# DT Midstream, Inc. (DTM)

Informational only - not investment advice.

CIK: 0001842022
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: 2026-02-19
SEC page: https://www.sec.gov/edgar/browse/?CIK=1842022
Filing source: https://www.sec.gov/Archives/edgar/data/1842022/000184202226000003/dtm-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 1243000000 | USD | 2025 | 2026-02-19 |
| Net income | 441000000 | USD | 2025 | 2026-02-19 |
| Assets | 10080000000 | USD | 2025 | 2026-02-19 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001842022.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 504,000,000 | 754,000,000 | 840,000,000 | 920,000,000 | 922,000,000 | 981,000,000 | 1,243,000,000 |
| Net income | 204,000,000 | 312,000,000 | 307,000,000 | 370,000,000 | 384,000,000 | 354,000,000 | 441,000,000 |
| Operating income | 261,000,000 | 414,000,000 | 402,000,000 | 478,000,000 | 471,000,000 | 489,000,000 | 614,000,000 |
| Diluted EPS | 2.11 | 3.23 | 3.16 | 3.81 | 3.94 | 3.60 | 4.30 |
| Assets | 7,787,000,000 | 8,342,000,000 | 8,166,000,000 | 8,833,000,000 | 8,982,000,000 | 9,935,000,000 | 10,080,000,000 |
| Liabilities |  | 4,114,000,000 | 4,145,000,000 | 4,679,000,000 | 4,702,000,000 | 5,169,000,000 | 5,202,000,000 |
| Stockholders' equity |  |  | 3,872,000,000 | 4,007,000,000 | 4,139,000,000 | 4,627,000,000 | 4,736,000,000 |
| Cash and cash equivalents |  | 42,000,000 | 132,000,000 | 61,000,000 | 56,000,000 | 68,000,000 | 54,000,000 |
| Net margin | 40.48% | 41.38% | 36.55% | 40.22% | 41.65% | 36.09% | 35.48% |
| Operating margin | 51.79% | 54.91% | 47.86% | 51.96% | 51.08% | 49.85% | 49.40% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001842022.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 |  |  | 0.93 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 1.16 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.84 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 224,000,000 | 91,000,000 | 0.93 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 234,000,000 | 91,000,000 | 0.94 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 244,000,000 | 121,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 240,000,000 | 97,000,000 | 0.99 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 244,000,000 | 96,000,000 | 0.98 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 248,000,000 | 88,000,000 | 0.90 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 249,000,000 | 73,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 303,000,000 | 108,000,000 | 1.06 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 309,000,000 | 107,000,000 | 1.04 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 314,000,000 | 115,000,000 | 1.13 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 317,000,000 | 111,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 336,000,000 | 130,000,000 | 1.27 | 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/1842022/000184202226000006/dtm-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-04-30
Report date: 2026-03-31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our results of operations and financial condition should be read in conjunction with our unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements, which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements and notes thereto, which are included in the DT Midstream 2025 Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the midstream industry and our business and financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections entitled "Forward-Looking Statements" and "Risk Factors."

OVERVIEW

Our Business

We are an owner, operator, and developer of an integrated portfolio of natural gas midstream assets. We provide multiple, integrated natural gas services to customers through our Pipeline segment, which includes interstate pipelines, intrastate pipelines, storage systems, and gathering lateral pipelines, and through our Gathering segment. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets.

Our core assets strategically connect key demand centers in the Midwestern U.S., Eastern Canada and Northeastern U.S. regions to the premium production areas of the Marcellus/Utica natural gas formation in the Appalachian Basin and connect key demand centers and LNG export terminals in the Gulf Coast region to premium production areas of the Haynesville natural gas formation.

We have an established history of stable, long-term growth with contractual cash flows from customers that include natural gas producers, local distribution companies, electric power generators, industrials, and national marketers.

STRATEGY

Our principal business objective is to safely and reliably operate and develop midstream natural gas assets across our premier footprint. Our proven leadership and highly engaged employees have an excellent track record. Prospectively, we intend to continue this track record by executing on our natural gas-centric business strategy focused on disciplined capital deployment and supported by a flexible, well capitalized balance sheet. Additionally, we intend to develop low carbon business opportunities and deploy GHG reducing technologies as part of our goal of being leading environmental stewards in the midstream industry. We are executing on a plan to achieve net zero carbon emissions by 2050.

Our strategy is premised on the following principles:

•operate our assets in a sustainable and responsible manner;

•provide exceptional service to our customers;

•disciplined capital deployment in assets supported by strong fundamentals;

•capitalize on asset integration and utilization opportunities;

•pursue economically attractive opportunities; and

•grow cash flows supported by long-term firm revenue contracts.

26

RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with GAAP. The following sections discuss the operating performance and future outlook of our segments. Segment information includes intercompany revenues and expenses, as well as other income and deductions that are eliminated, as presented in Note 11 "Segment and Related Information" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2026 to the three months ended December 31, 2025, and the three months ended March 31, 2026 to the three months ended March 31, 2025, as applicable. The following table summarizes our consolidated financial results:

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

2025

(millions, except per share amounts)

Operating revenues

$

336 

$

317 

$

303 

Net Income Attributable to DT Midstream

130 

111 

108 

Diluted Earnings per Common Share

$

1.27 

$

1.08 

$

1.06 

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

2025

(millions)

Net Income Attributable to DT Midstream

Pipeline

$

108 

$

93 

$

92 

Gathering

22 

18 

16 

Total

$

130 

$

111 

$

108 

Pipeline

The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines and compression and surface facilities. This segment also includes our equity method investments. Pipeline results and outlook are discussed below:

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

2025

(millions)

Operating revenues

$

185 

$

173 

$

169 

Operation and maintenance

35 

36 

32 

Depreciation and amortization

29 

28 

28 

Taxes other than income

9 

4 

9 

Operating Income

112 

105 

100 

Interest expense

14 

13 

13 

Interest income

(1)

— 

(1)

Earnings from equity method investees

(43)

(37)

(37)

Other income

— 

(1)

— 

Income tax expense

30 

34 

30 

Net Income

112 

96 

95 

Less: Net Income Attributable to Noncontrolling Interests

4 

3 

3 

Net Income Attributable to DT Midstream

$

108 

$

93 

$

92 

27

Operating revenues increased $12 million compared to the three months ended December 31, 2025 primarily due to higher revenue on LEAP of $7 million, of which $4 million was production-related and $3 million was from recovery of operational flow order fees, which are offset in operation and maintenance expense, and higher Stonewall inter-segment revenue from the MVP expansion of $5 million. Operating revenues increased $16 million compared to the three months ended March 31, 2025 primarily due to new contracts for the LEAP expansion of $6 million and production-related revenue of $5 million and higher Stonewall inter-segment revenue from the MVP expansion of $5 million.

Operation and maintenance expense decreased $1 million compared to the three months ended December 31, 2025 primarily due to lower operating expenses on DTM Interstate Transportation of $3 million, partially offset by higher operational flow order fees on LEAP of $3 million. Operation and maintenance expense increased $3 million compared to the three months ended March 31, 2025 primarily due to higher operational flow order fees on LEAP of $3 million.

Taxes other than income increased $5 million compared to the three months ended December 31, 2025 primarily due to assets placed into service at LEAP, franchise tax adjustments in the prior period at Millennium and property and payroll tax adjustments in the prior period at LEAP.

Earnings from equity method investees increased $6 million compared to the three months ended December 31, 2025 primarily due to higher seasonal short-term contract revenues and lower expenses of $3 million at Millennium and higher seasonal short-term contract revenues of $2 million at Vector. Earnings from equity method investees increased $6 million compared to the three months ended March 31, 2025 primarily due to higher seasonal short-term contract revenues of $4 million at Millennium and higher seasonal short-term contract revenues of $3 million at Nexus.

Income tax expense decreased $4 million compared to the three months ended December 31, 2025 primarily due to a decrease in the effective tax rate, partially offset by higher income before income taxes. Income tax expense was unchanged compared to the three months ended March 31, 2025 primarily due to a decrease in the effective tax rate, offset by higher income before income taxes.

Pipeline Outlook

We believe our long-term agreements with customers and the location and connectivity of our pipeline assets position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include expansion opportunities on the DTM Interstate Transportation assets, further expansion at LEAP and Stonewall, new contracts at the Washington 10 Storage Complex and additional growth related to our equity method investments.

28

Gathering

The Gathering segment includes gathering systems, related treatment plants and compression and surface facilities. Gathering results and outlook are discussed below:

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

2025

(millions)

Operating revenues

$

156 

$

144 

$

134 

Operation and maintenance

55 

51 

46 

Depreciation and amortization

40 

39 

35 

Taxes other than income

6 

3 

5 

Asset (gains) losses and impairments, net

1 

— 

— 

Operating Income

54 

51 

48 

Interest expense

26 

28 

27 

Interest income

— 

(1)

— 

Other income

— 

(1)

— 

Income tax expense

6 

6 

5 

Net Income Attributable to DT Midstream

$

22 

$

19 

$

16 

Operating revenues increased $12 million compared to the three months ended December 31, 2025 primarily due to higher Appalachia Gathering volumes of $7 million, higher volumes and deficiency fees at Ohio Utica Gathering of $4 million and higher Blue Union Gathering volumes of $2 million. Operating revenues increased $22 million compared to the three months ended March 31, 2025 primarily due to higher volumes of $8 million and new contracts of $4 million at Blue Union Gathering, higher Appalachia Gathering volumes of $5 million, higher Tioga Gathering volumes of $4 million and higher volumes and deficiency fees at Ohio Utica Gathering of $3 million.

Operation and maintenance expense increased $4 million compared to the three months ended December 31, 2025 primarily due to higher inter-segment fees at Appalachia Gathering from the MVP expansion of $5 million, partially offset by lower operating expenses at Blue Union Gathering of $3 million. Operation and maintenance expense increased $9 million compared to the three months ended March 31, 2025 primarily due to higher inter-segment fees at Appalachia Gathering from the MVP expansion of $5 million and maintenance expenses at Blue Union Gathering of $4 million.

Depreciation and amortization expense increased $5 million compared to the three months ended March 31, 2025 primarily due to assets placed into service at Blue Union Gathering, Clean Fuels Gathering and Ohio Utica Gathering.

Taxes other than income increased $3 million compared to the three months ended December 31, 2025 primarily due to assets placed into service at Blue Union Gathering and a property tax adjustment in the prior period at Blue Union Gathering.

Income tax expense was unchanged compared to the three months ended December 31, 2025 primarily due to a decrease in the effective tax rate, offset by higher income before income taxes. Income tax expense increased $1 million compared to the three months ended March 31, 2025 primarily due to higher income before income taxes, partially offset by a decrease in the effective tax rate.

Gathering Outlook

We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville formations position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include further expansions at Blue Union Gathering, Appalachia Gathering, Ohio Utica Gathering, and Tioga Gathering.

29

ENVIRONMENTAL MATTERS

We are subject to U.S. federal, state, and local laws and environmental regulations, inclu

[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

This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the midstream industry and our business and financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections entitled "Forward-Looking Statements" and "Risk Factors."

OVERVIEW

Our Business

We are an owner, operator, and developer of an integrated portfolio of natural gas midstream assets. We provide multiple, integrated natural gas services to customers through our Pipeline segment, which includes interstate pipelines, intrastate pipelines, storage systems, and gathering lateral pipelines, and through our Gathering segment. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets.

Our core assets strategically connect key demand centers in the Midwestern U.S., Eastern Canada and Northeastern U.S. regions to the premium production areas of the Marcellus/Utica natural gas formation in the Appalachian Basin and connect key demand centers and LNG export terminals in the Gulf Coast region to premium production areas of the Haynesville natural gas formation.

We have an established history of stable, long-term growth with contractual cash flows from customers that include natural gas producers, local distribution companies, electric power generators, industrials, and national marketers.

Our Strategy

See discussion of our strategy under Part I, Items 1. and 2. "Business and Properties—Our Strategy" of this Form 10-K.

RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with GAAP. The following sections discuss the operating performance and future outlook of our segments. Segment information includes intercompany revenues and expenses, as well as other income and deductions that are eliminated in the Consolidated Financial Statements.

For purposes of the following discussion, any increases or decreases refer to the comparison of the year ended December 31, 2025 to the year ended December 31, 2024, or the year ended December 31, 2024 to the year ended December 31, 2023, as applicable. The following table summarizes our consolidated financial results:

Year Ended December 31,

2025

2024

2023

(millions, except per share amounts)

Operating revenues

$

1,243 

$

981 

$

922 

Net Income Attributable to DT Midstream

441 

354 

384 

Diluted Earnings per Common Share

$

4.30 

$

3.60 

$

3.94 

Year Ended December 31,

2025

2024

2023

(millions)

Net Income Attributable to DT Midstream

Pipeline

$

370 

$

276 

$

278 

Gathering

71 

78 

106 

Total

$

441 

$

354 

$

384 

42

Pipeline

The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines and compression and surface facilities. This segment also includes our equity method investments. The Midwest Pipeline Acquisition assets and results of operations after the December 31, 2024 acquisition date are presented in our Pipeline segment. Pipeline results and outlook are discussed below:

Year Ended December 31,

2025

2024

2023

(millions)

Operating revenues

$

687 

$

443 

$

377 

Operation and maintenance

134 

68 

55 

Depreciation and amortization

111 

74 

69 

Taxes other than income

27 

22 

15 

Asset (gains) losses and impairments, net

— 

— 

(4)

Operating Income

415 

279 

242 

Interest expense

51 

47 

55 

Interest income

(1)

(4)

(1)

Earnings from equity method investees

(138)

(162)

(177)

Loss from financing activities

— 

3 

— 

Other income

(1)

(1)

— 

Income tax expense

121 

107 

75 

Net Income

383 

289 

290 

Less: Net Income Attributable to Noncontrolling Interests

13 

13 

12 

Net Income Attributable to DT Midstream

$

370 

$

276 

$

278 

Operating revenues increased $244 million for the year ended December 31, 2025 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition of $212 million, new LEAP contracts of $31 million and higher long-term storage revenue at Washington 10 Storage Complex of $9 million, partially offset by lower Bluestone volumes of $7 million. Operating revenues increased $66 million for the year ended December 31, 2024 primarily due to new LEAP long-term firm service revenue contracts of $55 million, higher long-term contracting rates and volumes at the Washington 10 Storage Complex of $9 million and higher volumes at Stonewall of $9 million, partially offset by lower volumes at Bluestone of $8 million.

Operation and maintenance expense increased $66 million for the year ended December 31, 2025 primarily due to effects from the Midwest Pipeline Acquisition, including increases in direct operations of $25 million, increases in corporate overhead and the acquisition's impact on corporate overhead segment mix of $36 million, as well as production-related operating expenses from the LEAP expansion of $9 million. Operation and maintenance expense increased $13 million for the year ended December 31, 2024 primarily due to higher production-related operating expenses from the expansion of LEAP and acquisition related costs for the Midwest Pipeline Acquisition.

Depreciation and amortization expense increased $37 million for the year ended December 31, 2025 primarily due to the Midwest Pipeline Acquisition. Depreciation and amortization expense increased $5 million for the year ended December 31, 2024 primarily due to new LEAP assets placed into service.

Taxes other than income increased $5 million for the year ended December 31, 2025 primarily due to an increase in property taxes due to the Midwest Pipeline Acquisition. Taxes other than income increased $7 million for the year ended December 31, 2024 primarily due to LEAP assets placed into service.

Asset (gains) losses and impairments, net decreased $4 million for the year ended December 31, 2024 due to a one-time gain realized from an insurance settlement that occurred in the prior year.

43

Interest expense increased $4 million for the year ended December 31, 2025 primarily due to higher interest expense from the 2034 Notes issued in the three months ended December 31, 2024, partially offset by lower interest expense related to the Term Loan Facility and lower interest expense related to the Bridge Facility. Interest expense decreased $8 million for the year ended December 31, 2024 primarily due to lower outstanding borrowings under the Revolving Credit Facility and the repayment of the Term Loan Facility during 2024, partially offset by lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes.

Earnings from equity method investees decreased $24 million for the year ended December 31, 2025 primarily due to higher interest expense from senior unsecured notes issued by Millennium in the three months ended September 30, 2024 of $16 million and higher property taxes, lower short-term revenue and higher maintenance expenses at Millennium of $7 million. Earnings from equity method investees decreased $15 million for the year ended December 31, 2024 primarily due to higher interest expense from new senior unsecured notes at Millennium and a full year of interest expense from senior unsecured notes at NEXUS.

Loss from financing activities increased $3 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the year.

Income tax expense increased $14 million for the year ended December 31, 2025 due to an increase in income before income taxes, partially offset by deferred tax remeasurements for changes in state tax rates and apportionment factors related to the Midwest Pipeline Acquisition in 2024. Income tax expense increased $32 million for the year ended December 31, 2024 primarily due to higher income before income taxes and deferred tax remeasurement adjustments for changes in state tax rates and apportionment factors due to the Midwest Pipeline Acquisition and enacted state legislation.

Pipeline Outlook

We believe our long-term agreements with customers and the location and connectivity of our pipeline assets position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include expansion opportunities on the DTM Interstate Transportation assets, further expansion at LEAP and Stonewall, new contracts at the Washington 10 Storage Complex and additional growth related to our equity method investments.

44

Gathering

The Gathering segment includes gathering systems, related treatment plants and compression and surface facilities. The Clean Fuels Gathering assets and results of operations after the July 1, 2024 acquisition date are presented in our Gathering segment. Gathering results and outlook are discussed below:

Year Ended December 31,

2025

2024

2023

(millions)

Operating revenues

$

556 

$

538 

$

545 

Operation and maintenance

195 

176 

190 

Depreciation and amortization

147 

135 

113 

Taxes other than income

15 

17 

13 

Operating Income

199 

210 

229 

Interest expense

110 

106 

95 

Interest income

(1)

(3)

— 

Loss from financing activities

— 

2 

— 

Other income

(4)

(3)

(1)

Income tax expense

23 

30 

29 

Net Income Attributable to DT Midstream

$

71 

$

78 

$

106 

Operating revenues increased $18 million for the year ended December 31, 2025 primarily due to new Blue Union Gathering contracts of $18 million, higher Blue Union Gathering volumes of $15 million, higher volumes and deficiency fees due to expansion at Ohio Utica Gathering of $11 million and higher volumes at Tioga Gathering of $5 million, partially offset by lower volumes at Susquehanna Gathering of $22 million and Appalachia Gathering of $9 million. Operating revenues decreased $7 million for the year ended December 31, 2024 primarily due to lower volumes and recovery of production-related operating expenses on Blue Union Gathering of $19 million and lower Susquehanna Gathering volumes of $16 million, partially offset by a full year of operations at Ohio Utica Gathering of $18 million and higher Appalachia Gathering volumes of $12 million.

Operation and maintenance expense increased $19 million for the year ended December 31, 2025 primarily due to new assets placed into service and higher production-related operating expenses at Blue Union Gathering of $20 million and a reduction in environmental contingent liabilities of $9 million at Appalachia Gathering in 2024, partially offset by the Midwest Pipeline Acquisition’s impact on corporate overhead segment mix of $10 million. Operation and maintenance expense decreased $14 million for the year ended December 31, 2024 primarily due to lower planned maintenance and production-related operating expenses on Blue Union Gathering of $18 million, partially offset by a full year of operations at Ohio Utica Gathering.

Depreciation and amortization expense increased $12 million for the year ended December 31, 2025 primarily due to  assets placed in service at Blue Union Gathering, Ohio Utica Gathering and Clean Fuels Gathering. Depreciation and amortization expense increased $22 million for the year ended December 31, 2024 primarily due to assets placed into service at Ohio Utica Gathering, Blue Union Gathering, and Appalachia Gathering.

Taxes other than income increased $4 million for the year ended December 31, 2024 primarily due to assets placed into service at Blue Union Gathering.

Interest expense increased $4 million for the year ended December 31, 2025 primarily due to higher interest expense from the 2034 Notes issued in the three months ended December 31, 2024, partially offset by lower interest expense related to the Term Loan Facility and lower interest expense related to the Bridge Facility. Interest expense increased $11 million for the year ended December 31, 2024 primarily due to lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes issued in 2024. This increase was partially offset by lower outstanding borrowings under the Revolving Credit Facility and the repayment of the Term Loan Facility during 2024.

Loss from financing activities increased $2 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the year.

45

Income tax expense decreased $7 million for the year ended December 31, 2025 due to decreases in income before income taxes and deferred tax remeasurements for changes in state tax rates and apportionment factors related to the Midwest Pipeline Acquisition in 2024. Income tax expense increased $1 million for the year ended December 31, 2024 primarily due to deferred tax remeasurement adjustments for changes in state tax rates and apportionment factors due to the Midwest Pipeline Acquisition and enacted state legislation, partially offset by lower income before income taxes.

Gathering Outlook

We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville formations position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include further expansions at Blue Union Gathering, Appalachia Gathering, Ohio Utica Gathering, and Tioga Gathering.

ENVIRONMENTAL MATTERS

We are subject to U.S. federal, state, and local laws and environmental regulations, including laws and regulations relating to pipeline safety, climate change and GHG emissions. Additional compliance costs may result as the effects of various substances on the environment and human health are studied and laws and regulations are developed and implemented. Actual costs to comply with such laws and regulations could vary substantially from our expectations. Pending or future legislation or regulation could have a material impact on our operations and financial position. Potential impacts include unplanned expenditures for environmental equipment, such as pollution control equipment, financing costs related to additional capital expenditures, and the replacement costs of aging pipelines and other facilities.

For further discussion of environmental matters, see Part I, Items 1. and 2. "Business and Properties — Regulatory Environment — Environmental and Occupational Health and Safety Regulations" and Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

CLIMATE CHANGE

We believe we have an opportunity to address climate change and have made strategically aligned environmental investment decisions a priority. Our Board of Directors includes a committee focused on environmental, social and governance initiatives, and our strategy will focus on targeted growth from carbon-reducing technologies associated with our current platforms. We have announced our intent to employ carbon-reducing technologies as part of our goal of being leading environmental stewards in the midstream industry, and we are executing on a plan to achieve net zero carbon emissions by 2050. We established our baseline Scope 1 carbon emissions in 2021 and are targeting a 30% reduction from this baseline by 2030.

In 2024, we completed the Clean Fuels Acquisition and advanced our carbon capture and sequestration project in Louisiana through completion of the Class V test well. The carbon capture and sequestration Class VI permit application moved to formal technical review with the Louisiana Department of Conservation and Energy in July 2025, and we are awaiting the completion of that review.

In future years, we plan to continue to make progress on opportunities for energy transition advancements leveraging our existing assets, competencies and partnerships. These opportunities include the following:

•Our efforts to advance our Louisiana carbon capture project, as well as other potential carbon capture projects across our geographic regions; and

•Our Clean Fuels Gathering project to capture fugitive methane emissions.

Capital project investments have been contemplated in our forecasted capital expenditures discussed in the Capital Investments section below. DT Midstream published our fourth annual Corporate Sustainability Report in 2025. The information in our Corporate Sustainability Report is not incorporated by reference into this Form 10-K.

46

For discussion of various risks including transitional risks associated with climate change related laws and regulations, reputational risks of climate change, and the physical risks of climate change, see Part I, Item 1A. "Risk Factors—Risks Relating to Our Business—Regulatory Risks—Risks related to climate change could materially adversely affect our business, financial condition, results of operations, cash flow, access to and cost of capital or insurance, reputation, and business strategies." of this Form 10-K. For discussion of recent climate change related laws and regulations, see Part I, Items 1. and 2. "Business and Properties—Regulatory Environment—Environmental and Occupational Health and Safety Regulations—Climate Change" of this Form 10-K.

CAPITAL RESOURCES AND LIQUIDITY

Cash Requirements

Our principal liquidity requirements are to finance our operations, fund capital expenditures, satisfy our indebtedness obligations, and pay approved dividends. We believe we will have sufficient internal and external capital resources to fund anticipated capital and operating requirements.

Year Ended December 31,

2025

2024

2023

(millions)

Cash and Cash Equivalents at Beginning of Period

$

68 

$

56 

$

61 

Net cash and cash equivalents from operating activities

867 

763 

798 

Net cash and cash equivalents used for investing activities

(372)

(1,081)

(351)

Net cash and cash equivalents from (used for) financing activities

(509)

330 

(452)

Net Increase (Decrease) in Cash and Cash Equivalents

(14)

12 

(5)

Cash and Cash Equivalents at End of Period

$

54 

$

68 

$

56 

For purposes of the following discussion, any increases or decreases refer to the comparison of the year ended December 31, 2025 to the year ended December 31, 2024 and the year ended December 31, 2024 to the year ended December 31, 2023.

Operating Activities

Cash flows from our operating activities can be impacted in the short term by the natural gas volumes gathered or transported through our systems under interruptible service revenue contracts, changing natural gas prices, seasonality, weather fluctuations, dividends received from equity method investees, working capital changes and the financial condition of our customers. Our preference to enter into firm service revenue contracts leads to more stable operating performance, revenues and cash flows and limits our exposure to natural gas price fluctuations.

Net cash and cash equivalents from operating activities increased $104 million for the year ended December 31, 2025 primarily due to an increase in operating income of $176 million after adjustment for non-cash items including depreciation and amortization expense, stock-based compensation, and amortization of operating lease right-of-use assets, and a decrease in cash paid for income taxes, net of refunds received, of $7 million, partially offset by a decrease of $44 million due to changes in net working capital, a decrease in dividends received from equity method investees of $23 million, higher interest

expense of $8 million and lower interest income of $5 million.

Net cash and cash equivalents from operating activities decreased $35 million for the year ended December 31, 2024 primarily due to a decrease in working capital changes and a decrease in dividends received from equity method investees, partially offset by a decrease in cash paid for income taxes and an increase in operating income after adjustment for non-cash items including depreciation and amortization expense, stock-based compensation, and amortization of operating lease right-of-use assets.

Investing Activities

Cash outflows associated with our investing activities are primarily the result of plant and equipment expenditures, acquisitions, and contributions to equity method investees. Cash inflows from our investing activities are generated from proceeds from sale or collection of Notes receivable, distributions received from equity method investees, and proceeds from asset sales.

47

On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines for $1.2 billion. See Note 16, "Acquisition" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

As a result of the sales of senior unsecured notes at our equity method investees, we received net distributions from Millennium of $416 million and NEXUS of $371 million during the years ended December 31, 2024 and 2023, respectively. See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Net cash and cash equivalents used for investing activities decreased $709 million for the year ended December 31, 2025 primarily due to cash consideration for the Midwest Pipeline Acquisition in 2024, partially offset by lower distributions received from equity method investees of $423 million, due to the Millennium distribution in 2024 of $416 million, and an increase in cash used for plant and equipment expenditures of $76 million.

Net cash and cash equivalents used for investing activities increased $730 million for the year ended December 31, 2024 primarily due to cash consideration for the Midwest Pipeline Acquisition, partially offset by a decrease in cash used for plant and equipment expenditures and higher distributions received from equity method investees, including those noted above.

Financing Activities

In December 2024, we issued the 2034 Notes in aggregate principal amount of $650 million, and we amended the Credit Agreement to, among other things, extend the Revolving Credit Facility maturity date to 2029. In November 2024, we amended our Credit Agreement to permit the Company to incur certain customary bridge loans, including the Bridge Facility. In September 2024, we repaid the remaining indebtedness under the Term Loan Facility of $399 million. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

In November 2024, we issued 4,168,750 common shares for net proceeds of approximately $406 million. DT Midstream paid cash dividends on common stock of $324 million, $280 million, and $263 million during the years ended December 31, 2025, 2024 and 2023, respectively. See Note 8, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Net cash and cash equivalents used for financing activities of $509 million for the year ended December 31, 2025 decreased as compared to net cash and cash equivalents from financing activities of $330 million for the year ended December 31, 2024. The decrease was primarily due to proceeds received in 2024 from the issuance of common shares and from the issuance of the 2034 Notes, higher dividends paid on common stock of $44 million, higher payroll taxes paid related to vested stock-based compensation of $19 million and lower net borrowings under the Revolving Credit Facility of $135 million, partially offset by lower repayments on long-term debt of $399 million and higher contributions from noncontrolling interests of $7 million.

Net cash and cash equivalents from financing activities of $330 million for the year ended December 31, 2024 increased as compared to net cash and cash equivalents used for financing activities of $452 million for the year ended December 31, 2023. The increase was primarily due to proceeds received from the issuance of common shares, proceeds received from the issuance of the 2034 Notes, and lower net repayments of borrowings under the Revolving Credit Facility, partially offset by the repayment of the Term Loan Facility and higher dividends paid on common stock.

Outlook

We expect to continue executing on our natural gas-centric business strategy focused on disciplined capital deployment and supported by a flexible, well capitalized balance sheet. Other than the impact of the items discussed below on our debt and equity capitalization, we are not aware of any trends, other demands, commitments, events or uncertainties that are reasonably likely to materially impact our liquidity position.

Our working capital requirements will be primarily driven by changes in accounts receivable, accounts payable and taxes payable. We continue our efforts to identify opportunities to improve cash flows through working capital initiatives and obtaining long-term firm service revenue contracts from customers.

48

Our sources of liquidity include cash and cash equivalents generated from operating activities and available borrowings under our Revolving Credit Facility. As of December 31, 2025, we had $17 million of letters of credit outstanding and no borrowings outstanding under our Revolving Credit Facility. We had approximately $1 billion of available liquidity as of December 31, 2025, consisting of cash and cash equivalents and available borrowings under our Revolving Credit Facility.

We expect to pay regular cash dividends to DT Midstream common stockholders in the future. Any payment of future dividends is subject to approval by the Board of Directors and may depend on our future earnings, cash flows, capital requirements, financial condition, and the effect a dividend payment would have on our compliance with relevant financial covenants. Over the long-term, we expect to grow our dividend with cash flow growth.

We believe we will have sufficient operating flexibility, cash resources and funding sources to maintain adequate liquidity amounts and to meet future operating cash, capital expenditure and debt servicing requirements. However, our business is capital intensive, and an inability to access adequate capital could adversely impact future earnings and cash flows.

The Credit Agreement covering the Revolving Credit Facility includes financial covenants that DT Midstream must maintain. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

See also Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Credit Ratings

Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell, or hold securities. Our credit ratings affect our cost of capital and other terms of financing, as well as our ability to access the credit and commercial paper markets. We believe that the current credit ratings provide sufficient access to capital markets. However, disruptions in the banking and capital markets not specifically related to us may affect our ability to access these funding sources or cause an increase in the return required by investors. During the year ended December 31, 2025, our credit rating was upgraded to investment grade by both Moody’s Ratings and S&P Global Ratings, and the Company remained investment grade with Fitch Ratings following its 2024 upgrade. As a result, DT Midstream has achieved investment grade rating with all three major credit rating agencies.

Contractual Obligations

The following table details our contractual obligations due by year as of December 31, 2025:

2026

2027

2028

2029

2030 and Thereafter

(millions)

Long-term debt:

Senior unsecured notes (a)

$

— 

$

— 

$

— 

$

1,100 

$

1,000 

Senior unsecured notes (b)

— 

— 

— 

— 

1,250 

Letters of credit

— 

— 

— 

— 

17 

Interest expense (c)

153 

153 

153 

130 

316 

Operating lease payments

18 

17 

7 

3 

8 

Purchase commitments

16 

15 

13 

13 

33 

Total Contractual Obligations

$

187 

$

185 

$

173 

$

1,246 

$

2,624 

_____________________________

(a) Excludes $15 million of unamortized debt issuance costs.

(b) Excludes $1 million of unamortized debt discount and $10 million of unamortized debt issuance costs. These were formerly secured notes whose collateral was released on May 16, 2025 following an Investment Grade Event under the respective indentures. In the event of a Reversion Event (as defined in the respective indentures), the collateral is required to be reinstated in accordance with the respective indentures.

(c) Represents interest expense related to all Long-term debt.

49

CAPITAL INVESTMENTS

Capital spending within our Company is primarily for ongoing maintenance and expansion of our existing assets, and if identified, attractive growth opportunities. We have been disciplined in our capital deployment and make growth investments that meet our criteria in terms of strategy, management skills, and identified risks and expected returns. All potential investments are analyzed for their rates of return and cash payback on a risk-adjusted basis. Our total capital investments were $431 million for the year ended December 31, 2025, inclusive of $5 million in contributions to equity method investees and $426 million in plant and equipment expenditures. These were primarily related to expansions on Blue Union Gathering, Appalachia Gathering, LEAP, Clean Fuels Gathering, Stonewall and Ohio Utica Gathering. We anticipate total capital investments, inclusive of contributions to equity method investees, for the year ended December 31, 2026 of approximately $490 million to $570 million.

OFF-BALANCE SHEET ARRANGEMENTS

We are party to off-balance sheet arrangements, which include our equity method investments. See Note 1, "Description of the Business and Basis of Presentation—Principles of Consolidation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further discussion of the nature, purpose and other details of such agreements.

Other off-balance sheet arrangements include the Vector line of credit and our surety bonds, which are discussed in Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

INDEMNIFICATION OBLIGATIONS

We could have an indemnification obligation to DTE Energy pursuant to the Tax Matters Agreement and the Separation and Distribution Agreement. See Part I, Item 1A. "Risk Factors—Risks Related to the Separation—We agreed to numerous restrictions to preserve the non-recognition treatment of the Distribution, and we could have an indemnification obligation to DTE Energy in accordance with the terms of the Tax Matters Agreement if the Distribution were determined not to qualify for non-recognition treatment for U.S. federal tax purposes." of this Form 10-K for further details.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our Consolidated Financial Statements in conformity with GAAP requires that management apply accounting policies and make estimates and assumptions that affect results of operations and the amounts of assets and liabilities reported in the Consolidated Financial Statements. Management believes that the areas described below require significant judgment in the application of the accounting policy or in making estimates and assumptions in matters that are inherently uncertain and that may change in subsequent periods. See additional discussion of our accounting policies in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Purchase Accounting

In accordance with business combination accounting guidance, the assets acquired and liabilities assumed in an acquired business are measured at their estimated fair values at the acquisition date. As discussed in the Regulation paragraph below, the FERC-regulated pipelines acquired in the Midwest Pipeline Acquisition are accounted for under ASC 980, and thus, the fair value of assets acquired and liabilities assumed subject to these provisions approximate their regulated basis, and therefore no fair value adjustments have been reflected related to these amounts. Customer relationship intangible assets are not subject to rate making and cost recovery provisions, and therefore do include fair value adjustments. Determining the fair value of these items required management's judgment and involved the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. During the year ended December 31, 2025, the Company recorded measurement period adjustments related to the Midwest Pipeline Acquisition as additional information became available and the purchase price allocation was finalized. For income tax purposes, the transaction is treated as a taxable deemed asset acquisition. Accordingly, the majority of deferred income tax assets and liabilities of the acquired entities are eliminated as the tax bases were increased to fair market value which equals net book value.

See Note 7, "Income Taxes" and Note 16, "Acquisition" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

50

Goodwill

We have goodwill that resulted from business combinations. Annually as of October 1st, an impairment test for goodwill is performed which compares the fair value of each reporting unit to its carrying value including goodwill. If the carrying value including goodwill exceeds the fair value of a reporting unit, an impairment loss would be recognized. A goodwill impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

The October 1, 2025 fair values for the reporting units were calculated using an income approach. The estimated fair value in our annual goodwill impairment analysis utilizes significant assumptions that require judgment by management. One such significant assumption is the weighted average cost of capital (WACC) which is used to discount estimates of projected future results and cash flows to be generated by each reporting unit. The WACC is based on our cost of debt, which includes U.S. industrial bond spreads, and cost of equity, which consists of U.S. Treasury Rates plus an equity risk premium. Another significant assumption is the terminal value that utilizes an assumed long-term growth rate, which incorporates management’s judgment regarding sustainable long-term growth of the reporting units.

Our annual goodwill impairment analysis included a comparison of the estimated fair value of the Company as a whole to our market capitalization. Management also compared the implied market multiple of the estimated fair value of each reporting unit to midstream industry transaction multiples and considered other market indicators to support the appropriateness of the fair value estimates.

We performed our annual impairment test as of October 1, 2025 and determined that the estimated fair value of each reporting unit exceeded its carrying value, and no impairment existed. The results of the impairment test are as follows as of the October 1, 2025 valuation date:

Reporting Unit

Goodwill

Weighted Average Costs of Capital

Fair Value Reduction % (a)

Valuation Methodology (b)

(millions)

Pipeline

$

361 

6.8 

%

73 

%

DCF

Gathering

420 

7.5 

%

44 

%

DCF

$

781 

_________________________________

(a) Percentage by which the estimated fair value of the reporting unit would need to decline to equal its carrying value including goodwill.

(b) Discounted cash flows (DCF) incorporated 2025 (fourth quarter) through 2030 projected cash flows plus a calculated terminal value. We calculated the terminal-year cash flows using an estimated long-term growth rate of 2.5% discounted at the WACC for each of the reporting units.

In between annual impairment tests, we monitor our estimates and assumptions regarding estimated future cash flows, including the impact of movements in market indicators, and will update the impairment analysis if a triggering event occurs. While we believe the estimates and assumptions in the fair value are reasonable, the actual results may differ from projections. To the extent projected results or cash flows are revised downward, the reporting unit may be required to write down all or a portion of its goodwill, which would adversely impact our earnings. If current expectations of future long-term growth are not met or market factors outside of our control change, such as U.S. Treasury Rates or a decline in midstream industry transaction multiples, this may lead to a goodwill impairment in the future. See Part II, Item 7A., "Quantitative and Qualitative Disclosures About Market Risk", in this Form 10-K for more information on our exposure to market risk.

51

Assessment of Long-Lived Assets for Impairment

We evaluate the carrying value of long-lived assets, excluding goodwill, when circumstances indicate that the carrying value of those assets may not be recoverable. Conditions that could have an adverse impact on the cash flows and fair value of the long-lived assets are a deteriorating business climate, condition of the asset, or plans to dispose of or abandon the asset before the end of its useful life, which could result from the loss of or reduction in volume from our customers. The review of long-lived assets for impairment requires significant assumptions about operating strategies and estimates of future cash flows, which require assessments of current and projected market conditions and anticipated customer revenues. An impairment evaluation is based on an undiscounted cash flow analysis at the lowest level for which independent cash flows of long-lived assets can be identified from other groups of assets and liabilities. Impairment may occur when the carrying value of the asset exceeds the future undiscounted cash flows. When the undiscounted cash flow analysis indicates a long-lived asset is not recoverable, the amount of the impairment loss is determined by measuring the excess of the long-lived asset over its fair value. An impairment would require us to reduce both the long-lived asset and current period earnings by the amount of the impairment, which would adversely impact our earnings. As part of our ongoing reviews of business operations and associated long-lived assets, we did not identify any indicators of impairment that existed during 2025.

Depreciation and Amortization of Long-Lived Assets

We compute depreciation and amortization based on estimated useful lives. These estimates are based on various factors including condition, manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Uncertainties that impact these estimates include economic conditions and supply and demand in the area. When assets are put into service, we make estimates with respect to useful lives and salvage values that we believe are reasonable. However, subsequent events could cause us to change our estimates, thus impacting the future calculation of depreciation and amortization. For our regulated assets, depreciation studies to assess the estimated useful lives of the asset are typically conducted as part of rate proceedings or tariff filings, which can result in changes in economic lives. Changes in economic lives, if applicable, are implemented prospectively as of the tariff approved effective date.

Assessment of Equity Method Investments for Impairment

We assess at each balance sheet date whether there is objective evidence that the equity method investment is impaired by completing a quantitative or qualitative analysis of factors impacting the investment. If there is objective evidence of impairment, we determine whether the decline below carrying value is other than temporary. If the decline is determined to be other than temporary, an impairment charge is recorded in earnings with an offsetting reduction to the carrying value of the investment. As part of our ongoing reviews of equity method investment operations, we did not identify any indicators of impairment that existed during 2025.

Regulation

Guardian, Midwestern and Viking are subject to rate regulation and accounting requirements of FERC. The regulated operations of each of these subsidiaries have rates that are (i) established by independent, third-party regulators, (ii) set at levels that will recover our costs when considering the demand and competition for our services and (iii) charged to and collectible from our customers. Accordingly, we follow the accounting for regulated operations as defined in ASC 980 for these pipelines, which results in differences in the application of GAAP between our regulated and non-regulated businesses. These entities are required to record regulatory assets and liabilities for certain transactions that would have been treated as revenue or expense in non-regulated businesses. Future regulatory changes could result in changes in the amounts of regulatory assets and liabilities or the discontinuance of this accounting treatment for regulatory assets and liabilities for some or all of our regulated businesses. We believe that currently available facts support the continued use of regulatory accounting and that all regulatory assets and liabilities are recoverable or refundable in the current regulatory environment.

See Note 17, "Regulatory Matters" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 3, "New Accounting Pronouncements" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

52
