What changed in this filing

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Item 9A. Controls and Procedures

2025-02-12 compared with 2024-02-14 · 231 added, 217 removed, 962 unchanged (32% of the section changed)

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

Indenture, dated as of November 10, 2020, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on November 10, 2020)

Form of 7.875% Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on November 10, 2020).

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended.

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K (Commission File No.

001-38075) filed on February 14, 2024).

Indenture, dated June 8, 2021, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.

30 unchanged sentences

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

Antero Midstream Corporation Long Term Incentive Plan, effective as of March 12, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K/A (Commission File No.

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

Letter to Phantom Unitholders under the Antero Midstream Partners LP Long-Term Incentive Plan Regarding the Phantom Unit Exchange (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (Commission File No.

001-38075) filed on May 1, 2019).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Antero Midstream Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission File No.

001-38075) filed on July 31, 2019).

Form of Phantom Unit Agreement under the Antero Midstream Partners LP Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to Antero Midstream Partners LP’s Registration Statement on Form S-8 (Commission File No.

333-200111) filed on November 12, 2014).

Form of Retention Award Grant Notice and Retention Award Agreement under the Antero Midstream Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No.

001-38075) filed on April 29, 2020).

Form of Retention Award Grant Notice and Retention Award Agreement under the Antero Midstream Corporation Long Term Incentive Plan (Employees) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No.

001-38075) filed on October 28, 2020).

Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement under the Antero Midstream Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No.

6 unchanged sentences

001-38075) filed on October 10, 2018).

Amended and Restated Antero Midstream Corporation Long Term Incentive Plan, dated June 5, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on June 6, 2024).

Third Amended and Restated Credit Agreement, dated July 30, 2024, among Antero Midstream Partners LP, as the Borrower, the Lenders party thereto and Wells Fargo Banks, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission File No.

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

Antero Midstream Corporation Insider Trading Policies.

Subsidiaries of Antero Midstream Corporation.

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Section 1350).

Antero Midstream Corporation Incentive Compensation Recovery Policy.

Antero Midstream Corporation Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (Commission File No.

001-38075) filed on February 14, 2024).

The following financial information from this Form 10-K of Antero Midstream Corporation for the year ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

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February 12, 2025

/s/ JEFFREY S.

February 12, 2025

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Accounts receivable–third party

Income tax receivable

Other current assets

Total current assets

Long-term assets:

Property and equipment, net

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Preferred stock, $ 0.01 par value:

100,000 authorized as of December 31, 2022 and 2023

100,000 authorized as of December 31, 2023 and December 31, 2024

Series A non-voting perpetual preferred stock;

12 designated and 10 issued and outstanding as of December 31, 2022 and 2023

12 designated and 10 issued and outstanding as of December 31, 2023 and December 31, 2024

Common stock, $ 0.01 par value;

2,000,000 authorized;

478,497 and 479,713 issued and outstanding as of December 31, 2022 and 2023, respectively

479,713 and 479,422 issued and outstanding as of December 31, 2023 and December 31, 2024, respectively

Additional paid-in capital

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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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Additions to water handling systems

Investments in unconsolidated affiliates

Additional investments in unconsolidated affiliate

Return of investment in unconsolidated affiliate

7 unchanged sentences

Dividends to preferred stockholders

Repurchases of common stock

Issuance of Senior Notes

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( 1,710,800 )

Employee tax withholding for settlement of equity compensation awards

Employee tax withholding for settlement of equity-based compensation awards

Net cash used in financing activities

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● corporate services, such as finance and accounting, legal, human resources, investor relations and public and regulatory policy;

● employee compensation, including equity-based compensation.

● employee compensation.

Transactions between the Company and Antero Resources have been identified in the consolidated financial statements (see Note 4—Transactions with Affiliates).

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Income from investees that are accounted for under the equity method is included in Equity in earnings of unconsolidated affiliates on the Company’s consolidated statements of operations and comprehensive income and cash flows.

When the Company records its proportionate share of net income, it increases equity income in the statements of operations and comprehensive income (loss) and the carrying value of that investment on the Company’s balance sheet.

When the Company records its proportionate share of net income, it increases equity income in the statements of operations and comprehensive income and the carrying value of that investment on the Company’s balance sheet.

When a distribution is received, it is recorded as a reduction to the carrying value of that investment on the balance sheet.

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The preparation of the consolidated financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect revenues, expenses, assets, liabilities and the disclosure of contingent liabilities.

Items subject to estimates and assumptions include the useful lives of property and equipment, evaluating impairments of long-lived assets, goodwill and intangible assets, as well as the valuation of accrued liabilities and deferred and current income taxes, among others.

Items subject to estimates and assumptions include the useful lives of property and equipment, evaluating impairments of long-lived and intangible assets, as well as the valuation of accrued liabilities and deferred and current income taxes, among others.

Although management believes these estimates are reasonable, actual results could differ from these estimates.

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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.

As of December 31, 2022, the book overdrafts included within accounts payable were $ 3 million.

As of December 31, 2023, there were no book overdrafts.

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.

See Note 6— Property and Equipment for further information on property and equipment impairments.

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

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”).

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 further information on asset acquisitions.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

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

Investments in Unconsolidated Affiliates

The Company uses the equity method of accounting to account for its investments in the Joint Venture and Stonewall.

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

The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of such companies.

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 and participation in policy-making decisions of the investee and material intercompany transactions.

See Note 14—Investments in Unconsolidated Affiliates.

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.

Income (loss) from investees that are accounted for under the equity method is included in equity in earnings (loss) of unconsolidated affiliates on the Company’s consolidated statements of operations and comprehensive income and cash flows.

When the Company records its proportionate share of net income (loss), it is recorded to equity in earnings (loss) of unconsolidated affiliates in the consolidated statements of operations and comprehensive income and the carrying value of that investment on its consolidated balance sheet.

Distributions received from equity method investees are recorded as reductions to the carrying value of the investment on the consolidated balance sheet.

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

Basis 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.

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

Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash provided by operating activities) or a return of investment (classified as cash provided by investing activities).

Intangible Assets

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Landfill retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a units-of-consumption basis as the disposal capacity is consumed.

During the year ended December 31, 2021, the Company commenced closure and reclamation operations on the landfill, and such closure and reclamation operations were substantially completed during the year ended December 31, 2023.

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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Water impoundments and wastewater pit retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a straight-line basis until reclamation.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

The Company (i) is under no legal obligations, neither contractually nor under the doctrine of promissory estoppel, to restore or dismantle its gathering pipelines, compressor stations, water delivery pipelines, flowback and produced water facilities and the Clearwater Facility upon abandonment or (ii) intends to operate and maintain its assets as long as supply and demand for natural gas exists, which the Company expects to continue into the foreseeable future.

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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

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

When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired first, to additional paid-in capital, and then to retained earnings.

The portion allocable to additional paid-in capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares outstanding, to the balance of additional paid-in capital as of retirement.

Revenue Recognition

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See Note 5—Revenue.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Equity-Based Compensation

The Company’s consolidated financial statements include equity-based compensation costs related to awards granted by its own plans, as in place before and after March 12, 2019, as well as costs allocated by Antero Resources for grants made prior to March 12, 2019.

Costs allocated from Antero Resources were offset to additional paid in capital on the consolidated balance sheet.

After the first quarter of 2023, the process of allocating equity-based compensation costs from Antero Resources to the Company ended.

See Note 4—Transactions with Affiliates for additional information regarding Antero Resources’ allocation of expenses to the Company.

For awards granted under its own plan, the Company recognizes compensation cost related to all equity-based awards in the financial statements based on the estimated grant date fair value.

The Company recognizes compensation cost related to all equity-based awards in the financial statements based on the estimated grant date fair value.

The Company’s equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to additional paid-in capital.

The Company is authorized to grant various types of equity-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, dividend equivalent awards and other types of awards.

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See Note 10—Equity-Based Compensation.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Fair Value Measures

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Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.

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.

See Note 13—Fair Value Measurement.

Recently Adopted or Issued Accounting Standards

In December 2019, the FASB issued ASU No.

2019-12, Simplifying the Accounting for Income Taxes .

This ASU removes certain exceptions to the general principles in ASC 740, Income Taxes (“ASC 740”) and also simplifies portions of ASC 740 by clarifying and amending existing guidance.

It is effective for interim and annual reporting periods after December 15, 2020.

The Company adopted this ASU on January 1, 2021, and it did not have a material impact on the Company’s consolidated financial statements.

Reportable Segments

In November 2023, the FASB issued ASU No.

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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.

Early adoption is permitted.

ASU 2023-07 is required to be applied retrospectively to all prior periods presented in the financial statements.

The Company is evaluating the impact that ASU 2023-07 will have on the consolidated financial statements and its plans for adoption, including the adoption date.

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.

In December 2023, the FASB issued ASU No.

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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 its plans for adoption, including the adoption date and transition method .

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.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No.

2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 is intended to improve the disclosure about certain operating expenses primarily through enhanced disclosure of cost of sales and selling, general and administrative expenses.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

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

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

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(3) Intangibles

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Customer relationships

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Future amortization expense as of December 31, 2024 is as follows (in thousands):

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These costs were for services provided by employees associated with the operation of the Company’s gathering lines, compressor stations and water handling assets.

For the years ended December 31, 2021, 2022 and 2023, general and administrative expenses charged to the Company by Antero Resources were $ 32 million, $ 30 million and $ 29 million, respectively.

For the years ended December 31, 2022, 2023 and 2024, general and administrative expense includes costs charged to the Company by Antero Resources of $ 30 million, $ 29 million and $ 32 million, respectively.

These costs relate to:

(i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation.

These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable.

The Company reimburses Antero Resources directly for all general and administrative costs charged to it, except costs attributable to noncash equity-based compensation.

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.

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The Company’s gathering and compression service agreements with Antero Resources include:

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

The 2019 gathering and compression agreement and Marcellus gathering and compression agreement have initial terms through 2038 and 2031, respectively, and the Utica compression agreement has two dedicated areas that expire in 2024 and 2030.

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

(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

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

compression agreement outside of West Virginia, Ohio and Pennsylvania on the same terms 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 either the Company or Antero Resources on or before the 180 th day prior to the anniversary of such effective date.

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

Antero Resources’ throughput gathered under gathering and compression agreements acquired with the Crestwood assets was not considered in the low pressure gathering volume targets.

For the years ended December 31, 2021, 2022 and 2023, Antero Resources earned fee rebates of $ 12 million, $ 48 million and $ 52 million, respectively.

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.

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 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.

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

8 unchanged sentences

The non-lease components consist of operating, oversight and maintenance of the gathering systems, which are performed on time-elapsed measures.

The 2019 gathering and compression agreement and the Marcellus gathering and compression agreement includes certain fixed fee provisions.

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.

In addition, 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.

All lease payments under the minimum volume commitments and cost of service fees are considered to be in-substance fixed lease payments under the gathering and compression agreements.

The Company recognizes lease income from its minimum volume commitments and cost of service fees under its gathering and compression agreements on a straight-line basis.

Additional variable operating lease income is earned when volumes in excess of the minimum commitments are delivered under the contract.

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.

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

All lease payments under the minimum volume commitments, cost of service fees and minimum gathering and compression fees are considered to be in-substance fixed lease payments (“minimum lease payments”) under the gathering and compression agreements.

As of December 31, 2024, the minimum lease payments for the 2019 gathering and compression agreement and Mountaineer gathering and compression agreement end in 2034 and 2026, respectively.

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

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

Additional variable operating lease income is earned when volumes in excess of the minimum commitments or fees are delivered under the contract.

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

Minimum volume commitments are aggregated such that there is a single minimum volume commitment for the respective service each year for each agreement.

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.

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 is not party to any leases that have not commenced.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Minimum future lease cash flows to be received by the Company under the gathering and compression agreements as of December 31, 2024 are as follows (in thousands):

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The initial term of the water services agreement runs to 2035.

Upon completion of the initial term in 2035, the water services agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by either the Company or Antero Resources on or before the 180 th day prior to the anniversary of such effective date.

Upon completion of the initial term in 2035, the water services agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by notice from either the Company or Antero Resources to the other party on or before the 180 th day prior to the anniversary of such agreement.

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

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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 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 .

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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

8 unchanged sentences

Accordingly, the Company’s water service contracts do not give rise to contract assets or liabilities.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Disaggregation of Revenue

In the following table, revenue is disaggregated by type of service and type of fee and is identified by the reportable segment to which such revenues relate.

See Note 16—Reportable Segments for additional information on reportable segments.

See Note 16—Reportable Segments for additional information.

Year Ended December 31,

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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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(6) Property and Equipment

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

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(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.

1 unchanged sentence

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.

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

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.

1 unchanged sentence

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.

(7) Income Taxes

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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.

5 unchanged sentences

Equity-based compensation

Charitable contributions

Change in valuation allowance

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Deferred income tax liability, net

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

In assessing the realizability of the deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will be realized based on a more-likely-than-not standard of judgment.

2 unchanged sentences

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, 2022 and 2023, the Company has recorded a valuation allowance of $ 3 million.

As such, as of December 31, 2023 and 2024, the Company has 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.

3 unchanged sentences

federal and state NOL carryforwards before the effect of income taxes of $ 438 million and $ 505 million, respectively, which have no expiration date.

During the year ended December 31, 2023, the audit of the Company’s 2019 tax year was closed by the IRS with no adjustments.

Tax years 2021 through 2024 remain open to examination by the IRS.

The Company and its subsidiaries file tax returns with various state taxing authorities and those returns remain open to examination for tax years 2020 through 2024.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(8) Long-Term Debt

2 unchanged sentences

Credit Facility (a)

7.875 % senior notes due 2026 (b)

5.75 % senior notes due 2027 (c)

3 unchanged sentences

Total principal

Unamortized debt premiums

Unamortized debt premium

Unamortized debt issuance costs

1 unchanged sentence

Credit Facility

Antero Midstream Partners, an indirect, wholly owned subsidiary of Antero Midstream Corporation, as borrower (the “Borrower”), has a Credit Facility with a consortium of banks.

On October 26, 2021, the Company entered into an amended and restated Credit Facility, which is secured by mortgages on substantially all of the Borrower’s and its subsidiaries’ properties.

Lender commitments under the Credit Facility were $ 1.25 billion as of December 31, 2022 and December 31, 2023.

The Credit Facility matures on October 26, 2026;

provided that if on November 17, 2025 any of the 2026 Notes (as defined below) are outstanding, the Credit Facility will mature on such date.

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 Credit Facility contains certain covenants including restrictions on indebtedness, and requirements with respect to leverage and interest coverage ratios.

The Credit Facility permits distributions to the holders of the Borrower’s equity interests in accordance with the cash distribution policy, 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 Borrower was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2022 and 2023.

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:

indebtedness;

fundamental changes, such as mergers, consolidations, liquidations and dissolutions;

the disposition of assets;

transactions with affiliates that are not on arms’-length terms;

prepayments and amendments of certain indebtedness;

and swap and hedge transactions.

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

The 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;

● 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;

● 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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

The Credit Facility in effect prior to October 26, 2021 provided for borrowing under either the Base Rate or the Eurodollar Rate (as each term is defined in the Credit Facility), and the Credit Facility in effect on and after October 26, 2021 provides for borrowing under either Adjusted Term SOFR or the Base Rate (as each term is defined in the Credit Facility).

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).

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.

Interest was payable at a variable rate based on LIBOR or the base rate, determined by election at the time of borrowing, plus an applicable margin rate under the Credit Facility agreement in effect prior to October 26, 2021.

Interest is payable at a variable rate based on SOFR or the base rate, determined by election at the time of borrowing, plus an applicable margin rate under the Credit Facility in effect on and after October 26, 2021.

Interest at the time of borrowing is determined with reference to the Borrower’s then-current leverage ratio subject to certain exceptions.

Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from 0.25 % to 0.375 % subject to certain exceptions based on the leverage ratio then in effect.

As of December 31, 2022, the Borrower had outstanding borrowings under the Credit Facility of $ 782 million with a weighted average interest rate of 6.17 % .

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

No letters of credit under the Credit Facility were outstanding as of December 31, 2022 and 2023.

5.375 % Senior Notes Due 2024

On September 13, 2016, Antero Midstream Partners and its wholly owned subsidiary Finance Corp (the “Issuers”), issued $ 650 million in aggregate principal amount of 5.375 % senior notes due September 15, 2024 (the “2024 Notes”) at par.

The 2024 Notes were recorded at their fair value of $ 652.6 million as of March 12, 2019, and the related premium of $ 2.6 million was amortized into interest expense over the life of the 2024 Notes.

The Issuers redeemed all $ 650 million of the 2024 Notes at 102.688 % of par on June 8, 2021, and recognized a loss of $ 21 million on the early extinguishment of debt during the year ended December 31, 2021, which included the write-off of all unamortized debt premium and issuance costs.

Interest on the 2024 Notes was payable on March 15 and September 15 of each year.

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.

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 (the “2026 Notes”) at par.

The 2026 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

The 2026 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 2026 Notes is payable on May 15 and November 15 of each year.

Antero Midstream Partners may redeem all or part of the 2026 Notes at any time at redemption prices ranging from 103.938 % currently to 100.00 % on or after May 15, 2025.

If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2026 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2026 Notes at a price equal to 101 % of the principal amount of the 2026 Notes, plus accrued and unpaid interest.

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

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

During the year ended December 31, 2024, the Issuers repurchased or otherwise fully redeemed $ 550 million aggregate principal amount of its 2026 Notes at a weighted average premium of 101.975 % of the principal amount thereof, plus accrued and unpaid interest, and recognized a loss on early debt extinguishment of $ 14 million, which included the write-off of all unamortized debt issuance costs.

The 2026 Notes were fully retired as of May 16, 2024.

5.75 % Senior Notes Due 2027

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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 101.917 % currently to 100.00 % on or after March 1, 2025.

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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(e) 5.75 % Senior Notes Due 2028

(d) 5.75 % Senior Notes Due 2028

On June 28, 2019, the Issuers issued $ 650 million in aggregate principal amount of 5.75 % senior notes due January 15, 2028 (the “2028 Notes”) at par.

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Interest on the 2028 Notes is payable on January 15 and July 15 of each year.

Antero Midstream Partners may redeem all or part of the 2028 Notes at any time at redemption prices ranging from 102.875 % currently to 100.00 % on or after January 15, 2026.

Antero Midstream Partners may redeem all or part of the 2028 Notes at any time at redemption prices ranging from 101.917 % as of December 31, 2024 to 100.00 % on or after January 15, 2026.

If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2028 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2028 Notes at a price equal to 101 % of the principal amount of the 2028 Notes, plus accrued and unpaid interest.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

5.375 % Senior Notes Due 2029

3 unchanged sentences

Interest on the 2029 Notes is payable on June 15 and December 15 of each year.

Antero Midstream Partners may redeem all or part of the 2029 Notes at any time on or after June 15, 2024 at redemption prices ranging from 102.688 % on or after June 15, 2024 to 100.00 % on or after June 15, 2026.

In addition, prior to June 15, 2024, Antero Midstream Partners may redeem up to 35 % of the aggregate principal amount of the 2029 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 105.375 % of the principal amount of the 2029 Notes, plus accrued and unpaid interest.

At any time prior to June 15, 2024, Antero Midstream Partners may also redeem the 2029 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2029 Notes plus a “make-whole” premium and accrued and unpaid interest.

Antero Midstream Partners may redeem all or part of the 2029 Notes at any time at redemption prices ranging from 102.688 % as of December 31, 2024 to 100.00 % on or after June 15, 2026.

If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2029 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2029 Notes at a price equal to 101 % of the principal amount of the 2029 Notes, plus accrued and unpaid interest.

Senior Notes Guarantors

The Company and each of the Company’s wholly owned subsidiaries (except for the Issuers) has fully and unconditionally guaranteed the 2026 Notes, 2027 Notes, 2028 Notes and 2029 Notes (collectively the “Senior Notes”).

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

In addition, a guarantor will be released from its obligations under the applicable indenture and its guarantee, upon the release or discharge of the guarantee of other indebtedness under a credit facility that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee;

if the Issuers designate such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indenture governing the applicable Senior Notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the applicable Senior Notes.

During the years ended December 31, 2021, 2022 and 2023, 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)

Subsequent Event

Issuance of 2032 Notes

6.625 % Senior Notes Due 2032

On January 16, 2024, the Issuers issued $ 600 million in aggregate principal amount of 6.625 % senior notes due February 1, 2032 at par.

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The 2032 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries.

The net proceeds from the 2032 Notes were used to repay outstanding borrowings on the Prior Credit Facility.

Interest on the 2032 Notes is payable on February 1 and August 1 of each year.

3 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.

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”).

In addition, a guarantor will be released from its obligations under the applicable indenture and its guarantee (i) upon the release or discharge of the guarantee of other indebtedness under a credit facility that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee, (ii) if the Issuers designate such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indenture governing the applicable Senior Notes or (iii) in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the applicable Senior Notes.

During the years ended December 31, 2022, 2023 and 2024, 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)

(9) Accrued Liabilities

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(a) Summary of Equity-Based Compensation

The Company’s equity-based compensation includes (i) costs allocated to Antero Midstream by Antero Resources for grants made prior to March 12, 2019 pursuant to the Antero Resources Corporation Long-Term Incentive Plan (the “AR LTIP”) and (ii) costs related to the Antero Midstream Corporation Long-Term Incentive Plan (the “AM LTIP”).

Antero Midstream’s equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to additional paid in capital.

Equity-based compensation expense allocated to Antero Midstream from Antero Resources was $ 2.1 million, $ 0.4 million and less than $ 0.1 million for the years ended December 31, 2021, 2022 and 2023, respectively, which includes expense related to the Converted AM RSU Awards (as defined below).

All grants made prior to March 12, 2019 were fully amortized and vested during 2023.

Therefore, there will be no further allocation of equity-based compensation expense from Antero Resources to the Company.

The Company does not reimburse Antero Resources for noncash equity compensation allocated to it for awards issued under the AR LTIP.

Effective March 12, 2019, the Board of Directors of Antero Midstream Corporation (the “Board”) adopted the AM LTIP under which awards may be granted to employees, directors, and other service providers of the Company and its affiliates.

The Company is authorized to grant up to 15,398,901 shares of AM common stock under the AM LTIP.

The AM LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents, other stock-

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

based awards, cash awards and substitute awards.

Effective March 12, 2019, the Board of Directors of Antero Midstream Corporation (the “Board”) adopted the Antero Midstream Corporation Long Term Incentive Plan under which awards may be granted to employees, directors, and other service providers of the Company and its affiliates.

On June 5, 2024, that Company’s stockholders approved the AM LTIP.

This amendment increased the number of shares of the Company’s common stock reserved for awards from 15,398,901 shares to 28,735,901 shares, and extended the term of the plan from March 12, 2029 to June 5, 2034.

The AM LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents, other stock-based awards, cash awards and substitute awards.

The terms and conditions of the awards granted are established by the compensation committee of the Board.

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Total expense

(1) Amounts include equity-based compensation expense allocated to the Company by Antero Resources.

The total fair value of the Company’s vested equity awards for the years ended December 31, 2022, 2023 and 2024 were $ 18 million, $ 22 million and $ 37 million, respectively.

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Expense related to each RSU award is recognized on a straight-line basis over the requisite service period of the entire award.

Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.

The grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant.

The weighted average grant date fair value per share for RSUs granted during the years ended December 31, 2022, 2023 and 2024 were $ 11.28 , $ 10.59 and $ 13.45 , respectively.

The Company’s RSU awards included the unvested outstanding phantom units granted under the Antero Midstream Partners Long Term Incentive Plan which were assumed by the Company on March 12, 2019, and converted into 1.8926 RSUs under the AM LTIP representing a right to receive shares of the Company’s common stock for each converted phantom unit (all such RSUs, the “Converted AM RSU Awards”).

The Converted AM RSU Awards were accounted for as if they were distributed by Antero Midstream Partners to Antero Resources.

Therefore, the expense related to the Converted AM RSU Awards was subject to allocation by Antero Resources.

All remaining Converted AM RSU Awards vested during the year ended December 31, 2023.

A summary of the RSU awards activity, which included the Converted AM RSU Awards, is as follows:

A summary of the RSU awards activity is as follows:

Weighted Average

Total AM LTIP RSUs awarded and unvested—December 31, 2022

Total awarded and unvested—December 31, 2023

( 2,641,854 )

Total AM LTIP RSUs awarded and unvested—December 31, 2023

As of December 31, 2023, unamortized equity-based compensation expense of $ 41 million related to the unvested RSUs is expected to be recognized over a weighted average period of 1.8 years.

Total awarded and unvested—December 31, 2024

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 grant date fair value of these awards was based on the closing price of the Company’s common stock on the date of the grant, assuming target achievement of the performance condition.

Expense related to the 2019 ROIC PSUs was recognized based on the number of shares of the Company’s common stock that are expected to be issued at the end of the measurement period.

During the year ended December 31, 2022, the performance condition for the 2019 ROIC PSU’s was met at 200 % of target and 137,712 target 2019 ROIC PSU’s converted into 275,424 shares of the Company’s common stock.

As of December 31, 2022, there were no 2019 ROIC PSU’s outstanding.

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”).

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 grant date fair value of these awards was based on the closing price of the Company’s common stock on the date of the grant, assuming target achievement of the performance condition.

Expense related to the 2022 ROIC PSUs is recognized based on the number of shares of the Company’s common stock that are expected to be issued at the end of the measurement period, and such expense is reversed if the likelihood of achieving the performance condition decreases.

The likelihood of achieving the performance conditions related to 2022 ROIC PSU awards was probable as of December 31, 2023.

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.

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.

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

The number of shares of the Company’s common stock that can be earned with respect to the 2024 ROIC PSUs ranges from zero to 200 % of the target number of 2024 ROIC PSUs originally granted.

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

Summary Information for Performance Share Unit Awards

PSU awards vest subject to the satisfaction of certain performance and service requirements.

Expense related to each PSU award is recognized on a straight-line basis over the performance period of the entire award.

The grant date fair value of these awards was based on the closing price of the Company’s common stock on the date of the grant, assuming target achievement of the performance condition.

Expense related to the 2023 ROIC PSUs is recognized based on the number of shares of the Company’s common stock that are expected to be issued at the end of the measurement period, and such expense is reversed if the likelihood of achieving the performance condition decreases.

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

Expense related to PSU awards is recognized based on the number of shares of the Company’s common stock that are expected to be issued at the end of the measurement period, and such expense is reversed if the likelihood of achieving the performance condition decreases.

The grant date fair value per share for PSUs granted during the years ended December 31, 2022, 2023 and 2024 were $ 11.05 , $ 10.58 and $ 13.44 , respectively.

There were no PSUs granted during the year ended December 31, 2021.

A summary of the PSU awards activity is as follows:

Weighted Average

Total AM LTIP PSUs awarded and unvested—December 31, 2022

Total AM LTIP PSUs awarded and unvested—December 31, 2023

Total awarded and unvested—December 31, 2023

Total awarded and unvested—December 31, 2024

As of December 31, 2024, unamortized equity-based compensation expense of $ 12 million related to the unvested PSUs is expected to be recognized over a weighted average period of 1.6 years.

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Dividend Date

February 3, 2021

January 26, 2022

February 9, 2022

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The Company pays dividends (i) out of surplus or (ii) if there is no surplus, out of the net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, as provided under Delaware law.

The Board also declared a cash dividend of $ 137,500 on the shares of Series A Preferred Stock of Antero Midstream that was paid on February 14, 2024 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 12—Equity and Net Income Per Common Share.

The Board also declared a cash dividend of $ 137,500 on the shares of Series A Preferred Stock of Antero Midstream that will be paid on February 14, 2025 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 12—Equity and Net Income Per Common Share.

As of December 31, 2024, there were dividends in the amount of $ 68,750 accumulated in arrears on the Company’s Series A Preferred Stock.

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provided that if any shares of the Series A Preferred Stock are held by The Antero Foundation at the time of such redemption, the price for redemption of each share of Series A Preferred Stock will be the greater of (i) $ 1,000 per share, plus any accrued but unpaid dividends, and (ii) the fair market value of the Series A Preferred Stock.

On or after March 12, 2029, the holder of each share of Series A Preferred Stock (other than The Antero Foundation) may convert such shares, at any time and from time to time, at the option of the holder into a number of shares of AM common stock equal to the conversion ratio in effect on the applicable conversion date, subject to certain limitations.

The Series A Preferred Stock ranks senior to the AM common stock as to dividend rights, as well as with respect to rights upon liquidation, winding-up or dissolution of the Company.

On or after March 12, 2029, the holder of each share of Series A Preferred Stock (other than The Antero Foundation) may convert such shares, at any time and from time to time, at the option of the holder into a number of shares of the Company’s common stock equal to the conversion ratio in effect on the applicable conversion date, subject to certain limitations.

The Series A Preferred Stock ranks senior to the Company’s common stock as to dividend rights, as well as with respect to rights upon liquidation, winding-up or dissolution of the Company.

Holders of the Series A Preferred Stock do not have any voting rights in the Company, except as required by law, or any preemptive rights.

8 unchanged sentences

Diluted weighted average number of common shares outstanding

Weighted average number of outstanding equity awards excluded from calculation of net income per common share—diluted (1):

The potential dilutive effects of these awards were excluded from the computation of net income per common share-diluted because the inclusion of these awards would have been anti-dilutive.

There were no anti-dilutive securities outstanding during the years ended December 31, 2022, 2023 and 2024.

Net income per common share—basic for each period is computed by dividing the net income or loss attributable to the Company by the basic weighted average number of common shares outstanding during the period.

Net income per common share—diluted for each period is computed after giving consideration to the potential dilution from outstanding equity awards, calculated using the treasury stock method.

During periods in which the Company incurs a net loss, diluted weighted average common shares outstanding are equal to basic weighted average common shares outstanding because the effect of all equity awards is anti-dilutive.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Net income per common share—diluted for each period is computed after giving consideration to the potential dilution from outstanding equity-based awards, calculated using the treasury stock method.

Year Ended December 31,

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Weighted average common shares outstanding–diluted

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(13) Fair Value Measurement

(a) Senior Unsecured Notes

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

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

December 31, 2023

6 unchanged sentences

(1) Fair values are based on Level 2 market data inputs.

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

(b) Other Assets and Liabilities

The carrying values of accounts receivable and accounts payable as of December 31, 2022 and 2023 approximated fair value because of their short-term nature.

The carrying value of the amounts under the Credit Facility as of December 31, 2022 and 2023 approximated fair value because the variable interest rates are reflective of current market conditions.

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

(14) Investments in Unconsolidated Affiliates

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The Company also has a 15 % equity interest in a gathering system of Stonewall, which operates a 67 -mile pipeline on which Antero Resources is an anchor shipper.

The Company’s net income includes its proportionate share of the net income of the Joint Venture and Stonewall.

When the Company records its proportionate share of net income, it increases equity income in the consolidated statements of operations and comprehensive income and the carrying value of that investment on its balance sheet.

When distributions on the Company’s proportionate share of net income are received, they are recorded as reductions to the carrying value of the investment on the balance sheet and are classified as cash inflows from operating activities in accordance with the nature of the distribution approach under FASB ASC Topic 230, Statement of Cash Flows .

The Company uses the equity method of accounting to account for its investments in the Joint Venture and Stonewall because it exercises significant influence, but not control, over the entities.

The Company’s judgment regarding the level of influence over its equity investments includes considering key factors such as its ownership interest, representation on the applicable Board of Directors and participation in policy-making decisions of the Joint Venture and Stonewall.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

The following table is a reconciliation of the Company’s investments in these unconsolidated affiliates:

4 unchanged sentences

Balance as of December 31, 2022

Additional investments

Equity in earnings of unconsolidated affiliates (1)

Distributions from unconsolidated affiliates

Return of investment in unconsolidated affiliate

Balance as of December 31, 2023

3 unchanged sentences

Balance as of December 31, 2024

As adjusted for the amortization of the difference between the cost of the equity investments in Stonewall and the Joint Venture and the amount of the underlying equity in the net assets of Stonewall and the Joint Venture as of March 12, 2019.

As adjusted for the amortization of the difference between the cost of the equity investments in the Joint Venture and Stonewall and the amount of the underlying equity in the net assets of the Joint Venture and Stonewall as of March 12, 2019.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(b) Summarized Financial Information of Unconsolidated Affiliates

16 unchanged sentences

Net income attributable to unconsolidated affiliates

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(15) Contingencies

11 unchanged sentences

Also at trial, Veolia sought monetary damages of $ 118 million, including alleged delay and extra-contractual costs and a contract balance relating to an allegation that Antero Defendants improperly terminated the DBA.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

On January 3, 2023, the Court found that Antero Treatment had prevailed on its claims for breach of contract and fraud, and awarded $ 242 million in damages to Antero Treatment, plus pre- and post-judgment interest and reasonable costs and attorneys’ fees.

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On April 10, 2023, the Court issued an order identifying an error in its previously entered judgment, and on May 3, 2023, the Court entered an amended final judgment in favor of Antero Treatment in the amount of $ 280 million in damages, which includes pre-judgment interest through April 30, 2023.

Antero Treatment was also awarded costs and attorneys’ fees, the amount of which will be determined in separate proceedings.

On May 26, 2023, Veolia filed a notice of appeal of the final judgment.

On June 9, 2023, Antero Treatment filed a notice of cross-appeal.

On May 26, 2023, Veolia filed a notice of appeal of the final judgment, and on June 9, 2023, Antero Treatment filed a notice of cross-appeal.

Oral argument at the Colorado Court of Appeals occurred on October 15, 2024.

On December 9, 2024, the District Court awarded Antero Treatment approximately $ 19 million in attorneys’ fees and costs.

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

On January 27, 2025, Veolia filed a notice of appeal of the District Court’s December 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.

(16) Reportable Segments

2 unchanged sentences

These segments are monitored separately by management for performance and are consistent with internal financial reporting.

These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations.

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

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

The CODM considered the Company’s actual operating income as compared to the operating income for (i) the relevant prior period actual results, (ii) budget and (iii) guidance on a monthly basis for purposes of evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

Interest expense is primarily managed and evaluated on a consolidated basis.

Accounting policies for each segment are the same as the Company’s accounting policies described in Note 2—Summary of Significant Accounting Policies to the consolidated financial statements.

(a) Summary of Reportable Segments

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Direct operating

General and administrative

General and administrative (excluding equity-based compensation)

Equity-based compensation

Facility idling

Impairment of property and equipment

Accretion of asset retirement obligations

Loss on asset sale

Total operating expenses

3 unchanged sentences

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

Amounts include charges for accretion of asset retirement obligations, loss on settlement of asset retirement obligations and loss (gain) on sale of assets, as applicable, which represent segment operating expenses that are not considered significant .

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Year Ended December 31, 2023

8 unchanged sentences

Direct operating

General and administrative

General and administrative (excluding equity-based compensation)

Equity-based compensation

Facility idling

Impairment of property and equipment

Accretion of asset retirement obligations

Loss on settlement of asset retirement obligations

Gain on asset sale

Total operating expenses

3 unchanged sentences

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

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Year Ended December 31, 2024

8 unchanged sentences

Direct operating

General and administrative

General and administrative (excluding equity-based compensation)

Equity-based compensation

Facility idling

Impairment of property and equipment

Accretion of asset retirement obligations

Loss on settlement of asset retirement obligations

Loss (gain) on asset sale

Total operating expenses

3 unchanged sentences

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

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

The summarized total assets of the Company’s reportable segments are as follows:

Year Ended December 31, 2023

Gathering and

(in thousands)

Gathering and Processing

Water Handling

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, 2024

Gathering and

(in thousands)

Unallocated (1)

Investments in unconsolidated affiliates

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

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