# Antero Midstream Corp (AM)

Informational only - not investment advice.

CIK: 0001623925
SIC: 4922 Natural Gas Transmission
SIC breadcrumb: [Transportation, Communications, Electric, Gas, And Sanitary Services](/division/E/) > [Electric, Gas, And Sanitary Services](/major-group/49/) > [SIC 4922 Natural Gas Transmission](/industry/4922/)
Latest 10-K filed: 2026-02-11
SEC page: https://www.sec.gov/edgar/browse/?CIK=1623925
Filing source: https://www.sec.gov/Archives/edgar/data/1623925/000110465926013380/am-20251231x10k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 1188426000 | USD | 2025 | 2026-02-11 |
| Net income | 413163000 | USD | 2025 | 2026-02-11 |
| Assets | 5884116000 | USD | 2025 | 2026-02-11 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001623925.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 16,944,000 | 69,720,000 | 142,906,000 | 792,588,000 | 900,719,000 | 898,202,000 | 919,985,000 | 1,041,771,000 | 1,106,193,000 | 1,188,426,000 |
| Net income | 9,711,000 | 2,325,000 | 66,608,000 | -355,114,000 | -122,527,000 | 331,617,000 | 326,242,000 | 371,786,000 | 400,892,000 | 413,163,000 |
| Operating income | 16,130,000 | -41,134,000 | -43,851,000 | -398,493,000 | -117,638,000 | 555,327,000 | 539,466,000 | 611,862,000 | 659,166,000 | 644,669,000 |
| Diluted EPS |  |  | 0.33 | -0.80 | -0.26 | 0.69 | 0.68 | 0.77 | 0.83 | 0.86 |
| Assets | 17,369,000 | 29,759,000 | 47,705,000 | 6,282,878,000 | 5,610,912,000 | 5,544,001,000 | 5,791,320,000 | 5,737,618,000 | 5,761,748,000 | 5,884,116,000 |
| Liabilities |  |  | 16,844,000 | 3,139,464,000 | 3,192,626,000 | 3,257,303,000 | 3,599,002,000 | 3,585,887,000 | 3,646,577,000 | 3,912,075,000 |
| Stockholders' equity |  |  |  | 3,143,414,000 | 2,418,286,000 | 2,286,698,000 | 2,192,318,000 | 2,151,731,000 | 2,115,171,000 | 1,972,041,000 |
| Cash and cash equivalents |  |  | 2,822,000 | 1,235,000 | 640,000 |  |  | 66,000 |  | 180,435,000 |
| Net margin | 57.31% | 3.33% | 46.61% | -44.80% | -13.60% | 36.92% | 35.46% | 35.69% | 36.24% | 34.77% |
| Operating margin | 95.20% | -59.00% | -30.69% | -50.28% | -13.06% | 61.83% | 58.64% | 58.73% | 59.59% | 54.25% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001623925.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.17 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.17 | reported discrete quarter |
| 2023-Q2 | 2023-03-31 |  | 86,507,000 |  | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.18 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 258,287,000 |  | 0.18 | reported discrete quarter |
| 2023-Q3 | 2023-06-30 |  | 87,012,000 |  | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 263,839,000 |  | 0.20 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 260,170,000 | 100,447,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 279,051,000 | 103,926,000 | 0.21 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 |  | 103,926,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-06-30 |  | 86,037,000 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 269,795,000 |  | 0.18 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 269,870,000 |  | 0.21 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 287,477,000 | 111,189,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 291,129,000 | 120,737,000 | 0.25 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 |  | 120,737,000 |  | reported discrete quarter |
| 2025-Q3 | 2025-06-30 |  | 124,513,000 |  | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 305,472,000 |  | 0.26 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 294,821,000 |  | 0.24 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 297,004,000 | 51,929,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 314,211,000 | 118,266,000 | 0.25 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1623925/000110465926051518/am-20260331x10q.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-04-29
Report date: 2026-03-31

Item 2. 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 unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our unaudited condensed 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. In this section, references to “Antero Midstream,” “AM,” the “Company,” “we,” “us,” and “our” refer to Antero Midstream Corporation and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.

Overview

We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets. 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, centralized 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 an independent water handling system that delivers 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 included gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia. This acquisition closed on February 3, 2026. The Company’s condensed consolidated statement of operations for the three months ended March 31, 2026 included results of operations from the assets and operations acquired in the HG Acquisition from February 3, 2026 through March 31, 2026.

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

Utica Shale Divestiture

On December 5, 2025, we entered into a purchase and sale agreement 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 included 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 closed on February 23, 2026. The net proceeds from the Utica Shale Divestiture were used for the repayment of long-term debt. See Note 3—Transactions to our condensed consolidated financial statements for additional information.

28

Table of Contents

Financing Highlights

Share Repurchase Program

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

Market Conditions and Business Trends

Commodity Markets

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

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 2026. 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. Annual inflation rates have remained generally consistent at approximately 3% since 2023.

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 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.

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

29

Table of Contents

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2026

The operating results of our reportable segments were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 2025

​

​

​

Gathering and

​

Water

​

​

​

Consolidated

​

(in thousands)

  ​ ​

Processing

  ​ ​

Handling

  ​ ​

Unallocated (1)

  ​ ​

Total

​

Revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue–Antero Resources

​

$

238,017

​

​

70,275

​

​

—

​

​

308,292

​

Revenue–third-party

​

​

—

​

​

505

​

​

—

​

​

505

​

Amortization of customer relationships

​

​

(9,271)

​

​

(8,397)

​

​

—

​

​

(17,668)

​

Total revenues

​

​

228,746

​

​

62,383

​

​

—

​

​

291,129

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

Direct operating

​

​

26,193

​

​

30,637

​

​

—

​

​

56,830

​

General and administrative (excluding equity-based compensation)

​

​

5,238

​

​

4,197

​

​

1,187

​

​

10,622

​

Equity-based compensation

​

​

7,883

​

​

4,245

​

​

274

​

​

12,402

​

Facility idling

​

​

—

​

​

443

​

​

—

​

​

443

​

Depreciation

​

​

19,031

​

​

13,717

​

​

—

​

​

32,748

​

Impairment of property and equipment

​

​

—

​

​

817

​

​

—

​

​

817

​

Other operating expense, net

​

​

—

​

​

44

​

​

—

​

​

44

​

Total operating expenses

​

​

58,345

​

​

54,100

​

​

1,461

​

​

113,906

​

Operating income

​

​

170,401

​

​

8,283

​

​

(1,461)

​

​

177,223

​

Other income (expense):

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense, net

​

​

—

​

​

—

​

​

(48,410)

​

​

(48,410)

​

Equity in earnings of unconsolidated affiliates

​

​

28,020

​

​

—

​

​

—

​

​

28,020

​

Total other income (expense)

​

​

28,020

​

​

—

​

​

(48,410)

​

​

(20,390)

​

Income before income taxes

​

​

198,421

​

​

8,283

​

​

(49,871)

​

​

156,833

​

Income tax expense

​

​

—

​

​

—

​

​

(36,096)

​

​

(36,096)

​

Net income and comprehensive income

​

$

198,421

​

​

8,283

​

​

(85,967)

​

​

120,737

​

(1)

Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

30

Table of Contents

​

​

Three Months Ended March 31, 2026

​

​

​

Gathering and

​

Water

​

​

​

Consolidated

​

(in thousands)

  ​ ​ ​

Processing

  ​ ​ ​

Handling

  ​ ​ ​

Unallocated (1)

  ​ ​ ​

Total

​

Revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue–Antero Resources

​

$

261,999

​

​

72,816

​

​

—

​

​

334,815

​

Revenue–third-party

​

​

295

​

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

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.

​

45

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Table of Contents

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:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2024

​

​

​

Gathering and

​

Water

​

​

​

Consolidated

​

(in thousands)

  ​ ​

Processing

  ​ ​

Handling

  ​ ​

Unallocated (1)

  ​ ​

Total

​

Revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue–Antero Resources

​

$

926,063

​

​

248,858

​

​

—

​

​

1,174,921

​

Revenue–third-party

​

​

—

​

​

1,944

​

​

—

​

​

1,944

​

Amortization of customer relationships

​

​

(37,086)

​

​

(33,586)

​

​

—

​

​

(70,672)

​

Total revenues

​

​

888,977

​

​

217,216

​

​

—

​

​

1,106,193

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

Direct operating

​

​

103,053

​

​

114,923

​

​

—

​

​

217,976

​

General and administrative (excluding equity-based compensation)

​

​

28,814

​

​

8,279

​

​

4,661

​

​

41,754

​

Equity-based compensation

​

​

35,535

​

​

7,800

​

​

997

​

​

44,332

​

Facility idling

​

​

—

​

​

1,721

​

​

—

​

​

1,721

​

Depreciation

​

​

84,398

​

​

55,602

​

​

—

​

​

140,000

​

Impairment of property and equipment

​

​

332

​

​

—

​

​

—

​

​

332

​

Other operating expense

​

​

—

​

​

912

​

​

—

​

​

912

​

Total operating expenses

​

​

252,132

​

​

189,237

​

​

5,658

​

​

447,027

​

Operating income

​

​

636,845

​

​

27,979

​

​

(5,658)

​

​

659,166

​

Other income (expense):

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense, net

​

​

—

​

​

—

​

​

(207,027)

​

​

(207,027)

​

Equity in earnings of unconsolidated affiliates

​

​

110,573

​

​

—

​

​

—

​

​

110,573

​

Loss on early extinguishment of debt

​

​

—

​

​

—

​

​

(14,091)

​

​

(14,091)

​

Total other income (expense)

​

​

110,573

​

​

—

​

​

(221,118)

​

​

(110,545)

​

Income before income taxes

​

​

747,418

​

​

27,979

​

​

(226,776)

​

​

548,621

​

Income tax expense

​

​

—

​

​

—

​

​

(147,729)

​

​

(147,729)

​

Net income and comprehensive income

​

$

747,418

​

​

27,979

​

​

(374,505)

​

​

400,892

​

(1)

Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.

46

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Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2025

​

​

​

Gathering and

​

Water

​

​

​

Consolidated

​

(in thousands)

  ​ ​ ​

Processing

  ​ ​ ​

Handling

  ​ ​ ​

Unallocated (1)

  ​ ​ ​

Total

​

Revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue–Antero Resources

​

$

987,284

​

​

269,399

​

​

—

​

​

1,256,683

​

Revenue–third-party

​

​

—

​

​

2,415

​

​

—

​

​

2,415

​

Amortization of customer relationships

​

​

(37,086)

​

​

(33,586)

​

​

—

​

​

(70,672)

​

Total revenues

​

​

950,198

​

​

238,228

​

​

—

​

​

1,188,426

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

Direct operating

​

​

107,846

​

​

124,064

​

​

—

​

​

231,910

​

General and administrative (excluding equity-based compensation)

​

​

21,394

​

​

14,879

​

​

5,703

​

​

41,976

​

Equity-based compensation

​

​

30,025

​

​

14,789

​

​

1,144

​

​

45,958

​

Facility idling

​

​

—

​

​

1,801

​

​

—

​

​

1,801

​

Depreciation

​

​

76,559

​

​

57,751

​

​

—

​

​

134,310

​

Impairment of property and equipment

​

​

—

​

​

984

​

​

—

​

​

984

​

Loss on long-lived assets

​

​

82,960

​

​

3,666

​

​

—

​

​

86,626

​

Other operating expense, net

​

​

—

​

​

192

​

​

—

​

​

192

​

Total operating expenses

​

​

318,784

​

​

218,126

​

​

6,847

​

​

543,757

​

Operating income

​

​

631,414

​

​

20,102

​

​

(6,847)

​

​

644,669

​

Other income (expense):

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense, net

​

​

—

​

​

—

​

​

(190,404)

​

​

(190,404)

​

Equity in earnings of unconsolidated affiliates

​

​

116,439

​

​

—

​

​

—

​

​

116,439

​

Loss on early extinguishment of debt

​

​

—

​

​

—

​

​

(1,313)

​

​

(1,313)

​

Transaction expense

​

​

—

​

​

—

​

​

(5,195)

​

​

(5,195)

​

Total other income (expense)

​

​

116,439

​

​

—

​

​

(196,912)

​

​

(80,473)

​

Income before income taxes

​

​

747,853

​

​

20,102

​

​

(203,759)

​

​

564,196

​

Income tax expense

​

​

—

​

​

—

​

​

(151,033)

​

​

(151,033)

​

Net income and comprehensive income

​

$

747,853

​

​

20,102

​

​

(354,792)

​

​

413,163

​

(1)

Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.

​

47

​

Table of Contents

The operating data for Antero Midstream is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

​

​

Year Ended December 31,

​

Increase

​

Percentage

​

​

  ​

2024

  ​

2025

  ​

or Decrease

  ​

Change

​

Operating Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gathering—low pressure (MMcf)

​

​

1,199,804

​

​

1,247,889

​

​

48,085

​

​

4

%

​

Compression (MMcf)

​

​

1,193,306

​

​

1,243,205

​

​

49,899

​

​

4

%

​

Gathering—high pressure (MMcf)

​

​

1,102,673

​

​

1,158,138

​

​

55,465

​

​

5

%

​

Fresh water delivery (MBbl)

​

​

34,626

​

​

35,342

​

​

716

​

​

2

%

​

Other fluid handling (MBbl)

​

​

19,615

​

​

20,837

​

​

1,222

​

​

6

%

​

Wells serviced by fresh water delivery

​

​

61

​

​

75

​

​

14

​

​

23

%

​

Gathering—low pressure (MMcf/d)

​

​

3,278

​

​

3,419

​

​

141

​

​

4

%

​

Compression (MMcf/d)

​

​

3,260

​

​

3,406

​

​

146

​

​

4

%

​

Gathering—high pressure (MMcf/d)

​

​

3,013

​

​

3,173

​

​

160

​

​

5

%

​

Fresh water delivery (MBbl/d)

​

​

95

​

​

97

​

​

2

​

​

2

%

​

Other fluid handling (MBbl/d)

​

​

54

​

​

57

​

​

3

​

​

6

%

​

Average Realized Fees(1):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average gathering—low pressure fee ($/Mcf)

​

$

0.36

​

​

0.36

​

​

—

​

​

*

​

​

Average compression fee ($/Mcf)

​

$

0.21

​

​

0.22

​

​

0.01

​

​

5

%

​

Average gathering—high pressure fee ($/Mcf)

​

$

0.22

​

​

0.23

​

​

0.01

​

​

5

%

​

Average fresh water delivery fee ($/Bbl)

​

$

4.31

​

​

4.37

​

​

0.06

​

​

1

%

​

Joint Venture Operating Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Processing—Joint Venture (MMcf)

​

​

588,583

​

​

615,688

​

​

27,105

​

​

5

%

​

Fractionation—Joint Venture (MBbl)

​

​

14,640

​

​

14,600

​

​

(40)

​

​

*

​

​

Processing—Joint Venture (MMcf/d)

​

​

1,608

​

​

1,687

​

​

79

​

​

5

%

​

Fractionation—Joint Venture (MBbl/d)

​

​

40

​

​

40

​

​

—

​

​

*

​

​

*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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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:

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

(in thousands)

  ​ ​ ​

2024

  ​ ​ ​

2025

​

Net cash provided by operating activities

​

$

843,994

​

​

932,464

​

Net cash used in investing activities

​

​

(242,733)

​

​

(169,212)

​

Net cash used in financing activities

​

​

(601,327)

​

​

(500,317)

​

Net increase (decrease) in cash, cash equivalents and restricted cash

​

$

(66)

​

​

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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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:

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

(in thousands)

​

2024

​

2025

​

Gathering systems and facilities

​

$

131,920

​

​

91,115

​

Water handling systems

​

​

27,011

​

​

80,937

​

Investments in unconsolidated affiliates

​

​

2,393

​

​

6,653

​

Total capital expenditures

​

$

161,324

​

​

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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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.
