restricted cash as all cash that is legally or contractually restricted from withdrawal or usage,
including amounts deposited in escrow that are restricted from use. The Company’s restricted cash is classified as a current asset as of
December 31, 2025 because the restriction on such cash was released on February 3, 2026 at the closing of the HG Acquisition.
(f) Property and Equipment
Property and equipment primarily consists of (i) gathering pipelines, (ii) compressor stations, (iii) the wastewater treatment
facility (the “Clearwater Facility”), (iv) other flowback and produced water facilities and (v) water handling pipelines and facilities
stated at historical cost less accumulated depreciation, amortization and impairment. The Company capitalizes construction-related
direct labor and material costs. Maintenance and repair costs are expensed as incurred.
Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives and
salvage values of assets. The depreciation of fixed assets recorded under operating lease agreements is included in depreciation
expense. Uncertainties that may impact these estimates of useful lives include, among others, changes in laws and regulations relating
to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions and supply
and demand for the Company’s services in the areas in which it operates. When assets are placed into service, management makes
estimates with respect to useful lives and salvage values that management believes are reasonable. The Company reviews the
estimated useful lives of its assets to determine if any changes are necessary as circumstances warrant.
The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the
related carrying values of the assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future
cash flow projections for the assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values
are reduced to the estimated fair values, which are based on discounted future cash flows using assumptions as to revenues, costs and
discount rates typical of third-party market participants, which is a Level 3 fair value measurement.
During the year ended December 31, 2024, the Company acquired certain Marcellus Shale gas gathering and compression
assets. This transaction was accounted for as asset acquisition in accordance with FASB ASC Topic 805-50, Business Combinations,
Related Issues (“ASC 805-50”). Accordingly, the acquired assets were recorded based upon the cash consideration paid, with all
value assigned to Property and equipment in the consolidated balance sheets. See Note 3— Transactions for additional information.
F-9
Table of Contents ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(g) Investments in Unconsolidated Affiliates
The Company uses the equity method of accounting to account for its investments in the Joint Venture and Stonewall. The
Company uses the equity method to account for its investments in companies if the investment provides the Company with the ability
to exercise significant influence over, but not control of, the operating and financial policies of the investee. The Company’s
judgment regarding the level of influence over each equity method investee includes considering key factors such as the Company’s
ownership interest, representation on the board of directors, participation in policy-making decisions of the investee and material
intercompany transactions. Such investments are included in the investments in unconsolidated affiliates on the Company’s
consolidated balance sheets.
Income (loss) from investees that are accounted for under the equity method is included in equity in earnings (loss) of
unconsolidated affiliates on the Company’s consolidated statements of operations and comprehensive income and cash flows. When
the Company records its proportionate share of net income (loss), it is recorded to equity in earnings (loss) of unconsolidated affiliates
in the consolidated statements of operations and comprehensive income and the carrying value of that investment on its consolidated
balance sheet. Distributions received from equity method investees are recorded as reductions to the carrying value of the investment
on the consolidated balance sheet. The Company’s equity in earnings (loss) of unconsolidated affiliates is adjusted for basis
differences recognized due to the difference between the cost of the equity method investment and the amount of underlying equity in
the net assets as of March 12, 2019. Basis differences are amortized into equity in earnings (loss) of unconsolidated affiliate on the
Company’s consolidated statements of operations and comprehensive income over the remaining useful lives of the underlying assets
and liabilities.
The Company accounts for distributions received from equity method investees under the “nature of the distribution”
approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the
activity or activities of the investee that generated the distribution as either a return on investment (classified as cash provided by
operating activities) or a return of investment (classified as cash provided by investing activities).
(h) Intangible Assets
Amortization of intangible assets with definite lives is calculated using the straight-line method, which is reflective of the
benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset.
Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of the intangible asset may not be recoverable. If the sum of the expected undiscounted future cash flows related to
the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset.
(i) Income Taxes
The Company recognizes deferred income tax assets and liabilities for temporary differences resulting from net operating
loss and charitable contribution carryforwards and the differences between the financial statement and tax basis of assets and
liabilities. The effect of changes in tax laws or tax rates is recognized in income during the period such changes are enacted. Deferred
income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion, or all, of the deferred income tax assets will not be realized. The Company regularly reviews its tax positions in each
significant taxing jurisdiction during the process of evaluating its tax provision. The Company makes adjustments to its tax provision
when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax
position; and/or (ii) a tax position is effectively settled with a tax authority at a differing amount.
On July 4, 2025, Public Law No. 119-21, commonly referred to as the One Big Beautiful Bill Act, was enacted. The OBBB
contains a broad range of changes to U.S. federal income tax laws and makes permanent or modifies certain provisions of Public Law
No. 115-97, commonly referred to as the Tax Cuts and Jobs Act. These changes include, among others, permanently restoring an
earnings before interest, taxes, depreciation and amortization based business interest deduction limitation, 100% bonus depreciation
for certain property and immediate expensing for certain domestic research and experimental expenditures. All effects of changes in
tax laws are recognized in the consolidated financial statements during the period of enactment. As such, the effects of the OBBB are
reflected in the Company's provision for income taxes as of and for the year ended December 31, 2025. The OBBB did not have a
material effect on income tax expense for the year ended December 31, 2025, and the Company expects a refund of substantially all of
the cash paid for income taxes during the year ended December 31, 2025 when it files its 2025 U.S. federal income tax return as a
result of the OBBB.
F-10
Table of Contents ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(j) Asset Retirement Obligations
The Company’s asset retirement obligations include its obligation to close, maintain and monitor landfill cells and support
facilities. After the landfill is certified closed, the Company must continue to maintain and monitor the landfill for a post-closure
period, which generally extends for 30 years. The Company records the fair value of its landfill retirement obligations as a liability in
the period in which the regulatory obligation to retire a specific asset is triggered. For the Company’s individual landfill cells, the
required closure and post-closure obligations under the terms of its permits and its intended operation of the landfill cell are triggered
and recorded when the cell is placed into service and salt is initially disposed in the landfill cell. The fair value is based on the total
estimated costs to close the landfill cell and perform post-closure activities once the landfill cell has reached capacity and is no longer
accepting salt. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted
average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash
expenditures to perform closure and post-closure activities reduce the retirement obligation liabilities as incurred. After initial
measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash
flows underlying the obligation. Landfill retirement assets are capitalized as the related retirement obligations are incurred, and are
amortized on a units-of-consumption basis as the disposal capacity is consumed. During the year ended December 31, 2021, the
Company commenced closure and reclamation operations on the landfill, and such closure and reclamation operations were
substantially complete as of December 31, 2024.
Asset retirement obligations are recorded for water impoundments and wastewater pits when an abandonment date is
identified. The Company records the fair value of its water impoundment and wastewater pit retirement obligations as liabilities in the
period in which the regulatory obligation to retire a specific asset is triggered. The fair value is based on the total reclamation costs of
the assets. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted
average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash
expenditures to perform remediation activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset
retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying
the obligation. Water impoundments and wastewater pit retirement assets are capitalized as the related retirement obligations are
incurred, and are amortized on a straight-line basis until reclamation.
The Company (i) is under no legal obligations, neither contractually nor under the doctrine of promissory estoppel, to restore
or dismantle its gathering pipelines, compressor stations, water delivery pipelines, flowback and produced water facilities and the
Clearwater Facility upon abandonment or (ii) intends to operate and maintain its assets as long as supply and demand for natural gas
exists, which the Company expects to continue into the foreseeable future.
(k) Litigation and Other Contingencies
A liability is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based
on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. The Company regularly reviews
contingencies to determine the adequacy of its accruals and related disclosures. The ultimate amount of losses, if any, may differ from
these estimates. Any contingency that could result in a gain is recorded when realized.
The Company accrues losses associated with environmental obligations when such losses are probable and can be reasonably
estimated. Accruals for estimated environmental losses are recognized no later than at the time a remediation feasibility study or an
evaluation of response options, is complete. These accruals are adjusted as additional information becomes available or as
circumstances change. Future environmental expenditures are not discounted to their present value. Recoveries of environmental
costs from other parties are recorded separately as assets at their undiscounted value when receipt of such recoveries is probable.
As of December 31, 2024 and 2025, the Company had not recorded any liabilities for litigation, environmental or other
contingencies.
(l) Dividends
Preferred and common dividends declared are recorded as a reduction of retained earnings to the extent that retained earnings
were available at the close of the quarter prior to the dividend declaration date, with any excess recorded as a reduction of additional
paid-in capital.
F-11
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(m) Treasury Share Retirement
The Company periodically retires treasury shares acquired through share repurchases and returns those shares to the status of
authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over
the par value of shares acquired first, to additional paid-in capital, and then to retained earnings. The portion allocable to additional
paid-in capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of
shares outstanding, to the balance of additional paid-in capital as of retirement.
(n) Revenue Recognition
The Company provides gathering, compression and water handling services under fee-based contracts primarily based on
throughput or at cost plus a margin. Certain of these contracts contain operating leases of the Company’s assets under GAAP. Under
these arrangements, the Company receives fees for gathering, compression and water handling services. The revenue the Company
earns from these arrangements is directly related to (i) in the case of natural gas gathering and compression, the volumes of metered
natural gas that it gathers, compresses and delivers to natural gas compression sites or other transmission delivery points, (ii) in the
case of fresh water services, the quantities of fresh water delivered to its customers for use in their well completion operations, (iii) in
the case of other fluid handling services provided by third parties, the third-party costs the Company incurs plus 3% or (iv) in the case
of other fluid handling services performed by the Company, a cost of service fee based on the costs incurred by the Company. The
Company recognizes revenue when it satisfies a performance obligation by delivering a service to a customer or the use of leased
assets to a customer. The Company includes lease revenue within revenues by service. See Note 6—Revenue.
(o) Equity-Based Compensation
The Company recognizes compensation cost related to all equity-based awards in the financial statements based on the
estimated grant date fair value. The Company’s equity-based compensation expense is included in general and administrative
expenses, and recorded as a credit to additional paid-in capital. The Company is authorized to grant various types of equity-based
compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards,
dividend equivalent awards and other types of awards. The grant date fair values of such awards are determined based on the type of
award and may utilize market prices on the date of grant, Black-Scholes option-pricing model, Monte Carlo simulations or other
acceptable valuation methodologies, as appropriate for the type of equity-based award. Compensation cost is recognized ratably over
the applicable vesting or service period. Forfeitures are accounted for as they occur by reversing the expense previously recognized
for awards that were forfeited during the period. See Note 11—Equity-Based Compensation.
(p) Fair Value Measures
The FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, establishes a
framework for measuring fair value and expands disclosures about fair value measurements. This guidance also relates to all
nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., the initial recognition of asset
retirement obligations and impairments of long-lived assets). The fair value is the price that the Company estimates would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A
fair value hierarchy is used to prioritize inputs to valuation techniques used to estimate fair value. An asset or liability subject to the
fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value
measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety
requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted
market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs.
Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly. See Note 14—Fair Value Measurement.
(q) Recently Adopted or Issued Accounting Standards
Reportable Segments
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-
07”). ASU 2023-07 is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable
segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the 2024 Form 10-K, and it did not have a
material impact on the Company’s consolidated financial statements.
F-12
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
Income Taxes
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU
2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items,
and disaggregation of income (loss) from continuing operations, income tax (expense) benefit and income taxes paid, net disclosures
by federal, state and foreign jurisdictions, among others. This ASU is effective for annual reporting periods beginning after
December 15, 2024. ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted. The
Company adopted ASU 2023-09 retrospectively in this Annual Report on Form 10-K, and it did not have a material impact on the
Company’s consolidated financial statements.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”).
ASU 2024-03 is intended to improve the disclosure about certain operating expenses primarily through enhanced disclosure of cost of
sales and selling, general and administrative expenses. This ASU is effective for annual reporting periods beginning after
December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. ASU
2024-03 can be applied on either a prospective or a retrospective basis at the Company’s election. The Company is evaluating the
impact that ASU 2024-03 will have on the financial statements and its plans for adoption, including its transition method and adoption
date.
(3) Transactions
(a) Summit Asset Acquisition
On May 1, 2024, the Company acquired certain Marcellus Shale gas gathering and compression assets from Summit for $70
million in cash, before closing adjustments, with an effective date of April 1, 2024. The acquired assets include 48 miles of high
pressure gathering pipelines and two compressor stations with 100 MMcf/d of compression capacity. These assets were already
interconnected to the Company’s low pressure and high pressure gas gathering systems at the time of acquisition and service Antero
Resources’ production. Substantially all of the cash consideration for this asset acquisition was allocated to gathering systems and
facilities, included in property and equipment, net in the consolidated balance sheets.
(b) HG Acquisition
On December 5, 2025, Antero Midstream Partners, an indirect, wholly-owned subsidiary of the Company, 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 includes gathering pipelines and integrated water handling
assets in the core of the Marcellus Shale in West Virginia. Pursuant to the same agreement, Antero Resources agreed to acquire 100%
of the issued and outstanding equity interests of HG Production for total cash consideration of $2.8 billion, subject to the terms and
conditions thereof. The HG Upstream Acquisition includes approximately 385,000 net acres in the core of the Marcellus Shale in
West Virginia. In connection with the Company’s entry into the definitive agreement relating to the HG Acquisition, the Company
and Antero Resources agreed to allocate between the parties certain benefits and costs under the agreement and the buyer-side
representations and warranties insurance policies. On December 8, 2025, the Company deposited approximately $83 million into
escrow to be credited towards the cash consideration payable at the closing of the HG Acquisition, which is classified as restricted
cash on the Company’s consolidated balance sheets as of December 31, 2025. These acquisitions closed on February 3, 2026, with
effective dates of January 1, 2026. The Company intends to make certain modifications to its existing commercial arrangements with
Antero Resources to provide for on-pad compression with respect to certain wells and to provide a transition period through 2026
before certain water services would be provided under the existing agreements with Antero Resources.
The disclosure of certain financial information required by FASB ASC Topic 805, Business Combinations, has been omitted
as it is impracticable to provide such information due to the timing of the closing of the HG Acquisition and issuance of the
Company’s consolidated financial statements.
F-13
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(c) Utica Shale Divestiture
On December 5, 2025, certain wholly-owned subsidiaries of the Company entered into the Utica Shale PSA with the Buyer
Parties to sell the Utica Shale Property and Equipment, for aggregate cash consideration of $400 million, subject to the terms and
conditions thereof. The Utica Shale Property and Equipment includes 118 miles of gathering pipelines, 0.7 Bcfe/d of compression
capacity, 85 miles of water pipelines and 12 water impoundments with storage capacity of approximately 2 million barrels. The Utica
Shale Divestiture is expected to close in February 2026, with an effective date of July 1, 2025, subject to the satisfaction of certain
customary closing conditions.
The Utica Shale Property and Equipment and its associated assets and liabilities have been classified as held for sale as of
December 31, 2025 on the Company’s consolidated balance sheets, which relate to both the Company’s gathering and processing and
water handling reportable segments. The Utica Shale Divestiture does not qualify as a discontinued operation under FASB ASC
Topic 205, Presentation of Financial Statements, as it does not represent a strategic shift that will have a major effect on the
Company’s operations or financial results.
The cash consideration expected to be received for the Utica Shale Divestiture less costs to sell was less than its carrying
value of the Utica Shale Property and Equipment’s net assets as of December 5, 2025. Accordingly, the Company reduced the
carrying value of the Utica Shale Property and Equipment to the estimated selling price less costs to sell and recorded a loss on long-
lived assets of $87 million during the year ended December 31, 2025 in its statements of operations and comprehensive income.
The carrying value of the Utica Shale Property and Equipment’s assets and liabilities held for sale were as follows:
(in thousands)
Current assets:
Accounts receivable–Antero Resources
Long-term assets:
Property and equipment, net
Other assets, net
Total
Current liabilities:
Accounts payable–third party
Accrued liabilities
Long-term liabilities:
Other long-term liabilities
Total
(4) Intangibles
December 31, 2025
4,600
378,560
476
383,636
634
1,663
3,021
5,318
$
$
$
$
All customer relationships are subject to amortization and are amortized over a weighted-average period of 16 years, which
reflects the remaining economic life of the relationships as of December 31, 2025. The Company recorded amortization expense of
$71 million for each of the years ended December 31, 2023, 2024 and 2025.
The carrying amount of customer relationships were as follows:
(in thousands)
Gross carrying value of customer relationships
Accumulated amortization of customer relationships
Customer relationships
December 31,
2024
1,555,000
(410,241)
1,144,759
2025
1,555,000
(480,913)
1,074,087
$
$
F-14
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
Future amortization expense as of December 31, 2025 is as follows (in thousands):
Year ending December 31, 2026
Year ending December 31, 2027
Year ending December 31, 2028
Year ending December 31, 2029
Year ending December 31, 2030
Thereafter
Total
(5) Transactions with Affiliates
(a) Revenues
$
$
70,672
70,672
70,672
70,672
70,672
720,727
1,074,087
Substantially all revenues earned during the years ended December 31, 2023, 2024 and 2025 were earned from Antero
Resources, under various agreements for gathering and compression and water handling services. Revenues earned from gathering
and compression services consist of lease income.
(b) Accounts receivable—Antero Resources and Accounts payable—Antero Resources
Accounts receivable—Antero Resources represents amounts due from Antero Resources, primarily related to gathering and
compression services and water handling services. Accounts payable—Antero Resources represents amounts due to Antero Resources
for general and administrative and other costs.
(c) Allocation of Costs Charged by Antero Resources
The employees supporting the Company’s operations are concurrently employed by Antero Resources and the
Company. Direct operating expense includes costs charged to the Company of $18 million, $20 million and $21 million during the
years ended December 31, 2023, 2024 and 2025, respectively. These costs were for services provided by employees associated with
the operation of the Company’s gathering lines, compressor stations and water handling assets. For the years ended December 31,
2023, 2024 and 2025, general and administrative expense includes costs charged to the Company by Antero Resources of $29 million,
$32 million and $33 million, respectively. These costs relate to: (i) various business services, including payroll processing, accounts
payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information
technology and human resources and (iii) compensation. These expenses are charged to the Company based on the nature of the
expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital
expenditures and labor costs, as applicable. The Company reimburses Antero Resources directly for all general and administrative
costs charged to it.
(6) Revenue
All of the Company’s gathering and compression revenues are derived from operating lease agreements, and all of the
Company’s water handling revenues are derived from service contracts with customers. The Company earned substantially all of its
revenues from Antero Resources.
(a) Gathering and Compression
The Company’s gathering and compression service agreements with Antero Resources include: (i) the 2019 gathering and
compression agreement, (ii) the Marcellus gathering and compression agreement, (iii) the Utica compression agreement and (iv) the
Mountaineer gathering and compression agreement. Pursuant to the gathering and compression agreements, Antero Resources has
dedicated substantially all of its current and future acreage in West Virginia, Ohio and Pennsylvania to the Company for gathering and
compression services. The 2019 gathering and compression agreement, Marcellus gathering and compression agreement and
Mountaineer gathering and compression agreement have initial terms through 2038, 2031 and 2026, respectively, and the Utica
compression agreement has one remaining acreage dedication that expires in 2030. Upon expiration of the Marcellus gathering and
compression agreement, the Utica compression agreement and the Mountaineer gathering and compression agreement, the Company
will continue to provide gathering and compression services under the 2019 gathering and compression agreement. The Company
also has an option to gather and compress natural gas produced by Antero Resources on any additional undedicated acreage it acquires
during the term of the 2019 gathering and compression agreement outside of West Virginia, Ohio and Pennsylvania on the same terms
F-15
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
and conditions as the 2019 gathering and compression agreement. Upon completion of the initial contract term in 2038, the 2019
gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated,
effective upon an anniversary of the effective date of the agreement, by notice from either the Company or Antero Resources to the
other party on or before the 180th day prior to the anniversary of such agreement. The Utica compression agreement is included in the
Utica Shale Divestiture.
The 2019 gathering and compression agreement included a growth incentive fee program whereby low pressure gathering
fees were reduced from 2020 through 2023 to the extent Antero Resources achieved certain quarterly volumetric targets during such
time. Only Antero Resources’ throughput gathered under the 2019 gathering and compression agreement was considered in low
pressure gathering volume targets. For the year ended December 31, 2023, Antero Resources earned a fee rebate of $52 million. The
growth incentive fee rebate program expired on December 31, 2023.
Under the gathering and compression agreements, the Company receives, where applicable, a low pressure gathering fee, a
high pressure gathering fee and a compression fee, substantially all of which are subject to annual CPI-based adjustments (or, in the
case of the 2019 gathering and compression agreement, the option in certain cases to elect a cost of service fee when such assets are
placed in-service). In addition, under the 2019 gathering and compression agreement, the Company receives a reimbursement for
certain variable costs, such as electricity and operating expenses.
The Company determined that its gathering and compression agreements are operating leases as Antero Resources obtains
substantially all of the economic benefit of the assets and has the right to direct the use of the assets. Each gathering and compression
system is an identifiable asset, and consists of a network of assets that may include underground low pressure pipelines that connect
and deliver gas from specific well pads to compressor stations to compress the gas before delivery to underground high pressure
pipelines that transport the gas to a third-party pipeline, third-party processing plant or a Joint Venture processing plant. Each
compression system is an identifiable asset, and consists of a network of assets that include compressor stations that connect to
underground high pressure pipelines that transport the gas to a third-party pipeline, third-party processing plant or a Joint Venture
processing plant. Each set of assets in an agreement is considered to be a single lease due to the interrelated network of the assets
required to provide services under each respective agreement. When a modification to an agreement occurs, the Company reassesses
the classification of the lease. The Company accounts for its lease and non-lease components as a single lease component as the lease
component is the predominant component. The non-lease components consist of operating, oversight and maintenance of the
gathering systems, which are performed on time-elapsed measures.
The 2019 gathering and compression agreement, the Marcellus gathering and compression agreement and the Mountaineer
gathering and compression agreement include certain fixed fee provisions. If and to the extent Antero Resources requests that the
Company construct new low pressure lines, high pressure lines and/or compressor stations, the 2019 gathering and compression
agreement contains options at the Company’s election for either (i) minimum volume commitments that require Antero Resources to
utilize or pay for 75% of the high pressure gathering capacity and 70% of the compression capacity of such new construction for 10
years or (ii) a cost of service fee that allows the Company to earn a return on capital invested of 13% per annum over a period of seven
years, which election is made individually for each piece of equipment placed in service. The Marcellus gathering and compression
agreement provides for a minimum volume commitment that requires Antero Resources to utilize or pay for 25% of the compression
capacity for a period of 10 years from the in-service date. The Mountaineer gathering and compression agreement provides for
monthly minimum compression and gathering fees for each compressor station or high pressure gathering line, respectively, for a
period of 12 years commencing 90 days after such asset’s in-service date. All lease payments under the minimum volume
commitments, cost of service fees and minimum gathering and compression fees are considered to be in-substance fixed lease
payments (“minimum lease payments”) under the gathering and compression agreements. As of December 31, 2025, the minimum
lease payments for the 2019 gathering and compression agreement and Mountaineer gathering and compression agreement end in
2035 and 2026, respectively. As of January 1, 2025, there were no minimum lease payments for the Marcellus gathering and
compression agreement.
The Company recognizes lease income from its minimum lease payments under its gathering and compression agreements on
a straight-line basis. Additional variable operating lease income is earned when volumes in excess of the minimum commitments or
fees are delivered under the contract. The Company recognizes variable lease income when low pressure volumes are delivered to a
compressor station, compression volumes are delivered to a high pressure line and high pressure volumes are delivered to a processing
plant or transmission pipeline, as applicable. Minimum volume commitments for the 2019 gathering and compression agreement are
aggregated such that the agreement has a single minimum volume commitment for the respective service each year. The Mountaineer
gathering and compression agreement minimum compression and gathering fees are not subject to aggregation and are determined on
a monthly basis for each compressor station and gathering line, respectively, subject to such agreement. The Company invoices the
F-16
Table of Contents ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
customer the month after each service is performed, and payment is due in the same month. The Company is not party to any leases
that have not commenced.
Minimum future lease cash flows to be received by the Company under the gathering and compression agreements as of
December 31, 2025 are as follows (in thousands):
Year ending December 31, 2026
Year ending December 31, 2027
Year ending December 31, 2028
Year ending December 31, 2029
Year ending December 31, 2030
Thereafter
Total (1)
$
$
314,934
254,249
183,839
123,016
89,885
134,944
1,100,867
(1) Minimum future lease cash flows related to the Utica Shale Property and Equipment classified as held for sale were $48 million as of December 31, 2025.
(b) Water Handling
The Company is party to a water services agreement with Antero Resources, whereby the Company provides certain water
handling services to Antero Resources within an area of dedication in defined service areas in West Virginia and Ohio. The initial
term of the water services agreement runs to 2035. Upon completion of the initial term in 2035, the water services agreement will
continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date
of the agreement, by notice from either the Company or Antero Resources to the other party on or before the 180th day prior to the
anniversary of such agreement. Under the agreement, the Company receives a fixed fee for fresh water deliveries by pipeline directly
to the well site, subject to annual CPI-based adjustments. In addition, the Company provides other fluid handling services. These
operations, along with the Company’s fresh water delivery systems, support well completion and production operations for Antero
Resources. These services are provided by the Company directly or through third-parties with which the Company contracts. For
these other fluid handling services provided by third parties, Antero Resources reimburses the Company’s third-party out-of-pocket
costs plus 3%. For these other fluid handling services provided by the Company, the Company charges Antero Resources a cost of
service fee. The cost of service fee allows the Company to recover its share of capital expenditures to construct any new facilities
required to provide other fluid handling services to Antero Resources and earn a return on capital invested of 13% per annum over a
period of seven years. As of December 31, 2025, the Company had minimum future revenues for its cost of service fees of $67
million to be received and recognized by the Company under the water services agreement during 2026 through 2032 as the
agreement’s performance obligations are satisfied.
The Company satisfies its performance obligations and recognizes revenue when (i) the fresh water volumes have been
delivered to the hydration unit of a specified well pad or (ii) other fluid handling services have been completed. The Company
invoices the customer the month after water services are performed, and payment is due in the same month. For services contracted
through third-party providers, the Company’s performance obligation is satisfied when the service to be performed by the third-party
provider has been completed. The Company invoices the customer after the third-party provider billing is received, and payment is
due in the same month.
Transaction Price Allocated to Remaining Performance Obligations
The Company’s water service agreement with Antero Resources has a term greater than one year. The Company is not
required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated
entirely to a wholly unsatisfied performance obligation. Under this contract, each unit of product delivered to the customer represents
a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to
remaining performance obligations is not required.
The Company also performs water services for third-party customers and such contracts are short-term in nature with a
contract term of one year or less. Accordingly, the Company is exempt from disclosure of the transaction price allocated to remaining
performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.
F-17
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
Contract Balances
Under the Company’s water service contracts, the Company invoices customers after the performance obligations have been
satisfied, at which point payment is unconditional. Accordingly, the Company’s water service contracts do not give rise to contract
assets or liabilities.
(c) Disaggregation of Revenue
In the following table, revenue is disaggregated by type of service and type of fee and is identified by the reportable segment
to which such revenues relate. See Note 17—Reportable Segments for additional information.
(in thousands)
Reportable segment / Type of service
Gathering and Processing (1)
Gathering—low pressure
Gathering—low pressure fee rebate
Compression
Gathering—high pressure
Amortization of customer relationships
Water Handling
Fresh water delivery
Other fluid handling
Amortization of customer relationships
Total
Reportable segment / Type of contract
Gathering and Processing (1)
Per unit fixed fee
Gathering—low pressure fee rebate
Amortization of customer relationships
Water Handling
Per unit fixed fee
Cost plus 3%
Cost of service fee
Amortization of customer relationships
Total
2023
Year Ended December 31,
2024
2025
$
$
$
420,002
(51,500)
246,952
226,908
(37,086)
164,641
105,440
(33,586)
1,041,771
893,862
(51,500)
(37,086)
166,055
81,125
22,901
(33,586)
$
1,041,771
427,074
—
252,984
246,005
(37,086)
149,072
101,730
(33,586)
1,106,193
926,063
—
(37,086)
151,016
69,095
30,691
(33,586)
1,106,193
451,168
—
269,563
266,553
(37,086)
154,498
117,316
(33,586)
1,188,426
987,284
—
(37,086)
156,914
77,202
37,698
(33,586)
1,188,426
(1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering and compression systems.
The Company’s receivables from its contracts with customers and operating leases as of December 31, 2024 and
2025 were $115 million and $111 million, respectively.
F-18
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(7) Property and Equipment
Property and equipment, net consisted of the following items:
(in thousands)
Land
Gathering systems and facilities
Permanent buried pipelines and equipment
Surface pipelines and equipment
Heavy trucks and equipment
Above ground storage tanks
Other assets
Construction-in-progress
Total property and equipment
Less accumulated depreciation
Property and equipment, net
Estimated
Useful Lives
2024
December 31,
n/a $
31,237
40-50 years (1)
7-20 years
1-7 years
3-5 years
5-10 years
3-20 years
n/a
$
3,553,934
653,891
110,677
4,413
5,131
8,111
184,680
4,552,074
(670,453)
3,881,621
2025
29,435
3,197,948
651,286
161,751
4,413
5,481
8,389
141,233
4,199,936
(745,364)
3,454,572
(1) Gathering systems and facilities are recognized as a single-leased asset with no residual value.
(8) Income Taxes
Income tax expense consisted of the following:
(in thousands)
Current:
State
Current income tax expense (benefit)
Deferred:
U.S. federal
State
Deferred income tax expense
Total income tax expense
Year Ended December 31,
2024
2023
2025
$
(6,377)
(6,377)
108,347
26,317
134,664
128,287
$
—
—
119,134
28,595
147,729
147,729
1,646
1,646
121,729
27,658
149,387
151,033
Income tax expense differs from the amount that would be computed by applying the U.S. statutory federal income tax rate of
21% to income before taxes as a result of the following:
(in thousands, except percentages)
U.S. federal statutory income tax
State and local income tax expense, net of federal effect(1)
Changes in valuation allowance
Nontaxable or nondeductible items:
Executive compensation
Other
Total income tax expense / Effective tax rate
2023
Year Ended December 31,
2024
Amount Percent Amount Percent Amount Percent
21.0 %
$ 105,015
5.2 %
19,940
— %
—
21.0 % $ 115,210
28,595
4.0 %
(1,917)
— %
21.0 % $ 118,481
29,304
5.2 %
77
(0.3) %
2025
4,530
(1,198)
$ 128,287
0.9 %
6,751
(910)
(0.2) %
25.7 % $ 147,729
1.2 %
9,318
(6,147)
(0.2) %
26.9 % $ 151,033
1.7 %
(1.1) %
26.8 %
(1) West Virginia made up the majority (greater than 50 percent) of the Company’s state income tax expense, net of the federal effect for the years ended December
31, 2023, 2024 and 2025.
F-19
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
Income taxes paid (refunded) consisted of the following:
(in thousands)
U.S. federal income taxes
West Virginia income taxes
Total income taxes paid (refunded)
Year Ended December 31,
2024
2025
2023
$
$
—
(9,626)
(9,626)
(104)
—
(104)
2,000
600
2,600
Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting
purposes and such amounts as measured by tax laws. The tax effect of the temporary differences giving rise to net deferred income
tax assets and liabilities is as follows:
(in thousands)
Deferred income tax assets:
NOL carryforwards
Equity-based compensation
Charitable contributions
Total deferred income tax assets
Valuation allowance
Deferred income tax assets, net
Deferred income tax liability:
Investment in Antero Midstream Partners
Deferred income tax liability, net
December 31,
2024
2025
$
117,854
3,359
237
121,450
(237)
121,213
137,721
3,154
332
141,207
(332)
140,875
534,821
(413,608)
$
703,871
(562,996)
In assessing the realizability of the deferred income tax assets, management considers whether some portion or all of the
deferred income tax assets will be realized based on a more-likely-than-not standard of judgment. The ultimate realization of deferred
income tax assets is dependent upon the generation of future taxable income during the periods in which the Company’s temporary
differences become deductible. Management considers projected future taxable income and tax planning strategies in making this
assessment. Based upon the projections of future taxable income over the periods in which the deferred income tax assets are
deductible, management believed that the Company will not realize the benefits of certain of these deductible differences related to
charitable contributions. As such, as of December 31, 2024 and 2025, the Company recorded a full valuation allowance for its
charitable contributions.
The calculation of the Company’s tax assets and liabilities involves uncertainties in the application of complex tax laws and
regulations. The Company gives financial statement recognition to those tax positions that it believes are more-likely-than-not to be
sustained upon examination by the IRS or state revenue authorities. As of December 31, 2024 and 2025, the Company did not have
any uncertain tax positions.
As of December 31, 2025, the Company has U.S. federal and state NOL carryforwards before the effect of income taxes of
$557 million and $406 million, respectively, which have no expiration date. Tax years 2022 through 2025 remain open to
examination by the IRS. The Company and its subsidiaries file tax returns with various state taxing authorities, and those returns
remain open to examination for tax years 2021 through 2025.
F-20
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(9) Long-Term Debt
Long-term debt consisted of the following items:
(in thousands)
Credit Facility
5.75% senior notes due 2027
5.75% senior notes due 2028
5.375% senior notes due 2029
6.625% senior notes due 2032
5.75% senior notes due 2033
5.75% senior notes due 2034
Total principal
Unamortized debt premium
Unamortized debt issuance costs
Total long-term debt
(a) Credit Facility
December 31,
2024
484,300
650,000
650,000
750,000
600,000
—
—
3,134,300
882
(18,224)
3,116,958
$
$
2025
—
—
650,000
750,000
600,000
650,000
600,000
3,250,000
—
(27,470)
3,222,530
On July 30, 2024, Antero Midstream Partners, an indirect, wholly owned subsidiary of Antero Midstream Corporation, as
borrower (the “Borrower”), amended and restated its senior secured revolving credit facility with a syndicate of banks. Lender
commitments under the Credit Facility were $1.25 billion as of December 31, 2024 and 2025, respectively. The Credit Facility
matures on July 30, 2029; provided that if on the date that is 91 days prior to the stated maturity of any outstanding senior unsecured
notes of the Borrower, including the 2028 Notes (as defined below) and the 2029 Notes (as defined below), the outstanding principal
amount of such notes is greater than or equal to $50 million and the sum of (A) the outstanding principal amount of loans, undrawn
letters of credit, and drawn but unreimbursed amounts with respect to letters of credit, in each case, then outstanding under the Credit
Facility plus (B) (1) the outstanding principal amount of such notes on such date minus (2) consolidated unrestricted cash of the
Borrower exceeds 85% of the Aggregate Commitments (as defined in the Credit Facility), the Credit Facility will mature on such date.
As of December 31, 2025, the Credit Facility had an available borrowing capacity of $1.25 billion.
The Credit Facility contains negative and affirmative covenants applicable to the Borrower and its restricted subsidiaries
customary for credit facilities of this type, including, among other things, limitations on: liens; indebtedness; investments;
fundamental changes, such as mergers, consolidations, liquidations and dissolutions; the disposition of assets; transactions with
affiliates that are not on arms’-length terms; prepayments and amendments of certain indebtedness; and swap and hedge transactions.
The Credit Facility permits distributions to the holders of the Borrower’s equity interests in accordance with the cash
distribution policy, adopted by the board under the partnership agreement of the Borrower, provided that no event of default exists or
would be caused thereby, and only to the extent permitted by the Borrower’s organizational documents.
The Credit Facility also requires the Borrower to maintain the following financial ratios:
•
•
•
other than during an Investment Grade Period (as defined in the Credit Facility) a consolidated interest coverage
ratio, which is the ratio of Antero Midstream Partners’ consolidated EBITDA to its consolidated current interest
charges of at least 2.5 to 1.0 at the end of each fiscal quarter;
a consolidated total leverage ratio, which is the ratio of consolidated debt to consolidated EBITDA, of not more than
5.00 to 1.00 at the end of each fiscal quarter; provided that, at Antero Midstream Partners’ election, which may be
exercised only once, during a period that is not an Investment Grade Period (the “Financial Covenant Election”), the
consolidated total leverage ratio shall be no more than 5.25 to 1.0; and
after a Financial Covenant Election, a consolidated senior secured leverage ratio covenant in addition to the 5.25 to
1.0 consolidated total leverage ratio covenant, which is the ratio of consolidated senior secured debt to consolidated
EBITDA, of not more than 3.75 to 1.0.
The Borrower was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2024 and
2025.
F-21
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
The Credit Facility provides for borrowing under either the Adjusted Term SOFR plus a 0.10% credit adjustment spread and
subject to a 0.00% floor or the Base Rate (as each term is defined in the Credit Facility). Principal amounts borrowed are payable on
the maturity date with such borrowings bearing interest that is payable with respect to (i) Base Rate loans, quarterly and (ii) SOFR
Loans at the end of the applicable interest period if three months (or shorter, if applicable), or every three months if the applicable
interest period is longer than three months. During any period that is not an Investment Grade Period, the interest margin is
determined with reference to the Borrower’s then-current consolidated total leverage ratio, which for SOFR loans range from 1.50% to
2.50%. During any period that is not an Investment Grade Period, commitment fees on the unused portion of the Credit Facility are
due quarterly at rates ranging from 0.25% to 0.375%. If the Borrower receives at least two Investment Grade Ratings (as defined in
the Credit Facility), no default or event of default exists and the Borrower is in pro forma compliance with the Credit Facility’s
financial covenants (subject to provision of the Credit Facility), the Borrower may elect to enter into an Investment Grade Period.
During an Investment Grade Period, the interest margin is determined by reference to the Company’s corporate family rating, which
for SOFR loans range from 1.125% to 2.000%. In addition, during an Investment Grade Period, the commitment fees on the unused
portion of the Credit Facility are determined by reference to the Company’s corporate family rating, which range from 0.125% to
0.300%. The Borrower was not in an Investment Grade Period during the years ended December 31, 2024 and 2025.
As of December 31, 2024, the Borrower had outstanding borrowings under the Credit Facility of $484 million with a
weighted average interest rate of 6.09%, and the Borrower had no letters of credit outstanding on such date. As of December 31,
2025, the Borrower had no outstanding borrowings or letters of credit under the Credit Facility.
(b) 7.875% Senior Notes Due 2026
On November 10, 2020, Antero Midstream Partners and its wholly owned subsidiary Finance Corp (the “Issuers”) issued
$550 million in aggregate principal amount of 7.875% senior notes due May 15, 2026 at par. Interest on the 2026 Notes was payable
on May 15 and November 15 of each year. During the year ended December 31, 2024, the Issuers repurchased or otherwise fully
redeemed $550 million aggregate principal amount of its 2026 Notes at a weighted average premium of 101.975% of the principal
amount thereof, plus accrued and unpaid interest, and recognized a loss on early debt extinguishment of $14 million, which included
the write-off of all unamortized debt issuance costs. The 2026 Notes were fully retired as of May 16, 2024.
(c) 5.75% Senior Notes Due 2027
On February 25, 2019, the Issuers issued $650 million in aggregate principal amount of 5.75% senior notes due March 1,
2027 (the “2027 Notes”) at par. The 2027 Notes were recorded at their fair value of $653 million as of March 12, 2019, and the
related premium of $3 million will be amortized into interest expense over the life of the 2027 Notes. Interest on the 2027 Notes was
payable on March 1 and September 1 of each year. On September 23, 2025, the Issuers redeemed all $650 million of the 2027 Notes
at par, plus accrued and unpaid interest, and recognized a loss on early debt extinguishment of $1 million during the year ended
December 31, 2025, which included the write-off of all unamortized premium and debt issuance costs.
(d) 5.75% Senior Notes Due 2028
On June 28, 2019, the Issuers issued $650 million in aggregate principal amount of 5.75% senior notes due January 15, 2028
(the “2028 Notes”) at par. The 2028 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value
of the collateral securing the Credit Facility. The 2028 Notes are fully and unconditionally guaranteed on a joint and several senior
unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp)
and certain of its future restricted subsidiaries. Interest on the 2028 Notes is payable on January 15 and July 15 of each year. Antero
Midstream Partners may redeem all or part of the 2028 Notes at any time at redemption prices ranging from 100.958% as of
December 31, 2025 to 100.00% on or after January 15, 2026. If Antero Midstream Partners undergoes a change of control followed
by a rating decline, the holders of the 2028 Notes will have the right to require Antero Midstream Partners to repurchase all or a
portion of the 2028 Notes at a price equal to 101% of the principal amount of the 2028 Notes, plus accrued and unpaid interest.
F-22
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(e) 5.375% Senior Notes Due 2029
On June 8, 2021, the Issuers issued $750 million in aggregate principal amount of 5.375% senior notes due June 15, 2029
(the “2029 Notes”) at par. The 2029 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value
of the collateral securing the Credit Facility. The 2029 Notes are fully and unconditionally guaranteed on a joint and several senior
unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp)
and certain of its future restricted subsidiaries. Interest on the 2029 Notes is payable on June 15 and December 15 of each year.
Antero Midstream Partners may redeem all or part of the 2029 Notes at any time at redemption prices ranging from 101.344% as of
December 31, 2025 to 100.00% on or after June 15, 2026. If Antero Midstream Partners undergoes a change of control followed by a
rating decline, the holders of the 2029 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of
the 2029 Notes at a price equal to 101% of the principal amount of the 2029 Notes, plus accrued and unpaid interest.
(f) 6.625% Senior Notes Due 2032
On January 16, 2024, the Issuers issued $600 million in aggregate principal amount of 6.625% senior notes due February 1,
2032 at par. The 2032 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the
collateral securing the Credit Facility. The 2032 Notes are fully and unconditionally guaranteed on a joint and several senior
unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp)
and certain of its future restricted subsidiaries. The net proceeds from the 2032 Notes were used to repay outstanding borrowings on
the Prior Credit Facility. Interest on the 2032 Notes is payable on February 1 and August 1 of each year. Antero Midstream Partners
may redeem all or part of the 2032 Notes at any time on or after February 1, 2027 at redemption prices ranging from 103.313% on or
after February 1, 2027 to 100.00% on or after February 1, 2029. In addition, prior to February 1, 2027, Antero Midstream Partners
may redeem up to 35% of the aggregate principal amount of the 2032 Notes with an amount of cash not greater than the net cash
proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 106.625% of the principal amount of the
2032 Notes, plus accrued and unpaid interest. At any time prior to February 1, 2027, Antero Midstream Partners may also redeem the
2032 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2032 Notes plus a “make-whole” premium and
accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of
the 2032 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2032 Notes at a price
equal to 101% of the principal amount of the 2032 Notes, plus accrued and unpaid interest.
(g) 5.75% Senior Notes Due 2033
On September 22, 2025, the Issuers issued $650 million in aggregate principal amount of 5.75% senior notes due October 15,
2033 at par. The 2033 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the
collateral securing the Credit Facility. The 2033 Notes are fully and unconditionally guaranteed on a joint and several senior
unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp)
and certain of its future restricted subsidiaries. Interest on the 2033 Notes is payable on April 15 and October 15 of each year. Antero
Midstream Partners may redeem all or part of the 2033 Notes at any time on or after October 15, 2028 at redemption prices ranging
from 102.875% on or after October 15, 2028 to 100.00% on or after October 15, 2030. In addition, prior to October 15, 2028, Antero
Midstream Partners may redeem up to 35% of the aggregate principal amount of the 2033 Notes with an amount of cash not greater
than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.750% of the principal
amount of the 2033 Notes, plus accrued and unpaid interest. At any time prior to October 15, 2028, Antero Midstream Partners may
also redeem the 2033 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2033 Notes plus a “make-
whole” premium and accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control followed by a rating
decline, the holders of the 2033 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the
2033 Notes at a price equal to 101% of the principal amount of the 2033 Notes, plus accrued and unpaid interest.
(h) 5.75% Senior Notes Due 2034
On December 23, 2025, the Issuers issued $600 million in aggregate principal amount of 5.75% senior notes due July 1, 2034
(the “2034 Notes”) at par. The 2034 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value
of the collateral securing the Credit Facility. The 2034 Notes are fully and unconditionally guaranteed on a joint and several senior
unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp)
and certain of its future restricted subsidiaries. Interest on the 2034 Notes is payable on January 1 and July 1 of each year.
F-23
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
Antero Midstream Partners may also redeem all or a part of the 2034 Notes at any time on or after January 1, 2029 at the
redemption prices ranging from 102.875% on or after January 1, 2029 to 100.00% on or after January 1, 2031, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to January 1, 2029, Antero Midstream
Partners may redeem up to 35% of the aggregate principal amount of the 2034 Notes at a redemption price equal to 105.750% of the
principal amount, plus accrued and unpaid interest, if any, to the redemption date, with an amount of cash not greater than the net
proceeds from certain equity offerings. At any time prior to January 1, 2029, Antero Midstream Partners may redeem all or part of the
2034 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2034 Notes plus a “make-whole”
premium plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If Antero Midstream Partners undergoes a
change of control followed by a rating decline, the holders of the 2034 Notes will have the right to require Antero Midstream Partners
to repurchase all or a portion of the 2034 Notes at a price equal to 101% of the principal amount of the 2034 Notes, plus accrued and
unpaid interest.
(i) Senior Notes Guarantors
The Company and each of the Company’s wholly owned subsidiaries (except for the Issuers) has fully and unconditionally
guaranteed the 2028 Notes, 2029 Notes, 2032 Notes, 2033 Notes and 2034 Notes (collectively the “Senior Notes”). In the event a
guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no
longer qualifies as a Restricted Subsidiary (as defined in the applicable indenture governing the series of Senior Notes) of the Issuer or
the sale of all or substantially all of its assets) and whether or not the guarantor is the surviving entity in such transaction to a person
that is not an Issuer or a Restricted Subsidiary of an Issuer, such guarantor will be released from its obligations under its guarantee if
the sale or other disposition does not violate the covenants set forth in the indentures governing the applicable Senior Notes.
In addition, a guarantor will be released from its obligations under the applicable indenture and its guarantee (i) upon the
release or discharge of the guarantee of other indebtedness under a credit facility that resulted in the creation of such guarantee, except
a release or discharge by or as a result of payment under such guarantee, (ii) if the Issuers designate such subsidiary as an unrestricted
subsidiary and such designation complies with the other applicable provisions of the indenture governing the applicable Senior Notes
or (iii) in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the applicable Senior Notes.
During the years ended December 31, 2023, 2024 and 2025, all of the Company’s assets and operations are attributable to the
Issuers and its guarantors.
(10) Accrued Liabilities
Accrued liabilities consisted of the following items:
(in thousands)
Capital expenditures
Operating expenses
Interest expense
Ad valorem taxes
Other
Total accrued liabilities
December 31,
2024
2025
$
$
10,980
14,536
48,808
6,258
2,973
83,555
19,523
13,139
46,322
6,222
6,321
91,527
F-24
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
F-25
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(11) Equity-Based Compensation
(a) Summary of Equity-Based Compensation
Effective March 12, 2019, the Board of Directors of Antero Midstream Corporation (the “Board”) adopted the Antero
Midstream Corporation Long Term Incentive Plan under which awards may be granted to employees, directors, and other service
providers of the Company and its affiliates. On June 5, 2024, that Company’s stockholders approved the AM LTIP. This amendment
increased the number of shares of the Company’s common stock reserved for awards from 15,398,901 shares to 28,735,901 shares,
and extended the term of the plan from March 12, 2029 to June 5, 2034. The AM LTIP provides for the grant of stock options, stock
appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents, other stock-based awards, cash awards and
substitute awards. The terms and conditions of the awards granted are established by the compensation committee of the Board. As
of December 31, 2025, a total of 15,223,526 shares were available for future grant under the AM LTIP.
The Company’s equity-based compensation expense, by type of award, is as follows:
(in thousands)
Restricted stock units
Performance share units
Equity awards issued to directors
Total expense
Year Ended December 31,
2024
2025
2023
$
$
24,409
6,266
931
31,606
33,666
9,669
997
44,332
34,045
10,769
1,144
45,958
The total fair value of the Company’s vested equity awards for the years ended December 31, 2023, 2024 and 2025 were
$22 million, $37 million and $67 million, respectively.
(b) Restricted Stock Unit Awards
RSU awards vest subject to the satisfaction of service requirements. Expense related to each RSU award is recognized on a
straight-line basis over the requisite service period of the entire award. The grant date fair values of these awards are determined
based on the closing price of the Company’s common stock on the date of the grant. The weighted average grant date fair value per
share for RSUs granted during the years ended December 31, 2023, 2024 and 2025 were $10.59, $13.45 and $16.47, respectively.
A summary of the RSU awards activity is as follows:
Total awarded and unvested—December 31, 2024
Granted
Vested
Forfeited
Total awarded and unvested—December 31, 2025
Number
of Units
5,642,261
2,117,849
(3,096,963)
(175,779)
4,487,368
$
$
Weighted Average
Grant Date
Fair Value
11.79
16.47
11.33
14.53
14.20
As of December 31, 2025, unamortized equity-based compensation expense of $38 million related to the unvested RSUs is
expected to be recognized over a weighted average period of 1.8 years.
F-26
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(c) Performance Share Unit Awards
Performance Share Unit Awards Based on Return on Invested Capital
In April 2022, the Company granted performance share units (“PSUs”) to certain of its employees and executive officers that
vest based on the Company’s actual return on invested capital (“ROIC”) (as defined in the award agreement) over a three-year period
concluding on December 31, 2024 as compared to a targeted ROIC (“2022 ROIC PSUs”). The number of shares of the Company’s
common stock that can be earned with respect to the 2022 ROIC PSUs ranges from zero to 200% of the target number of 2022 ROIC
PSUs originally granted. The performance condition for the 2022 ROIC PSUs was met at 200% of target as of December 31, 2024.
As a result, during the first quarter of 2025 the 2022 ROIC PSUs vested and converted into approximately 0.9 million shares of the
Company’s common stock. As of December 31, 2025, there were no 2022 ROIC PSUs outstanding.
In March 2023, the Company granted PSUs to certain of its employees and executive officers that vest based on the
Company’s actual ROIC (as defined in the award agreement) over a three-year period concluding on December 31, 2025 as compared
to a targeted ROIC (“2023 ROIC PSUs”). The number of shares of the Company’s common stock that can be earned with respect to
the 2023 ROIC PSUs ranges from zero to 200% of the target number of 2023 ROIC PSUs originally granted. The performance
condition for the 2023 ROIC PSUs was met at 200% of target as of December 31, 2025. As a result, during the first quarter of 2026,
the 2023 ROIC PSUs will vest and convert into approximately one million shares of the Company’s common stock.
In March 2024, the Company granted PSUs to certain of its executive officers that vest based on the Company’s actual ROIC
(as defined in the award agreement) over a three-year period concluding on December 31, 2026 as compared to a targeted ROIC
(“2024 ROIC PSUs”). The number of shares of the Company’s common stock that can be earned with respect to the 2024 ROIC
PSUs ranges from zero to 200% of the target number of 2024 ROIC PSUs originally granted. The likelihood of achieving the
performance conditions related to 2024 ROIC PSUs was probable as of December 31, 2025.
In March 2025, the Company granted PSUs to certain of its executive officers that vest based on the Company’s actual ROIC
(as defined in the award agreement) over a three-year period concluding on December 31, 2027 as compared to a targeted ROIC
(“2025 ROIC PSUs”). The number of shares of the Company’s common stock that can be earned with respect to the 2025 ROIC
PSUs ranges from zero to 200% of the target number of 2025 ROIC PSUs originally granted. The likelihood of achieving the
performance conditions related to 2025 ROIC PSU awards was probable as of December 31, 2025.
Summary Information for Performance Share Unit Awards
PSU awards vest subject to the satisfaction of certain performance and service requirements. Expense related to each PSU
award is recognized on a straight-line basis over the performance period of the entire award. The grant date fair value of these awards
was based on the closing price of the Company’s common stock on the date of the grant, assuming target achievement of the
performance condition. Expense related to PSU awards is recognized based on the number of shares of the Company’s common stock
that are expected to be issued at the end of the measurement period, and such expense is reversed if the likelihood of achieving the
performance condition decreases. The grant date fair value per share for PSUs granted during the years ended December 31, 2023,
2024 and 2025 were $10.58, $13.44 and $16.46, respectively.
A summary of the PSU awards activity is as follows:
Total awarded and unvested—December 31, 2024
Granted
Vested
Total awarded and unvested—December 31, 2025
Number
of Units
1,302,338
300,029
(439,935)
1,162,432
$
$
Weighted Average
Grant Date
Fair Value
11.59
16.46
11.28
12.96
As of December 31, 2025, unamortized equity-based compensation expense of $11 million related to the unvested PSUs is
expected to be recognized over a weighted average period of 1.6 years.
F-27
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(12) Cash Dividends
The Company paid cash dividends for the quarter indicated as follows (in thousands, except per share data):
Period
Q4 2022
*
Q1 2023
*
Q2 2023
*
Q3 2023
*
Q4 2023
*
Q1 2024
*
Q2 2024
*
Q3 2024
*
Q4 2024
*
Q1 2025
*
Q2 2025
*
Q3 2025
*
Record Date
Dividend Date
Dividends
January 25, 2023
February 14, 2023
April 26, 2023
May 15, 2023
July 26, 2023
August 14, 2023
October 25, 2023
November 14, 2023
Total 2023
January 24, 2024
February 14, 2024
April 24, 2024
May 15, 2024
July 24, 2024
August 14, 2024
October 23, 2024
November 14, 2024
Total 2024
January 29, 2025
February 14, 2025
April 23, 2025
May 15, 2025
July 23, 2025
August 14, 2025
October 22, 2025
November 14, 2025
Total 2025
February 8, 2023
February 14, 2023
May 10, 2023
May 15, 2023
August 9, 2023
August 14, 2023
November 8, 2023
November 14, 2023
February 7, 2024
February 14, 2024
May 8, 2024
May 15, 2024
August 7, 2024
August 14, 2024
November 6, 2024
November 14, 2024
February 12, 2025
February 14, 2025
May 7, 2025
May 15, 2025
August 6, 2025
August 14, 2025
November 5, 2025
November 14, 2025
$
$
$
$
$
$
108,364
138
110,607
137
107,900
138
107,975
137
435,396
107,918
138
112,818
137
108,516
138
108,382
137
438,184
112,615
138
111,519
137
107,686
138
107,187
137
439,557
$
$
$
Dividends
per Share
0.2250
*
0.2250
*
0.2250
*
0.2250
*
0.2250
*
0.2250
*
0.2250
*
0.2250
*
0.2250
*
0.2250
*
0.2250
*
0.2250
*
* Dividends are paid in accordance with the terms of the Series A Preferred Stock (as defined below) as discussed in Note 13—
Equity and Net Income Per Common Share.
On January 14, 2026, the Board announced the declaration of a cash dividend on the shares of AM common stock of $0.2250
per share for the quarter ended December 31, 2025. The dividend was paid on February 11, 2026 to stockholders of record as of
January 28, 2026. The Company pays dividends (i) out of surplus or (ii) if there is no surplus, out of the net profits for the fiscal year
in which the dividend is declared and/or the preceding fiscal year, as provided under Delaware law.
The Board also declared a cash dividend of $137,500 on the shares of Series A Preferred Stock of Antero Midstream that will
be paid on February 17, 2026 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 13—Equity
and Net Income Per Common Share. As of December 31, 2025, there were dividends in the amount of $68,750 accumulated in arrears
on the Company’s Series A Preferred Stock.
F-28
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(13) Equity and Net Income Per Common Share
(a) Preferred Stock
The Board authorized 100,000,000 shares of preferred stock on March 12, 2019, and issued 10,000 shares of preferred stock
designated as "5.5% Series A Non-Voting Perpetual Preferred Stock" (the "Series A Preferred Stock"), to The Antero Foundation on
that date. Dividends on the Series A Preferred Stock are cumulative from the date of original issue and payable in cash on the 45th day
following the end of each fiscal quarter, or such other dates as the Board will approve, at a rate of 5.5% per annum on (i) the
liquidation preference per share of Series A Preferred Stock (as described below) and (ii) the amount of accrued and unpaid dividends
for any prior dividend period on such share of Series A Preferred Stock, if any. At any time following the date of issue, in the event of
a change of control, or at any time on or after March 12, 2029, the Company may redeem the Series A Preferred Stock at a price equal
to $1,000 per share, plus any accrued and unpaid dividends, payable in cash; provided that if any shares of the Series A Preferred
Stock are held by The Antero Foundation at the time of such redemption, the price for redemption of each share of Series A Preferred
Stock will be the greater of (i) $1,000 per share, plus any accrued but unpaid dividends, and (ii) the fair market value of the Series A
Preferred Stock. On or after March 12, 2029, the holder of each share of Series A Preferred Stock (other than The Antero Foundation)
may convert such shares, at any time and from time to time, at the option of the holder into a number of shares of the Company’s
common stock equal to the conversion ratio in effect on the applicable conversion date, subject to certain limitations. The Series A
Preferred Stock ranks senior to the Company’s common stock as to dividend rights, as well as with respect to rights upon liquidation,
winding-up or dissolution of the Company. Holders of the Series A Preferred Stock do not have any voting rights in the Company,
except as required by law, or any preemptive rights.
(b) Weighted Average Common Shares Outstanding
The following is a reconciliation of the Company’s basic weighted average common shares outstanding to diluted weighted
average common shares outstanding:
(in thousands)
Basic weighted average number of common shares outstanding
Add: Dilutive effect of RSUs
Add: Dilutive effect of PSUs
Add: Dilutive effect of Series A Preferred Stock
Diluted weighted average number of common shares outstanding
Year Ended December 31,
2024
480,822
2,345
1,417
663
485,247
2023
479,378
1,668
528
798
482,372
2025
477,906
2,169
1,540
562
482,177
There were no anti-dilutive securities outstanding during the years ended December 31, 2023, 2024 and 2025.
(c) Net Income Per Common Share
Net income per common share—basic for each period is computed by dividing the net income or loss attributable to the
Company by the basic weighted average number of common shares outstanding during the period. Net income per common share—
diluted for each period is computed after giving consideration to the potential dilution from outstanding equity-based awards,
calculated using the treasury stock method. During periods in which the Company incurs a net loss, diluted weighted average
common shares outstanding are equal to basic weighted average common shares outstanding because the effect of all equity-based
awards is anti-dilutive.
(in thousands, except per share amounts)
Net income
Less preferred stock dividends
Year Ended December 31,
2024
400,892
2023
371,786
(550)
(550)
$
Net income available to common shareholders
$
371,236
400,342
Net income per common share–basic
Net income per common share–diluted
$
$
0.77
0.77
0.83
0.83
2025
413,163
(550)
412,613
0.86
0.86
Weighted average common shares outstanding–basic
Weighted average common shares outstanding–diluted
479,378
482,372
480,822
485,247
477,906
482,177
F-29
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(14) Fair Value Measurement
The carrying values on the consolidated balance sheets of the Company’s cash and cash equivalents, restricted cash, accounts
receivable—Antero Resources, accounts receivable—third party, other current assets, accounts payable—Antero Resources, accounts
payable—third party, accrued liabilities and other current liabilities approximate fair values due to their short-term maturities. The
carrying value of the amounts under the Credit Facility as of December 31, 2024 and 2025 approximated fair value because the
variable interest rates are reflective of current market conditions.
The fair value and carrying value of the Company’s Senior Notes is as follows:
December 31, 2024
December 31, 2025
(in thousands)
2027 Notes
2028 Notes
2029 Notes
2032 Notes
2033 Notes
2034 Notes
Total
$
$
Fair Value (1)
646,750
644,410
730,425
602,220
—
—
2,623,805
Carrying Value (2)
648,082
646,684
744,516
593,376
—
—
2,632,658
Fair Value (1)
—
649,155
750,000
621,000
653,250
604,800
3,278,205
Carrying Value (2)
—
647,725
745,620
594,132
642,525
592,528
3,222,530
(1) Fair values are based on Level 2 market data inputs.
(2) Carrying values are presented net of unamortized debt issuance costs and debt premium.
The Company used an income approach to estimate the selling price less costs to sell of the Utica Shale Property and
Equipment, which represents fair value of the Utica Shale Property and Equipment as of December 31, 2025. The selling price less
costs to sell is based on significant inputs not observable in the market, and therefore, represents a Level 3 measurement within the fair
value hierarchy. See Note 3—Transactions for additional information.
(15) Investments in Unconsolidated Affiliates
(a) Summary of Investments in Unconsolidated Affiliates
The Company has a 50% equity interest in the Joint Venture to develop processing and fractionation assets with MarkWest, a
wholly owned subsidiary of MPLX, LP. The Joint Venture was formed to develop processing and fractionation assets in Appalachia.
MarkWest operates the Joint Venture assets, which consist of processing plants in West Virginia and a one-third interest in two
MarkWest fractionators in Ohio.
The Company also has a 15% equity interest in a gathering system of Stonewall, which operates a 67-mile pipeline on which
Antero Resources is an anchor shipper.
The following table is a reconciliation of the Company’s investments in these unconsolidated affiliates:
(in thousands)
Balance as of December 31, 2023
Additional investments
Equity in earnings of unconsolidated affiliates (1)
Distributions from unconsolidated affiliates
Balance as of December 31, 2024
Additional investments
Equity in earnings of unconsolidated affiliates (1)
Distributions from unconsolidated affiliates
Balance as of December 31, 2025
Joint Venture
508,821
—
102,474
(120,930)
490,365
—
107,815
(126,675)
471,505
$
$
$
Total Investment
in Unconsolidated
Affiliates
Stonewall
117,829
2,393
8,099
(14,730)
113,591
6,653
8,624
(14,595)
114,273
626,650
2,393
110,573
(135,660)
603,956
6,653
116,439
(141,270)
585,778
(1) As adjusted for the amortization of the difference between the cost of the equity investments in the Joint Venture and Stonewall and the amount of the underlying
equity in the net assets of the Joint Venture and Stonewall as of March 12, 2019.
F-30
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(b) Summarized Financial Information of Unconsolidated Affiliates
The following tables present summarized financial information for the Company’s investments in unconsolidated affiliates:
Combined Balance Sheets
(in thousands)
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Noncontrolling interest
Partners' capital
Total liabilities and partners' capital
Statements of Combined Operations
December 31,
2024
79,680
1,412,844
1,492,524
9,319
3,630
139,368
1,340,207
1,492,524
$
$
$
$
2025
85,437
1,407,921
1,493,358
16,432
3,230
133,012
1,340,684
1,493,358
(in thousands)
Revenues
Operating expenses
Income from operations
Net income attributable to unconsolidated affiliates, including
noncontrolling interest
Net income attributable to unconsolidated affiliates
(16) Contingencies
Year Ended December 31,
2024
2025
2023
$
388,717
156,678
232,039
269,471
278,545
407,553
163,134
244,419
284,190
293,252
426,276
168,949
257,327
297,717
306,777
The Company is currently involved in a consolidated lawsuit with Veolia Water Technologies, Inc. (“Veolia”) relating to the
Clearwater Facility.
On March 13, 2020, Antero Treatment, a wholly owned subsidiary of the Company, filed suit against Veolia in the district
court of Denver County, Colorado (the “Court”), asserting claims of fraud, breach of contract and other related claims. Antero
Treatment alleges that Veolia failed to meet its contractual obligations to design and build a “turnkey” wastewater disposal facility
under a Design/Build Agreement dated August 18, 2015 (the “DBA”), and that Veolia fraudulently concealed certain miscalculations
and design flaws during contract negotiations and continued to conceal and fraudulently misrepresent the impact of certain design
changes post-execution of the DBA. On March 13, 2020, Veolia filed a separate suit against the Company, Antero Resources, and
certain of the Company’s wholly owned subsidiaries (collectively, the “Antero Defendants”) in Denver County, Colorado. In its
lawsuit, Veolia asserted breach of contract and equitable claims against the Antero Defendants for alleged failures under the DBA.
Veolia’s suit was consolidated into the action filed by Antero Treatment.
Veolia and the Antero Defendants each filed partial motions to dismiss and motions for summary judgment directed at certain
claims asserted by the opposing party. A bench trial on the remaining claims was held from January 24 through February 10, 2022
and concluded on February 24, 2022. At trial, Antero Treatment sought damages from Veolia of $450 million, which represents the
Company’s out-of-pocket costs associated with the Clearwater Facility project. In the alternative, Antero Treatment sought damages
related to multiple breaches of the DBA, totaling $370 million. Also at trial, Veolia sought monetary damages of $118 million,
including alleged delay and extra-contractual costs and a contract balance relating to an allegation that Antero Defendants improperly
terminated the DBA.
F-31
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
On January 3, 2023, the Court found that Antero Treatment had prevailed on its claims for breach of contract and fraud, and
awarded $242 million in damages to Antero Treatment, plus pre- and post-judgment interest and reasonable costs and attorneys’ fees.
The Court also found in Antero Defendants’ favor on all of Veolia’s affirmative claims. On January 27, 2023, the Court entered
judgment in favor of Antero Treatment in the amount of $309 million in damages, which includes pre-judgment interest. On April 10,
2023, the Court issued an order identifying an error in its previously entered judgment, and on May 3, 2023, the Court entered an
amended final judgment in favor of Antero Treatment in the amount of $280 million in damages, which includes pre-judgment interest
through April 30, 2023. On May 26, 2023, Veolia filed a notice of appeal of the final judgment, and on June 9, 2023, Antero
Treatment filed a notice of cross-appeal. Oral argument at the Colorado Court of Appeals occurred on October 15, 2024. On
December 9, 2024, the District Court awarded Antero Treatment approximately $19 million in attorneys’ fees and costs. On
December 19, 2024, the Colorado Court of Appeals affirmed the District Court’s May 3, 2023 judgment and associated damages
award, and remanded the case to the District Court for purposes of calculating appellate attorneys’ fees and costs owed to the
Company by Veolia. On January 27, 2025, Veolia filed a notice of appeal of the District Court’s December 9, 2024 award of
attorneys’ fees and costs, and on March 20, 2025, Veolia filed a petition for certiorari in the Colorado Supreme Court challenging the
December 19, 2024 decision in the Court of Appeals. On June 26, 2025, the Colorado Court of Appeals dismissed Veolia’s appeal of
the December 9, 2024 award of attorneys’ fees and costs with prejudice, following a stipulated motion by Veolia requesting such
dismissal. On September 2, 2025, the Colorado Supreme Court granted in part and denied in part Veolia’s petition for certiorari with
respect to the December 19, 2024 decision by the Colorado Court of Appeals. Veolia and Antero Treatment have each submitted their
principal merits briefs to the Colorado Supreme Court, and Veolia’s reply brief is due on March 5, 2026. Oral argument has not yet
been scheduled.
(17) Reportable Segments
The Company’s operations, which are located in the United States, are organized into two reportable segments: (i) gathering
and processing and (ii) water handling. These segments are monitored separately by management for performance and are consistent
with internal financial reporting. These segments have been identified based on the differing products and services (including the
expertise required for these operations), production processes and distribution methods. The Company’s Chief Executive Officer and
President was determined to be the Company’s chief operating decision maker (“CODM”). The CODM evaluates the performance of
the Company’s business segments based on operating income. The CODM considered the Company’s actual operating income as
compared to the operating income for (i) the relevant prior period actual results, (ii) budget and (iii) guidance on a monthly basis for
purposes of evaluating performance of each segment and making decisions about allocating capital and other resources to each
segment. Interest expense is primarily managed and evaluated on a consolidated basis. Accounting policies for each segment are the
same as the Company’s accounting policies described in Note 2—Summary of Significant Accounting Policies to the consolidated
financial statements.
(a) Summary of Reportable Segments
Gathering and Processing
The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and
process production from Antero Resources’ wells in West Virginia and Ohio. The gathering and processing segment also includes
equity in earnings from the Company’s investments in the Joint Venture and Stonewall.
Water Handling
The Company’s water handling segment includes two independent systems that deliver water from sources including the
Ohio River, local reservoirs and several regional waterways. Portions of these water handling systems are also utilized to transport
flowback and produced water. The water handling systems consist of permanent buried pipelines, surface pipelines and water storage
facilities, as well as pumping stations, blending facilities and impoundments to transport water throughout the systems used to deliver
water for well completions.
F-32
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
(b) Reportable Segments Financial Information
The summarized operating results of the Company’s reportable segments are as follows:
(in thousands)
Revenues:
Gathering and
Processing
Year Ended December 31, 2023
Water
Consolidated
Handling
Unallocated (1)
Total
Revenue–Antero Resources
Revenue–third-party
Amortization of customer relationships
Total revenues
Operating expenses:
Direct operating
General and administrative (excluding equity-based
$
842,362
—
(37,086)
805,276
268,667
1,414
(33,586)
236,495
95,507
117,658
compensation)
Equity-based compensation
Facility idling
Depreciation
Impairment of property and equipment
Other (2)
Total operating expenses
Operating income
Equity in earnings of unconsolidated affiliates
Additions to property and equipment
22,532
23,313
—
83,409
133
6,039
230,933
574,343
105,456
130,305
$
$
$
12,497
7,362
2,459
52,650
13
973
193,612
42,883
—
53,428
—
—
—
—
—
4,433
931
—
—
—
—
5,364
(5,364)
—
—
1,111,029
1,414
(70,672)
1,041,771
213,165
39,462
31,606
2,459
136,059
146
7,012
429,909
611,862
105,456
183,733
(1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.
(2) Amounts include charges for accretion of asset retirement obligations, loss on settlement of asset retirement obligations and loss (gain) on sale of assets, as
applicable, which represent segment operating expenses that are not considered significant.
F-33
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
Year Ended December 31, 2024
Gathering and
Processing
Water
Handling
Unallocated (1)
Consolidated
Total
(in thousands)
Revenues:
Revenue–Antero Resources
Revenue–third-party
Amortization of customer relationships
Total revenues
Operating expenses:
Direct operating
General and administrative (excluding equity-based
$
926,063
—
(37,086)
888,977
248,858
1,944
(33,586)
217,216
103,053
114,923
compensation)
Equity-based compensation
Facility idling
Depreciation
Impairment of property and equipment
Other (2)
Total operating expenses
Operating income
Equity in earnings of unconsolidated affiliates
Additions to property and equipment
28,814
35,535
—
84,398
332
—
252,132
636,845
110,573
141,832
$
$
$
8,279
7,800
1,721
55,602
—
912
189,237
27,979
—
30,515
—
—
—
—
—
4,661
997
—
—
—
—
5,658
(5,658)
—
—
1,174,921
1,944
(70,672)
1,106,193
217,976
41,754
44,332
1,721
140,000
332
912
447,027
659,166
110,573
172,347
(1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.
(2) Amounts include charges for accretion of asset retirement obligations, loss on settlement of asset retirement obligations and loss (gain) on sale of assets, as
applicable, which represent segment operating expenses that are not considered significant.
Year Ended December 31, 2025
(in thousands)
Revenues:
Gathering and
Processing
Water
Handling
Unallocated (1)
Consolidated
Total
Revenue–Antero Resources
Revenue–third-party
Amortization of customer relationships
Total revenues
Operating expenses:
Direct operating
General and administrative (excluding equity-based
$
987,284
—
(37,086)
950,198
269,399
2,415
(33,586)
238,228
107,846
124,064
compensation)
Equity-based compensation
Facility idling
Depreciation
Impairment of property and equipment
Loss on long-lived assets
Other (2)
Total operating expenses
Operating income
Equity in earnings of unconsolidated affiliates
Additions to property and equipment
21,394
30,025
—
76,559
—
82,960
—
318,784
631,414
116,439
91,533
$
$
$
14,879
14,789
1,801
57,751
984
3,666
192
218,126
20,102
—
70,722
—
—
—
—
—
5,703
1,144
—
—
—
—
—
6,847
(6,847)
—
—
1,256,683
2,415
(70,672)
1,188,426
231,910
41,976
45,958
1,801
134,310
984
86,626
192
543,757
644,669
116,439
162,255
(1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.
(2) Amounts include charges for accretion of asset retirement obligations, loss on settlement of asset retirement obligations and loss (gain) on sale of assets, as
applicable, which represent segment operating expenses that are not considered significant.
F-34
Table of Contents
ANTERO MIDSTREAM CORPORATION
Notes to Consolidated Financial Statements (Continued)
The summarized total assets of the Company’s reportable segments are as follows:
(in thousands)
Investments in unconsolidated affiliates
Total assets
(in thousands)
Investments in unconsolidated affiliates
Total assets
Gathering and
Processing
$
603,956
4,769,825
Year ended December 31, 2024
Water
Consolidated
Handling
—
991,923
Unallocated
—
—
Total
603,956
5,761,748
Gathering and
Processing
$
585,778
4,651,002
Year Ended December 31, 2025
Water
Consolidated
Handling
Unallocated (1)
—
264,832
—
968,282
Total
585,778
5,884,116
(1) Certain assets that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.
F-35
Table of Contents
BOARD OF DIRECTORS
Michael N. Kennedy
Director, CEO and President
Peter A. Dea
Director
John C. Mollenkopf
Director
David H. Keyte
Chairman
W. Howard Keenan, Jr.
Director
Jeffrey S. Muñoz
Director
Nancy E. Chisholm
Director
Brooks J. Klimley
Director
Janine J. McArdle
Director
Yvette K. Schultz
Director, Chief Compliance Officer,
SVP – Legal, General Counsel and
Corporate Secretary
SENIOR MANAGEMENT
Michael N. Kennedy
Director, CEO and President
W. Patrick Ash
SVP – Reserves, Planning and Midstream
Brendan E. Krueger
SVP – Finance and Treasurer
David A. Cannelongo
SVP – Liquids Marketing and Transportation
Justin J. Agnew
CFO, VP – Finance
Jeremy D. Jones
SVP – Midstream Operations
Yvette K. Schultz
Director, Chief Compliance Officer, SVP – Legal,
General Counsel and Corporate Secretary
Sheri L. Pearce
SVP – Accounting and Chief Accounting Officer
Investor Relations
Antero Midstream
Corporation
1615 Wynkoop Street
Denver, Colorado 80202
(303) 357-7310 extension 7269
Transfer Agent
And Registrar
Equiniti Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
(800) 937-5449
Corporate Headquarters
Antero Midstream
Corporation
1615 Wynkoop Street
Denver, Colorado 80202
Independent Registered
Public Accounting Firm
KPMG LLP
Denver, Colorado
Shareholder Information
Our common shares are publicly
Traded on the NYSE under
the symbol “AM”
2 0 2 5
ANNUAL REPORT 2025 ANNUAL REPORT
Corporate Headquarters
1615 Wynkoop Street
Denver, Colorado 80202
West Virginia Offices
535 White Oaks Boulevard
Bridgeport, West Virginia 26330
www.anteromidstream.com
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