What changed in this filing

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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-12 · 258 added, 169 removed, 1024 unchanged (29% of the section changed)

19 unchanged sentences

Other Information

In connection with the HG Acquisition, we entered into a letter agreement with Antero Resources to, among other things, allocate between the parties certain obligations, liabilities, costs and benefits under the purchase agreement relating to the HG Acquisition and the buyer-side representations and warranties insurance policies.

A copy of the Letter Arrangement is filed as Exhibit 10.28 hereto and is incorporated herein by reference.

On November 6, 2025 , Michael N.

Kennedy , our Chief Executive Officer and President and Director , adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 100,000 shares of the Company’s common stock until December 31, 2026.

disclosure regarding foreign jurisdictions that prevent inspections

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001-38075) filed on June 8, 2023).

Amended and Restated Bylaws of Antero Midstream Corporation, dated February 14, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K (Commission File No.

001-38075) filed on February 15, 2023).

Certificate of Designations of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on March 12, 2019).

Indenture, dated as of February 25, 2019, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on February 25, 2019).

Form of 5.75% Senior Note due 2027 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on February 25, 2019).

First Supplemental Indenture, dated as of April 15, 2019, among Antero Midstream Partners LP, Antero Midstream Finance Corporation, Antero Midstream Corporation, each of the other parties identified therein and Wells Fargo Bank, National Association, a national banking association, to the indenture governing the 2027 Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on April 16, 2019).

Second Amended and Restated Bylaws of Antero Midstream Corporation, dated August 14, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on August 14, 2025).

Indenture, dated as of June 28, 2019, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.

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001-38075) filed on January 16, 2024).

Indenture, dated as of September 22, 2025, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on September 23, 2025).

Form of 5.75% Senior Note due 2033 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on September 23, 2025).

Indenture, dated as of December 23, 2025, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on December 23, 2025).

Form of 5.75% Senior Note due 2034 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on December 23, 2025).

Second Amended and Restated Gathering and Compression Agreement, dated as of December 8, 2019, by and between Antero Resources Corporation and Antero Midstream LLC (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K (Commission File No.

36 unchanged sentences

001-38075) filed on July 31, 2024).

Antero Midstream Corporation Insider Trading Policies.

First Amendment to the Third Amended and Restated Credit Agreement, dated December 11, 2025, among Antero Midstream Partners LP, as the Borrower, the Lenders party thereto and Wells Fargo Banks, National Association, as Administrative Agent.

Chairman Emeritus Agreement, by and between Antero Resources Corporation, Antero Midstream Corporation and Paul Rady, dated August 14, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on August 14, 2025).

Antero Midstream Corporation Executive Severance Plan, effective September 17, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on September 23, 2025).

Form of Antero Resources Corporation Executive Severance Plan Participation Agreement.

Antero Resources Corporation Executive Severance Plan Participation Agreement, by and between Antero Resources Corporation and Paul Rady, dated October 2, 2025.

Antero Midstream Corporation Summary of Compensation for Non-Employee Directors, effective August 14, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission File No.

001-38075) filed on October 29, 2025).

Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero Midstream Partners LP, dated as of December 5, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on December 8, 2025).

Amendment No.

1 to the Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero Midstream Partners LP, dated as of December 22, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on February 3, 2026).

Purchase and Sale Agreement, among Antero Midstream LLC, Antero Water LLC, Antero Treatment LLC, Infinity Natural Resources LLC and Northern Oil and Gas, Inc., dated December 5, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on December 8, 2025).

Letter Agreement, by and between Antero Midstream Partners LP and Antero Resources Corporation, effective as of December 5, 2025.

Antero Midstream Corporation Insider Trading Policies (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K (Commission File No.

001-38075) filed on February 12, 2025).

Subsidiaries of Antero Midstream Corporation.

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Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

Certain of the schedules and exhibits to the Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule or exhibit will be furnished to the U.S.

Securities and Exchange Commission upon request.

Certain personally identifiable information has also been omitted from this Exhibit pursuant to Item 601(a)(6) of Regulation S-K.

Management contract or compensatory plan or arrangement.

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ANTERO MIDSTREAM CORPORATION

/s/ BRENDAN E.

Chief Financial Officer, Vice President – Finance and Treasurer

/s/ Justin J.

Chief Financial Officer and Vice President – Finance and Investor Relations

February 11, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Chairman of the Board, Director,

President and Chief Executive Officer

/s/ Michael N.

Director, Chief Executive Officer and President

February 11, 2026

(principal executive officer)

Chief Financial Officer,

/s/ BRENDAN E.

Vice President – Finance and Treasurer

Chief Financial Officer and

/s/ Justin J.

Vice President – Finance and Investor Relations

February 11, 2026

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(principal accounting officer)

/s/ MICHAEL N.

Director and Senior Vice President – Finance

Chairman of the Board, Director

February 11, 2026

4 unchanged sentences

Howard Keenan, Jr.

February 12, 2025

/s/ Brooks J.

5 unchanged sentences

February 11, 2026

/s/ Yvette K.

February 11, 2026

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Cash and cash equivalents

Restricted cash

Accounts receivable–Antero Resources

Accounts receivable–third party

Income tax receivable

Current assets held for sale

Other current assets

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Customer relationships

Assets held for sale

Other assets, net

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Accrued liabilities

Current liabilities held for sale

Other current liabilities

3 unchanged sentences

Deferred income tax liability, net

Liabilities held for sale

Total liabilities

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Impairment of property and equipment

Accretion of asset retirement obligations

Loss on settlement of asset retirement obligations

Loss (gain) on asset sale

Loss on long-lived assets

Other operating expense, net

Total operating expenses

4 unchanged sentences

Loss on early extinguishment of debt

Transaction expense

Total other expense

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(In thousands)

Retained Earnings

Balance at December 31, 2022

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Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes

Repurchases and retirement of common stock

Net income and comprehensive income

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Adjustments to reconcile net income to net cash provided by operating activities:

Accretion of asset retirement obligations

Impairment of property and equipment

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Settlement of asset retirement obligations

Loss on settlement of asset retirement obligations

Loss (gain) on asset sale

Loss on early extinguishment of debt

Loss on long-lived assets

Other operating activities

Changes in assets and liabilities:

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Accounts payable–third party

Income taxes payable

Accrued liabilities

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Additional investments in unconsolidated affiliate

Return of investment in unconsolidated affiliate

Acquisition of gathering systems and facilities

Cash received in asset sales

Change in other assets

Change in other liabilities

Other investing activities

Net cash used in investing activities

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Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

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

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Cash, cash equivalents and restricted cash, end of period

Supplemental disclosure of cash flow information:

Cash paid during the period for interest

Cash received during the period for income taxes

Income taxes refunded (paid) during the period

Increase (decrease) in accrued capital expenditures and accounts payable for property and equipment

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The accompanying consolidated financial statements have been prepared in accordance with GAAP.

In the opinion of management, these consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2023 and December 31, 2024, and the results of the Company’s operations and its cash flows for the years ended December 31, 2022, 2023 and 2024.

In the opinion of management, these consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2024 and 2025, and the results of the Company’s operations and its cash flows for the years ended December 31, 2023, 2024 and 2025.

The Company has no items of other comprehensive income;

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The Company classifies book overdrafts in accounts payable within its consolidated balance sheets, and classifies the change in accounts payable associated with book overdrafts as an operating activity within its consolidated statements of cash flows.

Restricted Cash

The Company classifies restricted cash as all cash that is legally or contractually restricted from withdrawal or usage, including amounts deposited in escrow that are restricted from use.

The Company’s restricted cash is classified as a current asset as of December 31, 2025 because the restriction on such cash was released on February 3, 2026 at the closing of the HG Acquisition.

Property and Equipment

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If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are based on discounted future cash flows using assumptions as to revenues, costs and discount rates typical of third-party market participants, which is a Level 3 fair value measurement.

During the years ended December 31, 2022 and 2024, the Company acquired certain Marcellus gas gathering and compression assets and Utica compression assets.

These transactions were accounted for as asset acquisitions in accordance with FASB ASC Topic 805-50, Business Combinations, Related Issues (“ASC 805-50”).

During the year ended December 31, 2024, the Company acquired certain Marcellus Shale gas gathering and compression assets.

This transaction was accounted for as asset acquisition in accordance with FASB ASC Topic 805-50, Business Combinations, Related Issues (“ASC 805-50”).

Accordingly, the acquired assets were recorded based upon the cash consideration paid, with all value assigned to Property and equipment in the consolidated balance sheets.

See Note 6— Property and Equipment for additional information on asset acquisitions.

See Note 3— Transactions for additional information.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Investments in Unconsolidated Affiliates

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The Company uses the equity method to account for its investments in companies if the investment provides the Company with the ability to exercise significant influence over, but not control of, the operating and financial policies of the investee.

The Company’s judgment regarding the level of influence over each equity method investee includes considering key factors such as the Company’s ownership interest, representation on the board of directors, participation in policy-making decisions of the investee and material

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

intercompany transactions.

Such investments are included in the investments in unconsolidated affiliates on the Company’s consolidated balance sheets.

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The Company’s equity in earnings (loss) of unconsolidated affiliates is adjusted for basis differences recognized due to the difference between the cost of the equity method investment and the amount of underlying equity in the net assets as of March 12, 2019.

Basis difference are amortized into equity in earnings (loss) of unconsolidated affiliate on the Company’s consolidated statements of operations and comprehensive income over the remaining useful lives of the underlying assets and liabilities.

Basis differences are amortized into equity in earnings (loss) of unconsolidated affiliate on the Company’s consolidated statements of operations and comprehensive income over the remaining useful lives of the underlying assets and liabilities.

The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach.

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and/or (ii) a tax position is effectively settled with a tax authority at a differing amount.

On July 4, 2025, Public Law No.

119-21, commonly referred to as the One Big Beautiful Bill Act, was enacted.

The OBBB contains a broad range of changes to U.S.

federal income tax laws and makes permanent or modifies certain provisions of Public Law No.

115-97, commonly referred to as the Tax Cuts and Jobs Act.

These changes include, among others, permanently restoring an earnings before interest, taxes, depreciation and amortization based business interest deduction limitation, 100% bonus depreciation for certain property and immediate expensing for certain domestic research and experimental expenditures.

All effects of changes in tax laws are recognized in the consolidated financial statements during the period of enactment.

As such, the effects of the OBBB are reflected in the Company's provision for income taxes as of and for the year ended December 31, 2025.

The OBBB did not have a material effect on income tax expense for the year ended December 31, 2025, and the Company expects a refund of substantially all of the cash paid for income taxes during the year ended December 31, 2025 when it files its 2025 U.S.

federal income tax return as a result of the OBBB.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Asset Retirement Obligations

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During the year ended December 31, 2021, the Company commenced closure and reclamation operations on the landfill, and such closure and reclamation operations were substantially complete as of December 31, 2024.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Asset retirement obligations are recorded for water impoundments and wastewater pits when an abandonment date is identified.

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A liability is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes.

The Company regularly reviews contingencies to determine the adequacy of our accruals and related disclosures.

The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures.

The ultimate amount of losses, if any, may differ from these estimates.

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Recoveries of environmental costs from other parties are recorded separately as assets at their undiscounted value when receipt of such recoveries is probable.

As of December 31, 2023 and December 31, 2024, the Company had not recorded any liabilities for litigation, environmental or other contingencies.

(k) Dividends

As of December 31, 2024 and 2025, the Company had not recorded any liabilities for litigation, environmental or other contingencies.

(l) Dividends

Preferred and common dividends declared are recorded as a reduction of retained earnings to the extent that retained earnings were available at the close of the quarter prior to the dividend declaration date, with any excess recorded as a reduction of additional paid-in capital.

(l) Treasury Share Retirement

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(m) Treasury Share Retirement

The Company periodically retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued.

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See Note 6—Revenue.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Equity-Based Compensation

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This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 in this Annual Report on Form 10-K for the year ended December 31, 2024, and it did not have a material impact on the Company’s consolidated financial statements.

The Company adopted ASU 2023-07 in the 2024 Form 10-K, and it did not have a material impact on the Company’s consolidated financial statements.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

In December 2023, the FASB issued ASU No.

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ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax (expense) benefit and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others.

This ASU is effective for annual reporting periods beginning after December 15, 2024, although early adoption is permitted.

This ASU is effective for annual reporting periods beginning after December 15, 2024.

ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted.

The Company is evaluating the impact that ASC 2023-09 will have on the consolidated financial statements and the transition method it plans to use for adoption .

The Company plans to adopt ASU 2023-09 in the Annual Report on Form 10-K for the year ending December 31, 2025.

The Company adopted ASU 2023-09 retrospectively in this Annual Report on Form 10-K, and it did not have a material impact on the Company’s consolidated financial statements.

Disaggregation of Income Statement Expenses

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ASU 2024-03 can be applied on either a prospective or a retrospective basis at the Company’s election.

The Company is evaluating the impact that ASU 2024-03 will have on the consolidated financial statements and its plans for adoption, including its transition method and adoption date.

The Company is evaluating the impact that ASU 2024-03 will have on the financial statements and its plans for adoption, including its transition method and adoption date.

(3) Transactions

Summit Asset Acquisition

On May 1, 2024, the Company acquired certain Marcellus Shale gas gathering and compression assets from Summit for $ 70 million in cash, before closing adjustments, with an effective date of April 1, 2024.

The acquired assets include 48 miles of high pressure gathering pipelines and two compressor stations with 100 MMcf/d of compression capacity.

These assets were already interconnected to the Company’s low pressure and high pressure gas gathering systems at the time of acquisition and service Antero Resources’ production.

Substantially all of the cash consideration for this asset acquisition was allocated to gathering systems and facilities, included in property and equipment, net in the consolidated balance sheets.

HG Acquisition

On December 5, 2025, Antero Midstream Partners, an indirect, wholly-owned subsidiary of the Company, entered into a definitive agreement to acquire 100 % of the issued and outstanding equity interests of HG Midstream for cash consideration of $ 1.1 billion, subject to the terms and conditions thereof.

The HG Acquisition includes gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia.

Pursuant to the same agreement, Antero Resources agreed to acquire 100 % of the issued and outstanding equity interests of HG Production for total cash consideration of $ 2.8 billion, subject to the terms and conditions thereof.

The HG Upstream Acquisition includes approximately 385,000 net acres in the core of the Marcellus Shale in West Virginia.

In connection with the Company’s entry into the definitive agreement relating to the HG Acquisition, the Company and Antero Resources agreed to allocate between the parties certain benefits and costs under the agreement and the buyer-side representations and warranties insurance policies.

On December 8, 2025, the Company deposited approximately $ 83 million into escrow to be credited towards the cash consideration payable at the closing of the HG Acquisition, which is classified as restricted cash on the Company’s consolidated balance sheets as of December 31, 2025.

These acquisitions closed on February 3, 2026, with effective dates of January 1, 2026.

The Company intends to make certain modifications to its existing commercial arrangements with Antero Resources to provide for on-pad compression with respect to certain wells and to provide a transition period through 2026 before certain water services would be provided under the existing agreements with Antero Resources.

The disclosure of certain financial information required by FASB ASC Topic 805, Business Combinations , has been omitted as it is impracticable to provide such information due to the timing of the closing of the HG Acquisition and issuance of the Company’s consolidated financial statements.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Utica Shale Divestiture

On December 5, 2025, certain wholly-owned subsidiaries of the Company entered into the Utica Shale PSA with the Buyer Parties to sell the Utica Shale Property and Equipment, for aggregate cash consideration of $ 400 million, subject to the terms and conditions thereof.

The Utica Shale Property and Equipment includes 118 miles of gathering pipelines, 0.7 Bcfe/d of compression capacity, 85 miles of water pipelines and 12 water impoundments with storage capacity of approximately 2 million barrels.

The Utica Shale Divestiture is expected to close in February 2026, with an effective date of July 1, 2025, subject to the satisfaction of certain customary closing conditions.

The Utica Shale Property and Equipment and its associated assets and liabilities have been classified as held for sale as of December 31, 2025 on the Company’s consolidated balance sheets, which relate to both the Company’s gathering and processing and water handling reportable segments.

The Utica Shale Divestiture does not qualify as a discontinued operation under FASB ASC Topic 205, Presentation of Financial Statements , as it does not represent a strategic shift that will have a major effect on the Company’s operations or financial results.

The cash consideration expected to be received for the Utica Shale Divestiture less costs to sell was less than its carrying value of the Utica Shale Property and Equipment’s net assets as of December 5, 2025.

Accordingly, the Company reduced the carrying value of the Utica Shale Property and Equipment to the estimated selling price less costs to sell and recorded a loss on long-lived assets of $ 87 million during the year ended December 31, 2025 in its statements of operations and comprehensive income.

The carrying value of the Utica Shale Property and Equipment’s assets and liabilities held for sale were as follows:

(in thousands)

December 31, 2025

Current assets:

Accounts receivable–Antero Resources

Long-term assets:

Property and equipment, net

Other assets, net

Current liabilities:

Accounts payable–third party

Accrued liabilities

Long-term liabilities:

Other long-term liabilities

(4) Intangibles

6 unchanged sentences

Customer relationships

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Future amortization expense as of December 31, 2025 is as follows (in thousands):

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The Company reimburses Antero Resources directly for all general and administrative costs charged to it.

For further information on equity-based compensation, see Note 10—Equity-Based Compensation.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

All of the Company’s gathering and compression revenues are derived from operating lease agreements, and all of the Company’s water handling revenues are derived from service contracts with customers.

3 unchanged sentences

(i) the 2019 gathering and compression agreement, (ii) the Marcellus gathering and compression agreement, (iii) the Utica compression agreement and (iv) the Mountaineer gathering and compression agreement.

The 2019 gathering and compression agreement, Marcellus gathering and compression agreement and Mountaineer gathering and compression agreement have initial terms through 2038, 2031 and 2026, respectively, and the Utica compression agreement has two acreage dedications, one of which expired in 2024 and one that expires in 2030.

Upon expiration of the Marcellus gathering and compression service agreement, the Utica compression agreement and the Mountaineer gathering and compression agreement, the Company will continue to provide gathering and compression services under the 2019 gathering and compression agreement.

Pursuant to the gathering and compression agreements, Antero Resources has dedicated substantially all of its current and future acreage in West Virginia, Ohio and Pennsylvania to the Company for gathering and compression services.

The Company also has an option to gather and compress natural gas produced by Antero Resources on any additional undedicated acreage it acquires during the term of the 2019 gathering and compression agreement outside of West Virginia, Ohio and Pennsylvania on the same terms and conditions as the 2019 gathering and compression agreement.

The 2019 gathering and compression agreement, Marcellus gathering and compression agreement and Mountaineer gathering and compression agreement have initial terms through 2038, 2031 and 2026, respectively, and the Utica compression agreement has one remaining acreage dedication that expires in 2030.

Upon expiration of the Marcellus gathering and compression agreement, the Utica compression agreement and the Mountaineer gathering and compression agreement, the Company will continue to provide gathering and compression services under the 2019 gathering and compression agreement.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

and conditions as the 2019 gathering and compression agreement.

Upon completion of the initial contract term in 2038, the 2019 gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by notice from either the Company or Antero Resources to the other party on or before the 180 th day prior to the anniversary of such agreement.

The Utica compression agreement is included in the Utica Shale Divestiture.

The 2019 gathering and compression agreement included a growth incentive fee program whereby low pressure gathering fees were reduced from 2020 through 2023 to the extent Antero Resources achieved certain quarterly volumetric targets during such time.

Only Antero Resources’ throughput gathered under the 2019 gathering and compression agreement was considered in low pressure gathering volume targets.

For the years ended December 31, 2022 and 2023, Antero Resources earned fee rebates of $ 48 million and $ 52 million, respectively.

For the year ended December 31, 2023, Antero Resources earned a fee rebate of $ 52 million.

The growth incentive fee rebate program expired on December 31, 2023.

9 unchanged sentences

The 2019 gathering and compression agreement, the Marcellus gathering and compression agreement and the Mountaineer gathering and compression agreement include certain fixed fee provisions.

If and to the extent Antero Resources requests that the Company construct new low pressure lines, high pressure lines and/or compressor stations, the 2019 gathering and compression agreement contains options at the Company’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for 75 % of the high pressure gathering capacity and 70 % of the compression capacity of such new construction for 10 years or (ii) a cost of service fee that allows the Company to earn a 13 % rate of return on such new construction over seven years , which election is made individually for each piece of equipment placed in service.

The Marcellus gathering and compression

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

agreement provides for a minimum volume commitment that requires Antero Resources to utilize or pay for 25 % of the compression capacity for a period of 10 years from the in-service date.

If and to the extent Antero Resources requests that the Company construct new low pressure lines, high pressure lines and/or compressor stations, the 2019 gathering and compression agreement contains options at the Company’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for 75 % of the high pressure gathering capacity and 70 % of the compression capacity of such new construction for 10 years or (ii) a cost of service fee that allows the Company to earn a return on capital invested of 13 % per annum over a period of seven years , which election is made individually for each piece of equipment placed in service.

The Marcellus gathering and compression agreement provides for a minimum volume commitment that requires Antero Resources to utilize or pay for 25 % of the compression capacity for a period of 10 years from the in-service date.

The Mountaineer gathering and compression agreement provides for monthly minimum compression and gathering fees for each compressor station or high pressure gathering line, respectively, for a period of 12 years commencing 90 days after such asset’s in-service date.

1 unchanged sentence

As of December 31, 2025, the minimum lease payments for the 2019 gathering and compression agreement and Mountaineer gathering and compression agreement end in 2035 and 2026, respectively.

As of January 1, 2025, there are no minimum lease payments for the Marcellus gathering and compression agreement.

As of January 1, 2025, there were no minimum lease payments for the Marcellus gathering and compression agreement.

The Company recognizes lease income from its minimum lease payments under its gathering and compression agreements on a straight-line basis.

1 unchanged sentence

The Company recognizes variable lease income when low pressure volumes are delivered to a compressor station, compression volumes are delivered to a high pressure line and high pressure volumes are delivered to a processing plant or transmission pipeline, as applicable.

Minimum volume commitments for each of the 2019 gathering and compression agreement and Marcellus gathering and compression agreement are aggregated such that each agreement has a single minimum volume commitment for the respective service each year.

Minimum volume commitments for the 2019 gathering and compression agreement are aggregated such that the agreement has a single minimum volume commitment for the respective service each year.

The Mountaineer gathering and compression agreement minimum compression and gathering fees are not subject to aggregation and are determined on a monthly basis for each compressor station and gathering line, respectively, subject to such agreement.

The Company invoices the customer the month after each service is performed, and payment is due in the same month.

The Company invoices the

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

customer the month after each service is performed, and payment is due in the same month.

The Company is not party to any leases that have not commenced.

5 unchanged sentences

Year ending December 31, 2030

(1) Minimum future lease cash flows related to the Utica Shale Property and Equipment classified as held for sale were $ 48 million as of December 31, 2025.

Water Handling

3 unchanged sentences

Under the agreement, the Company receives a fixed fee for fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments.

In addition, the Company also provides other fluid handling services.

In addition, the Company provides other fluid handling services.

These operations, along with the Company’s fresh water delivery systems, support well completion and production operations for Antero Resources.

2 unchanged sentences

For these other fluid handling services provided by the Company, the Company charges Antero Resources a cost of service fee .

As of December 31, 2024, the Company had minimum future revenues for its cost of service fees of $ 34 million to be received and recognized by the Company under the water services agreement during 2025 through 2031 related to unsatisfied performance obligations.

The cost of service fee allows the Company to recover its share of capital expenditures to construct any new facilities required to provide other fluid handling services to Antero Resources and earn a return on capital invested of 13 % per annum over a period of seven years .

As of December 31, 2025, the Company had minimum future revenues for its cost of service fees of $ 67 million to be received and recognized by the Company under the water services agreement during 2026 through 2032 as the agreement’s performance obligations are satisfied.

The Company satisfies its performance obligations and recognizes revenue when (i) the fresh water volumes have been delivered to the hydration unit of a specified well pad or (ii) other fluid handling services have been completed .

2 unchanged sentences

The Company invoices the customer after the third-party provider billing is received, and payment is due in the same month.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Transaction Price Allocated to Remaining Performance Obligations

5 unchanged sentences

Accordingly, the Company is exempt from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Contract Balances

6 unchanged sentences

(in thousands)

Reportable Segment

Type of service

Gathering—low pressure

Reportable segment / Type of service

Gathering and Processing (1)

Gathering—low pressure

Gathering—low pressure fee rebate

Gathering and Processing (1)

Gathering—high pressure

Gathering and Processing (1)

Fresh water delivery

Amortization of customer relationships

Water Handling

Fresh water delivery

Other fluid handling

Water Handling

Amortization of customer relationships

Reportable segment / Type of contract

Gathering and Processing (1)

Amortization of customer relationships

Water Handling

Type of contract

Per unit fixed fee

Gathering and Processing (1)

Gathering—low pressure fee rebate

Gathering and Processing (1)

Per unit fixed fee

Amortization of customer relationships

Water Handling

Per unit fixed fee

Cost plus 3 %

Water Handling

Cost of service fee

Water Handling

Amortization of customer relationships

Gathering and Processing

Amortization of customer relationships

Water Handling

(1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering and compression systems.

The Company’s receivables from its contracts with customers and operating leases as of December 31, 2023 and December 31, 2024 were $ 89 million and $ 115 million, respectively.

The Company’s receivables from its contracts with customers and operating leases as of December 31, 2024 and 2025 were $ 115 million and $ 111 million, respectively.

ANTERO MIDSTREAM CORPORATION

1 unchanged sentence

(7) Property and Equipment

(a) Summary of Property and Equipment

Property and equipment, net consisted of the following items:

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(1) Gathering systems and facilities are recognized as a single-leased asset with no residual value.

(b) Asset Acquisitions

2022 Acquisitions

On October 25, 2022, the Company acquired certain Marcellus gas gathering and compression assets from Crestwood for $ 205 million in cash, before closing adjustments.

These assets included 72 miles of dry gas gathering pipelines and nine compressor stations with approximately 700 MMcf/d of compression capacity.

The cash consideration for this asset acquisition was allocated to land and gathering systems and facilities, included in Property and equipment in the consolidated balance sheets, for $ 3 million and $ 202 million, respectively.

On December 21, 2022, the Company acquired certain Utica compression assets from EnLink for $ 10 million in cash, before closing adjustments.

These assets included four compressor stations with approximately 380 MMcf/d of compression capacity.

The acquired compression assets are interconnected with the Company’s existing low pressure and high pressure gathering systems and service Antero Resources’ production.

The cash consideration for this asset acquisition was allocated to gathering systems and facilities included in Property and equipment in the consolidated balance sheets.

2024 Acquisition

On May 1, 2024, the Company acquired certain Marcellus gas gathering and compression assets from Summit for $ 70 million in cash, before closing adjustments, with an effective date of April 1, 2024.

The acquired assets include 48 miles of high pressure gathering pipelines and two compressor stations with 100 MMcf/d of compression capacity.

These assets were already interconnected to the Company’s low pressure and high pressure gas gathering systems at the time of acquisition and service Antero Resources’ production.

Substantially all of the cash consideration for this asset acquisition was allocated to gathering systems and facilities, included in property and equipment, net in the consolidated balance sheets.

(8) Income Taxes

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(in thousands)

Current income tax benefit

Current income tax expense (benefit)

Deferred income tax expense

Total income tax expense

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Income tax expense differs from the amount that would be computed by applying the U.S.

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Year Ended December 31,

(in thousands, except percentages)

federal statutory income tax

State and local income tax expense, net of federal effect (1)

Changes in valuation allowance

Nontaxable or nondeductible items:

Executive compensation

Total income tax expense / Effective tax rate

West Virginia made up the majority (greater than 50 percent) of the Company’s state income tax expense, net of the federal effect for the years ended December 31, 2023, 2024 and 2025.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Income taxes paid (refunded) consisted of the following:

Year Ended December 31,

(in thousands)

Federal income tax expense

State income tax expense, net of federal effect

Equity-based compensation

Charitable contributions

Change in valuation allowance

Total income tax expense

federal income taxes

West Virginia income taxes

Total income taxes paid (refunded)

Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting purposes and such amounts as measured by tax laws.

10 unchanged sentences

Investment in Antero Midstream Partners

Total deferred income tax liability

Deferred income tax liability, net

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Based upon the projections of future taxable income over the periods in which the deferred income tax assets are deductible, management believed that the Company will not realize the benefits of certain of these deductible differences related to charitable contributions.

As such, as of December 31, 2023 and 2024, the Company has recorded a full valuation allowance for its charitable contributions.

As such, as of December 31, 2024 and 2025, the Company recorded a full valuation allowance for its charitable contributions.

The calculation of the Company’s tax assets and liabilities involves uncertainties in the application of complex tax laws and regulations.

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(in thousands)

Credit Facility (a)

7.875 % senior notes due 2026 (b)

5.75 % senior notes due 2027 (c)

5.75 % senior notes due 2028 (d)

5.375 % senior notes due 2029 (e)

6.625 % senior notes due 2032 (f)

Credit Facility

5.75 % senior notes due 2027

5.75 % senior notes due 2028

5.375 % senior notes due 2029

6.625 % senior notes due 2032

5.75 % senior notes due 2033

5.75 % senior notes due 2034

Total principal

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On July 30, 2024, Antero Midstream Partners, an indirect, wholly owned subsidiary of Antero Midstream Corporation, as borrower (the “Borrower”), amended and restated its senior secured revolving credit facility with a syndicate of banks.

References to the (i) “Prior Credit Facility” refer to the credit facility in effect for periods prior to July 30, 2024, (ii) “New Credit Facility” refer to the credit facility in effect on or after July 30, 2024 and (iii) “Credit Facility” refer to the Prior Credit Facility and New Credit Facility, collectively.

Lender commitments under the Credit Facility were $ 1.25 billion as of December 31, 2023 and 2024.

The New Credit Facility matures on July 30, 2029;

provided that if on the date that is 91 days prior to the stated maturity of any outstanding senior unsecured notes of the Borrower, including the 2027 Notes (as defined below), the 2028 Notes (as defined below) and the 2029 Notes (as defined below), the outstanding principal amount of such notes is greater than or equal to $ 50 million and the sum of (A) the outstanding principal amount of loans, undrawn letters of credit, and drawn but unreimbursed amounts with respect to letters of credit, in each case, then outstanding under the New Credit Facility plus (B) the amount by which (1) the outstanding principal amount of such notes on such date exceeds (2) consolidated unrestricted cash of the Borrower exceeds 85 % of the Aggregate Commitments (as defined in the New Credit Facility), the New Credit Facility will mature on such date.

As of December 31, 2024, the Credit Facility had an available borrowing capacity of $ 766 million.

The New Credit Facility contains negative and affirmative covenants applicable to the Borrower and its restricted subsidiaries customary for credit facilities of this type, including, among other things, limitations on:

Lender commitments under the Credit Facility were $ 1.25 billion as of December 31, 2024 and 2025, respectively.

The Credit Facility matures on July 30, 2029;

provided that if on the date that is 91 days prior to the stated maturity of any outstanding senior unsecured notes of the Borrower, including the 2028 Notes (as defined below) and the 2029 Notes (as defined below), the outstanding principal amount of such notes is greater than or equal to $ 50 million and the sum of (A) the outstanding principal amount of loans, undrawn letters of credit, and drawn but unreimbursed amounts with respect to letters of credit, in each case, then outstanding under the Credit Facility plus (B) (1) the outstanding principal amount of such notes on such date minus (2) consolidated unrestricted cash of the Borrower exceeds 85 % of the Aggregate Commitments (as defined in the Credit Facility), the Credit Facility will mature on such date.

As of December 31, 2025, the Credit Facility had an available borrowing capacity of $ 1.25 billion.

The Credit Facility contains negative and affirmative covenants applicable to the Borrower and its restricted subsidiaries customary for credit facilities of this type, including, among other things, limitations on:

indebtedness;

5 unchanged sentences

The Credit Facility permits distributions to the holders of the Borrower’s equity interests in accordance with the cash distribution policy, adopted by the board under the partnership agreement of the Borrower, provided that no event of default exists or would be caused thereby, and only to the extent permitted by the Borrower’s organizational documents.

The New Credit Facility also requires the Borrower to maintain the following financial ratios:

● other than during an Investment Grade Period (as defined in the New Credit Facility) a consolidated interest coverage ratio, which is the ratio of our consolidated EBITDA to its consolidated current interest charges of at least 2.5 to 1.0 at the end of each fiscal quarter;

The Credit Facility also requires the Borrower to maintain the following financial ratios:

● other than during an Investment Grade Period (as defined in the Credit Facility) a consolidated interest coverage ratio, which is the ratio of Antero Midstream Partners’ consolidated EBITDA to its consolidated current interest charges of at least 2.5 to 1.0 at the end of each fiscal quarter;

● a consolidated total leverage ratio, which is the ratio of consolidated debt to consolidated EBITDA, of not more than 5.00 to 1.00 at the end of each fiscal quarter;

provided that, at our election, which may be exercised only once, during a period that is not an Investment Grade Period (the “Financial Covenant Election”), the consolidated total leverage ratio shall be no more than 5.25 to 1.0;

provided that, at Antero Midstream Partners’ election, which may be exercised only once, during a period that is not an Investment Grade Period (the “Financial Covenant Election”), the consolidated total leverage ratio shall be no more than 5.25 to 1.0;

● after a Financial Covenant Election, a consolidated senior secured leverage ratio covenant in addition to the 5.25 to 1.0 consolidated total leverage ratio covenant, which is the ratio of consolidated senior secured debt to consolidated EBITDA, of not more than 3.75 to 1.0.

The Borrower was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2024 and 2025.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

The Borrower was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2023 and 2024.

The New Credit Facility provides for borrowing under either the Adjusted Term SOFR plus a 0.10 % credit adjustment spread and subject to a 0.00 % floor or the Base Rate (as each term is defined in the Credit Facility).

The Credit Facility provides for borrowing under either the Adjusted Term SOFR plus a 0.10 % credit adjustment spread and subject to a 0.00 % floor or the Base Rate (as each term is defined in the Credit Facility).

Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable with respect to (i) Base Rate loans, quarterly and (ii) SOFR Loans at the end of the applicable interest period if three months (or shorter, if applicable), or every three months if the applicable interest period is longer than three months.

During any period that is not an Investment Grade Period (as defined in the New Credit Facility), the interest margin is determined with reference to the Borrower’s then-current consolidated total leverage ratio, which for SOFR loans range from 1.50 % to 2.50 % .

During any period that is not an Investment Grade Period, commitment fees on the unused portion of the New Credit Facility are due quarterly at rates ranging from 0.25 % to 0.375 % .

During an Investment Grade Period, the interest margin is determined by reference to our corporate family rating, which for SOFR loans range from 1.125 % to 2.000 % .

During an Investment Grade Period, the commitment fees on the unused portion of the New Credit Facility are determined by reference to our corporate family rating, which range from 0.125 % to 0.300 %.

As of December 31, 2023, the Borrower had outstanding borrowings under the Prior Credit Facility of $ 630 million with a weighted average interest rate of 7.08 % .

As of December 31, 2024, the Borrower had outstanding borrowings under the New Credit Facility of $ 484 million with a weighted average interest rate of 6.09 % .

No letters of credit were outstanding under the Credit Facility as of December 31, 2023 and 2024.

During any period that is not an Investment Grade Period, the interest margin is determined with reference to the Borrower’s then-current consolidated total leverage ratio, which for SOFR loans range from 1.50 % to 2.50 % .

During any period that is not an Investment Grade Period, commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from 0.25 % to 0.375 % .

If the Borrower receives at least two Investment Grade Ratings (as defined in the Credit Facility), no default or event of default exists and the Borrower is in pro forma compliance with the Credit Facility’s financial covenants (subject to provision of the Credit Facility), the Borrower may elect to enter into an Investment Grade Period.

During an Investment Grade Period, the interest margin is determined by reference to the Company’s corporate family rating, which for SOFR loans range from 1.125 % to 2.000 % .

In addition, during an Investment Grade Period, the commitment fees on the unused portion of the Credit Facility are determined by reference to the Company’s corporate family rating, which range from 0.125 % to 0.300 % .

The Borrower was not in an Investment Grade Period during the years ended December 31, 2024 and 2025.

As of December 31, 2024, the Borrower had outstanding borrowings under the Credit Facility of $ 484 million with a weighted average interest rate of 6.09 %, and the Borrower had no letters of credit outstanding on such date.

As of December 31, 2025, the Borrower had no outstanding borrowings or letters of credit under the Credit Facility.

7.875 % Senior Notes Due 2026

On November 10, 2020, the Issuers issued $ 550 million in aggregate principal amount of 7.875 % senior notes due May 15, 2026 at par.

On November 10, 2020, Antero Midstream Partners and its wholly owned subsidiary Finance Corp (the “Issuers”) issued $ 550 million in aggregate principal amount of 7.875 % senior notes due May 15, 2026 at par.

Interest on the 2026 Notes was payable on May 15 and November 15 of each year.

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The 2027 Notes were recorded at their fair value of $ 653 million as of March 12, 2019, and the related premium of $ 3 million will be amortized into interest expense over the life of the 2027 Notes.

The 2027 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

The 2027 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries.

Interest on the 2027 Notes is payable on March 1 and September 1 of each year.

Antero Midstream Partners may redeem all or part of the 2027 Notes at any time at redemption prices ranging from 100.958 % as of December 31, 2024 to 100.00 % on or after March 1, 2025.

If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2027 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2027 Notes at a price equal to 101 % of the principal amount of the 2027 Notes, plus accrued and unpaid interest.

Interest on the 2027 Notes was payable on March 1 and September 1 of each year.

On September 23, 2025, the Issuers redeemed all $ 650 million of the 2027 Notes at par, plus accrued and unpaid interest, and recognized a loss on early debt extinguishment of $ 1 million during the year ended December 31, 2025, which included the write-off of all unamortized premium and debt issuance costs.

(d) 5.75 % Senior Notes Due 2028

24 unchanged sentences

If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2032 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2032 Notes at a price equal to 101 % of the principal amount of the 2032 Notes, plus accrued and unpaid interest.

5.75 % Senior Notes Due 2033

On September 22, 2025, the Issuers issued $ 650 million in aggregate principal amount of 5.75 % senior notes due October 15, 2033 at par.

The 2033 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

The 2033 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries.

Interest on the 2033 Notes is payable on April 15 and October 15 of each year.

Antero Midstream Partners may redeem all or part of the 2033 Notes at any time on or after October 15, 2028 at redemption prices ranging from 102.875 % on or after October 15, 2028 to 100.00 % on or after October 15, 2030.

In addition, prior to October 15, 2028, Antero Midstream Partners may redeem up to 35 % of the aggregate principal amount of the 2033 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.750 % of the principal amount of the 2033 Notes, plus accrued and unpaid interest.

At any time prior to October 15, 2028, Antero Midstream Partners may also redeem the 2033 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2033 Notes plus a “make-whole” premium and accrued and unpaid interest.

If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2033 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2033 Notes at a price equal to 101 % of the principal amount of the 2033 Notes, plus accrued and unpaid interest.

5.75 % Senior Notes Due 2034

On December 23, 2025, the Issuers issued $ 600 million in aggregate principal amount of 5.75 % senior notes due July 1, 2034 (the “2034 Notes”) at par.

The 2034 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

The 2034 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries.

Interest on the 2034 Notes is payable on January 1 and July 1 of each year.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Antero Midstream Partners may also redeem all or a part of the 2034 Notes at any time on or after January 1, 2029 at the redemption prices ranging from 102.875 % on or after January 1, 2029 to 100.00 % on or after January 1, 2031, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In addition, at any time prior to January 1, 2029, Antero Midstream Partners may redeem up to 35 % of the aggregate principal amount of the 2034 Notes at a redemption price equal to 105.750 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with an amount of cash not greater than the net proceeds from certain equity offerings.

At any time prior to January 1, 2029, Antero Midstream Partners may redeem all or part of the 2034 Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 2034 Notes plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2034 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2034 Notes at a price equal to 101 % of the principal amount of the 2034 Notes, plus accrued and unpaid interest.

Senior Notes Guarantors

The Company and each of the Company’s wholly owned subsidiaries (except for the Issuers) has fully and unconditionally guaranteed the 2027 Notes, 2028 Notes, 2029 Notes and 2032 Notes (collectively the “Senior Notes”).

The Company and each of the Company’s wholly owned subsidiaries (except for the Issuers) has fully and unconditionally guaranteed the 2028 Notes, 2029 Notes, 2032 Notes, 2033 Notes and 2034 Notes (collectively the “Senior Notes”).

In the event a guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a Restricted Subsidiary (as defined in the applicable indenture governing the series of Senior Notes) of the Issuer or the sale of all or substantially all of its assets) and whether or not the guarantor is the surviving entity in such transaction to a person that is not an Issuer or a Restricted Subsidiary of an Issuer, such guarantor will be released from its obligations under its guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the applicable Senior Notes.

1 unchanged sentence

During the years ended December 31, 2023, 2024 and 2025, all of the Company’s assets and operations are attributable to the Issuers and its guarantors.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(10) Accrued Liabilities

6 unchanged sentences

Total accrued liabilities

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(11) Equity-Based Compensation

24 unchanged sentences

Total awarded and unvested—December 31, 2025

As of December 31, 2025, unamortized equity-based compensation expense of $ 38 million related to the unvested RSUs is expected to be recognized over a weighted average period of 1.8 years.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2024, unamortized equity-based compensation expense of $ 40 million related to the unvested RSUs is expected to be recognized over a weighted average period of 1.7 years.

Performance Share Unit Awards Based on Return on Invested Capital

In April 2019, the Company granted performance share units (“PSUs”) to certain of its employees and executive officers that vest based on the Company’s actual return on invested capital (“ROIC”) (as defined in the award agreement) over a three-year period as compared to a targeted ROIC (“2019 ROIC PSUs”).

The number of shares of the Company’s common stock that could be earned with respect to the 2019 ROIC PSUs ranged from zero to 200 % of the target number of the 2019 ROIC PSUs originally granted.

The performance condition for the 2019 ROIC PSUs was met at 200 % of target as of December 31, 2021.

During the year ended December 31, 2022, the 2019 ROIC PSUs vested and converted into approximately 0.3 million shares of the Company’s common stock.

In April 2022, the Company granted PSUs to certain of its employees and executive officers that vest based on the Company’s actual ROIC (as defined in the award agreement) over a three-year period concluding on December 31, 2024 as compared to a targeted ROIC (“2022 ROIC PSUs”).

In April 2022, the Company granted performance share units (“PSUs”) to certain of its employees and executive officers that vest based on the Company’s actual return on invested capital (“ROIC”) (as defined in the award agreement) over a three-year period concluding on December 31, 2024 as compared to a targeted ROIC (“2022 ROIC PSUs”).

The number of shares of the Company’s common stock that can be earned with respect to the 2022 ROIC PSUs ranges from zero to 200 % of the target number of 2022 ROIC PSUs originally granted.

The performance condition related to 2022 ROIC PSUs was met at 200 % of target as of December 31, 2024.

During the first quarter of 2025, the 2022 ROIC PSUs will vest and convert into approximately 0.9 million shares of common stock.

The performance condition for the 2022 ROIC PSUs was met at 200 % of target as of December 31, 2024.

As a result, during the first quarter of 2025 the 2022 ROIC PSUs vested and converted into approximately 0.9 million shares of the Company’s common stock.

As of December 31, 2025, there were no 2022 ROIC PSUs outstanding.

In March 2023, the Company granted PSUs to certain of its employees and executive officers that vest based on the Company’s actual ROIC (as defined in the award agreement) over a three-year period concluding on December 31, 2025 as compared to a targeted ROIC (“2023 ROIC PSUs”).

The number of shares of the Company’s common stock that can be earned with respect to the 2023 ROIC PSUs ranges from zero to 200 % of the target number of 2023 ROIC PSUs originally granted.

The likelihood of achieving the performance conditions related to 2023 ROIC PSUs was probable as of December 31, 2024.

The performance condition for the 2023 ROIC PSUs was met at 200 % of target as of December 31, 2025.

As a result, during the first quarter of 2026, the 2023 ROIC PSUs will vest and convert into approximately one million shares of the Company’s common stock.

In March 2024, the Company granted PSUs to certain of its executive officers that vest based on the Company’s actual ROIC (as defined in the award agreement) over a three-year period concluding on December 31, 2026 as compared to a targeted ROIC (“2024 ROIC PSUs”).

1 unchanged sentence

The likelihood of achieving the performance conditions related to 2024 ROIC PSUs was probable as of December 31, 2025.

In March 2025, the Company granted PSUs to certain of its executive officers that vest based on the Company’s actual ROIC (as defined in the award agreement) over a three-year period concluding on December 31, 2027 as compared to a targeted ROIC (“2025 ROIC PSUs”).

The number of shares of the Company’s common stock that can be earned with respect to the 2025 ROIC PSUs ranges from zero to 200 % of the target number of 2025 ROIC PSUs originally granted.

The likelihood of achieving the performance conditions related to 2025 ROIC PSU awards was probable as of December 31, 2025.

Summary Information for Performance Share Unit Awards

95 unchanged sentences

(14) Fair Value Measurement

The carrying values on the consolidated balance sheets of the Company’s cash and cash equivalents, accounts receivable—Antero Resources, accounts receivable—third party, other current assets, accounts payable—Antero Resources, accounts payable—third party, accrued liabilities and other current liabilities approximate fair values due to their short-term maturities.

The carrying value of the amounts under the Credit Facility as of December 31, 2023 and December 31, 2024 approximated fair value because the variable interest rates are reflective of current market conditions.

The carrying values on the consolidated balance sheets of the Company’s cash and cash equivalents, restricted cash, accounts receivable—Antero Resources, accounts receivable—third party, other current assets, accounts payable—Antero Resources, accounts payable—third party, accrued liabilities and other current liabilities approximate fair values due to their short-term maturities.

The carrying value of the amounts under the Credit Facility as of December 31, 2024 and 2025 approximated fair value because the variable interest rates are reflective of current market conditions.

The fair value and carrying value of the Company’s Senior Notes is as follows:

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(2) Carrying values are presented net of unamortized debt issuance costs and debt premium.

The Company used an income approach to estimate the selling price less costs to sell of the Utica Shale Property and Equipment, which represents fair value of the Utica Shale Property and Equipment as of December 31, 2025.

The selling price less costs to sell is based on significant inputs not observable in the market, and therefore, represents a Level 3 measurement within the fair value hierarchy.

See Note 3—Transactions for additional information.

(15) Investments in Unconsolidated Affiliates

62 unchanged sentences

On December 19, 2024, the Colorado Court of Appeals affirmed the District Court’s May 3, 2023 judgment and associated damages award, and remanded the case to the District Court for purposes of calculating appellate attorneys’ fees and costs owed to the Company by Veolia.

On January 27, 2025, Veolia filed a notice of appeal of the District Court’s December 9th award of attorneys’ fees and costs.

The December 9, 2024 decision by the District Court and the December 19, 2024 decision by the Colorado Court of Appeals each remain subject to appeal.

On January 27, 2025, Veolia filed a notice of appeal of the District Court’s December 9, 2024 award of attorneys’ fees and costs, and on March 20, 2025, Veolia filed a petition for certiorari in the Colorado Supreme Court challenging the December 19, 2024 decision in the Court of Appeals.

On June 26, 2025, the Colorado Court of Appeals dismissed Veolia’s appeal of the December 9, 2024 award of attorneys’ fees and costs with prejudice, following a stipulated motion by Veolia requesting such dismissal.

On September 2, 2025, the Colorado Supreme Court granted in part and denied in part Veolia’s petition for certiorari with respect to the December 19, 2024 decision by the Colorado Court of Appeals.

Veolia and Antero Treatment have each submitted their principal merits briefs to the Colorado Supreme Court, and Veolia’s reply brief is due on March 5, 2026.

Oral argument has not yet been scheduled.

(17) Reportable Segments

3 unchanged sentences

These segments have been identified based on the differing products and services (including the expertise required for these operations), production processes and distribution methods.

The Company’s Chairman of the Board, Director, Chief Executive Officer and President was determined to be the Company’s chief operating decision maker (“CODM”).

The Company’s Chief Executive Officer and President was determined to be the Company’s chief operating decision maker (“CODM”).

The CODM evaluates the performance of the Company’s business segments based on operating income.

70 unchanged sentences

Impairment of property and equipment

Loss on long-lived assets

Total operating expenses

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(in thousands)

Unallocated (1)

Investments in unconsolidated affiliates

(1) Certain assets that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

Year Ended December 31, 2025

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures