Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to the management of the Company, including our Company’s principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s management has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report (the “Evaluation Date”). Based on such evaluation, the Chief Executive Officer and Chief Financial Officer of the Company have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. An evaluation of the effectiveness of our internal control over financial reporting was conducted as of December 31, 2025, based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
Our independent registered public accounting firm has issued an audit report on our internal control over financial reporting and has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025, included below this report.
/s/ J. HEATH DENEKE
J. Heath Deneke
President and Chief Executive Officer, Summit Midstream Corporation
/s/ WILLIAM J. MAULT
William J. Mault
Executive Vice President and Chief Financial Officer, Summit
Midstream Corporation
126
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Summit Midstream Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Summit Midstream Corporation and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 16, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Houston, Texas
March 16, 2026
127
Item 9B. Other Information.
(A) Disclosure in lieu of reporting on a Current Report on Form 8-K .
On March 16, 2026 (the “Closing Date”), Summit Permian Transmission, an unrestricted subsidiary of SMLP that directly owns SMLP’s 70% interest in Double E, entered into a Credit Agreement with EPIC Administration, LLC (as administrative agent), the lenders party thereto from time to time and Nuveen Alternative Advisors, LLC (as sole lead arranger) (the “New Permian Transmission Credit Agreement”).
The New Permian Transmission Credit Agreement provides Summit Permian Transmission with an up to $440.0 million senior secured term loan facility consisting of $340.0 million in initial term loan commitments, $50.0 million in delayed draw term loan commitments and a $50 million uncommitted incremental term loan facility. The New Permian Transmission Facility will be used to: repay in full the Permian Transmission Credit Facilities, redeem in full the outstanding Subsidiary Series A Preferred Units, make a distribution to the Company, fund the debt service reserve account under the New Permian Transmission Facility, pay fees and expenses in connection with the New Permian Transmission Credit Agreement and related transactions, and fund general corporate purposes. The New Permian Transmission Facility bears interest at SOFR plus 4.00% per annum payable quarterly and matures on the fifth anniversary of the Closing Date. The term loans will amortize quarterly beginning in March 2027 in an amount equal to 0.25% of the principal amount of term loans outstanding on each quarterly payment date.
The delayed draw term loan commitments are available to be drawn on an as-needed basis for a period of 30 months following the Closing Date, so long as there are no defaults, events of default, certain customary representations and warranties are true and correct in all material respects and certification is provided that Summit Permian Transmission satisfies the financial covenants under the New Permian Transmission Credit Agreement on a pro forma basis taking into account such delayed draw. The delayed draw commitments are subject to a commitment fee equal to 1.00% per annum calculated on any unused and available delayed draw commitments.
The New Permian Transmission Credit Agreement includes customary representations and warranties, affirmative covenants, negative covenants, and events of default with customary cure periods, knowledge qualifiers and materiality qualifiers. The New Permian Transmission Credit Agreement also includes financial covenants based on certain maximum total debt to EBITDA ratios and certain minimum debt service coverage ratios, in each case as defined in the New Permian Transmission Credit Agreement. Events of default include non-payment of principal and interest, non-compliance with affirmative and negative covenants, inaccuracy of representations and warranties, cross payment default and cross acceleration, change of control, termination of material contracts, revocation of material permits and other customary events of default. Summit Permian Transmission is required to take all actions within its control to comply with any such covenants that apply to Double E. Secured interests in the equity and assets of Summit Permian Transmission, including its 70% direct membership interest in Double E, have been granted under the New Permian Transmission Credit Agreement.
Summit Permian Transmission will also be required to maintain a 3-month debt service reserve, which can be supported by letters of credit. In addition, the New Permian Transmission Credit Agreement allows for restricted payments so long as there are no defaults or events of default and Summit Permian Transmission maintains a total debt to EBITDA ratio of at least 6.00:1.00.
In connection with entering into the New Permian Transmission Credit Agreement, Summit Permian Transmission entered into a $7.0 million letter of credit arrangement.
The foregoing description of the New Permian Transmission Credit Agreement is a summary and is qualified in its entirety by reference to the full text of the New Permian Transmission Credit Agreement, a copy of which is filed as Exhibit 10.15 to this Annual Report on Form 10-K and which is incorporated herein by reference.
(B) Insider trading arrangements and policies.
During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
128
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
129
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
This information is incorporated by reference to the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of December 31, 2025.
Item 11. Executive Compensation.
This information is incorporated by reference to the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
This information is incorporated by reference to the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
This information is incorporated by reference to the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of December 31, 2025.
Item 14. Principal Accounting Fees and Services.
This information is incorporated by reference to the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of December 31, 2025.
130
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements
Our Consolidated Financial Statements and accompanying footnotes are included in Part II, Item 8, of this report.
(2) Financial Statement Schedules
All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements or the notes thereto.
(3) Exhibit Index
The exhibits listed on the accompanying Exhibit Index are filed as part of, or incorporated by reference into, this Annual Report.
Exhibit
number Description
2.1 † Membership Interest Purchase and Sale Agreement between Summit Midstream Holdings, LLC, Outrigger Energy II LLC and Outrigger DJ Midstream LLC, dated October 14, 2022 (Incorporated herein by reference to Exhibit 2.4 to SMLP’s Annual Report on Form 10-K filed March 1, 2023 (Commission File No. 001-35666)).
2.2 † Purchase and Sale Agreement between Summit Midstream Holdings, LLC and Sterling Investment Holdings, dated October 14, 2022 (Incorporated herein by reference to Exhibit 2.5 to SMLP’s Annual Report on Form 10-K filed March 1, 2023 (Commission File No. 001-35666)).
2.3 † Purchase and Sale Agreement, dated as of March 22, 2024, by and among Summit Midstream Opco, LP, as Seller, MPLX LP, as Buyer, and, solely for purposes of Section 12.18 thereto, Summit Midstream Partners, LP, as Seller Parent (Incorporated herein by reference to Exhibit 2.1 to SMLP’s Current Report on Form 8-K filed March 22, 2024 (Commission File No. 001-35666)).
2.4 † Purchase and Sale Agreement, dated May 1, 2024, by and among Mountaineer Midstream Company, LLC, as Seller, and Antero Midstream LLC, as Buyer, and for the limited purposes expressly set forth thereto, Summit Midstream Partners, LP (Incorporated herein by reference to Exhibit 10.1 to SMLP’s Quarterly Report on Form 10-Q filed May 5, 2024 (Commission File No. 001-35666)).
2.5 Agreement and Plan of Merger, dated as of May 31, 2024, by and among Summit Midstream Corporation, Summit SMC NewCo, LLC, Summit Midstream Partners, LP and Summit Midstream GP, LLC (Included as Annex A to the proxy statement/prospectus that forms a part of the registration statement on Form S-4 filed with the SEC on June 3, 2024 (File No. 333-279903)).
2.6 † Business Contribution Agreement, by and among Summit Midstream Corporation, Summit Midstream Partners, LP and Tall Oak Midstream Holdings, LLC, dated as of October 1, 2024 (Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed October 2, 2024 (Commission File No. 001-42201)).
3.1 Amended and Restated Certificate of Incorporation of Summit Midstream Corporation (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-42201)).
3.2 Amended and Restated Bylaws of Summit Midstream Corporation (Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-42201)).
3.3 Certificate of Designation of Series A Floating Rate Cumulative Redeemable Perpetual Preferred Stock of Summit Midstream Corporation (Incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-42201)).
3.4 Certificate of Designation of Class B common stock, par value $0.01 per share, of Summit Midstream Corporation (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 3, 2024 (Commission File No. 001-42201)).
4.1 *** Description of Capital Stock (Incorporated herein by reference to Exhibit 4.1 to SMC's Annual Report on Form 10-K filed March 11, 2025 (Commission File No. 001-42201)).
131
4.2 Indenture, dated July 26, 2024, among Summit Midstream Holdings, LLC, as issuer, the guarantors party thereto and Regions Bank, as trustee and as collateral agent, pursuant to which the Notes were issued (Incorporated herein by reference to Exhibit 4.1 to SMLP’s Current Report on Form 8-K filed July 29, 2024 (Commission File No. 001-35666)).
4.3 Supplemental Indenture, dated August 1, 2024, among Summit Midstream Holdings, LLC, Summit Midstream Corporation, Summit Midstream Partners, LP and Regions Bank, as trustee and collateral agent (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-42201)).
4.4 Second Supplemental Indenture, dated December 4, 2024, among Summit Midstream Holdings, LLC, Tall Oak Midstream Operating, LLC, Tall Oak Woodford, LLC, VM ARKOMA Stack, LLC, BCZ Land Holdings, LLC and Regions Bank, as trustee and collateral agent (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 6, 2024 (Commission File No. 001-42201)).
4.5 ***
Third Supplemental Indenture, dated May 9, 2025, among Summit Midstream Holdings, LLC, Moonrise Midstream, LLC, Mountaineer Midstream Company, LLC, Centennial Water Pipelines, LLC, Summit Midstream Finance Corp. and Regions Bank, as trustee and collateral agent.
4.6 8.625% Senior Secured Second Lien Note due 2029 (Included as Exhibit A in Exhibit 4.1 to SMLP’s Current Report on Form 8-K filed July 29, 2024 (Commission File No. 001-35666) and incorporated herein by reference to Exhibit 4.2 to SMLP’s Current Report on Form 8-K filed July 29, 2024 (Commission File No. 001-35666)).
10.1 Sixth Amended and Restated Agreement of Limited Partnership of Summit Midstream Partners, LP, by and among Summit Midstream Corporation, Summit Midstream GP, LLC, and Tall Oak Midstream Holdings, LLC, dated as of December 2, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 3, 2024 (Commission File No. 001-42201)).
10.2 Investor and Registration Rights Agreement, by and between Summit Midstream Corporation and Tall Oak Midstream Holdings, LLC, dated as of December 2, 2024 (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 3, 2024 (Commission File No. 001-42201)).
10.3 †
Amended and Restated Loan and Security Agreement, dated as of July 26, 2024, among Summit Midstream Holdings, as borrower, Summit Midstream Partners, LP and certain subsidiaries from time to time party thereto, as guarantors, Bank of America, N.A., as agent, Bank of America, N.A., Royal Bank of Canada, Regions Capital Markets, TD Securities (USA) LLC, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and Truist Bank, as joint lead arrangers and joint bookrunners (Incorporated herein by reference to Exhibit 10.1 to SMLP’s Current Report on Form 8-K filed July 29, 2024 (Commission File No. 001-35666)).
10.4 First Amendment to Amended and Restated Loan and Security Agreement, dated November 29, 2024, among Summit Midstream Corporation, Summit Midstream Partners, LP, Summit Midstream Holdings, LLC, the lenders party thereto and Bank of America, N.A., as agent for such lenders (Incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 3, 2024 (Commission File No. 001-42201)).
10.5 † Collateral Agreement (Second Lien), dated as of July 26, 2024, among Summit Midstream Holdings, LLC, Summit Midstream Partners, LP, certain subsidiaries from time to time party thereto as pledgors or grantors and Regions Bank, as collateral agent for the secured parties. (Incorporated herein by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed March 11, 2025 (Commission No. 001-35666)).
10.6 †
Intercreditor Agreement, dated as of November 2, 2021, by and among Bank of America, N.A., as first lien representative and collateral agent for the initial first lien claimholders, Regions Bank, as second lien representative for the initial second lien claimholders and as collateral agent for the initial second lien claimholders, acknowledged and agreed to by Summit Midstream Holdings, LLC and the other grantors referred to therein (Incorporated herein by reference to Exhibit 10.6 to SMLP’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021 dated November 4, 2021 (Commission File No. 333-183466)).
10.7 †
Notice and Reaffirmation of Intercreditor Agreement, dated as of July 26, 2024, among Bank of America, N.A., as first lien representative and collateral agent for the initial first lien claimholders, and Regions Bank, as initial second lien representative for the initial second lien claimholders and collateral agent for the initial second lien claimholders, acknowledged and agreed to by the grantors referred to therein (Incorporated herein by reference to Exhibit 10.2 to SMLP’s Current Report on Form 8-K filed July 29, 2024 (Commission File No. 001-35666)).
132
10.8 Amended and Restated Limited Liability Company Agreement of Summit Permian Transmission Holdco, LLC, dated as of December 24, 2019 (Incorporated by reference to Exhibit 10.12 to SMLP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission File No. 001-35666)).
10.9 †
Credit Agreement, dated as of March 8, 2021, among Summit Permian Transmission, LLC, as borrower, MUFG Bank Ltd., as administrative agent, Mizuho Bank (USA), as collateral agent, ING Capital LLC, Mizuho Bank, Ltd. and MUFG Union Bank, N.A., as L/C issuers, coordinating lead arrangers and joint bookrunners, and the lenders from time to time party thereto (Incorporated herein by reference to Exhibit 10.1 to SMLP’s Quarterly Report on Form 10-Q dated May 7, 2021 (Commission File No. 333-183466)).
10.10 †
Omnibus Amendment, dated June 27, 2023, by and among Summit Permian Transmission, LLC, MUFG Bank, Ltd., Mizuho Bank (USA), Mizuho Bank, Ltd. and the lenders party thereto (Incorporated herein by Incorporated herein by reference to Exhibit 10.3 to SMLP’s Quarterly Report on Form 10-Q filed August 9, 2023 (Commission File No. 001-35666)).
10.11 Joint Factual Statement (Incorporated herein by reference to Exhibit 10.1 to SMLP’s Quarterly Report on Form 10-Q for the three months ended June 30, 2021 dated August 9, 2021 (Commission File No. 333-183466)).
10.12 Criminal Plea Agreement (Incorporated herein by reference to Exhibit 10.2 to SMLP’s Quarterly Report on Form 10-Q for the three months ended June 30, 2021 dated August 9, 2021 (Commission File No. 333-183466)).
10.13 Consent Decree (Incorporated herein by reference to Exhibit 10.3 to SMLP’s Quarterly Report on Form 10-Q for the three months ended June 30, 2021 dated August 9, 2021 (Commission File No. 333-183466)).
10.14 Operation and Management Services Agreement, dated May 28, 2020, by and among Summit Midstream Partners, LP and Summit Operating Services Company, LLC (Incorporated herein by reference to Exhibit 10.8 to SMLP’s Current Report on Form 8-K dated June 2, 2020 (Commission File No. 001-35666)).
10.15 †
***
Credit Agreement, dated as of March 16, 2026, among Summit Permian Transmission, LLC, as borrower, EPIC Administration, LLC, as administrative agent, the lenders party thereto from time to time and Nuveen Alternative Advisors, LLC, as sole lead arranger.
10.16 * Amended and Restated Employment Agreement, dated August 1, 2024, by and between Summit Operating Services Company, LLC and J. Heath Deneke (Incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-42201)).
10.17 * Amended and Restated Employment Agreement, dated August 1, 2024, by and between Summit Operating Services Company, LLC and James D. Johnston (Incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-42201)).
10.18 * Amended and Restated Employment Agreement, dated August 1, 2024, by and between Summit Operating Services Company, LLC and William J. Mault (Incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-42201)).
10.19 * Amended and Restated Employment Agreement, dated August 1, 2024, by and between Summit Operating Services Company, LLC and Matthew B. Sicinski (Incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-42201)).
10.20 * Form of Retention Bonus Agreement (Incorporated herein by reference to Exhibit 10.1 to SMLP’s Current Report on Form 8-K dated June 11, 2019 (Commission File Number 001-35666)).
10.21 * Summit Midstream Partners, LP 2012 Long-Term Incentive Plan, as amended and restated (incorporated herein by reference to Exhibit 10.1 to SMLP’s Current Report on Form 8-K dated March 20, 2020 (Commission File No. 001-35666)).
10.22 * Summit Midstream Partners, LP 2012 Long-Term Incentive Plan Phantom Unit Agreement (Incorporated herein by reference to Exhibit 10.1 to SMLP’s Current Report on Form 8-K filed March 17, 2014 (Commission File No. 001-35666)).
10.23 * Form of Director Unit Award Agreement (Incorporated herein by reference to Exhibit 10.3 to SMLP’s Current Report on Form 8-K filed October 4, 2012 (Commission File No. 001-35666)).
10.24 * Summit Midstream Partners, LLC Deferred Compensation Plan effective as of July 1, 2013 (Incorporated herein by reference to Exhibit 4.3 to SMLP’s Form S-8 Registration Statement dated June 28, 2013 (Commission File No. 333-189684)).
10.25 * Form of Summit Midstream Partners, LP 2012 Long-Term Incentive Plan Grant Award Agreement (Incorporated herein by reference to Exhibit 10.54 to SMLP’s Annual Report on Form 10-K filed February 28, 2022 (Commission File No. 001-35666)).
133
10.26 * Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (incorporated herein by reference to Appendix B to SMLP’s definitive proxy statement on Schedule 14A filed March 31, 2022 (Commission File No. 001-35666)).
10.27 * First Amendment to the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to SMLP’s Current Report on Form 8-K filed May 22, 2024 (Commission File No. 001-35666)).
10.28 * Summit Midstream Partners, LP 2022 Long-Term Incentive Plan 2023 LTIP Grant Award Agreement for Performance-based Phantom Units, effective as of February 23, 2023 (Incorporated herein by reference to Exhibit 10.62 to SMLP’s Annual Report on Form 10-K filed March 1, 2023 (Commission File No. 001-35666)).
10.29 * Summit Midstream Partners, LP 2022 Long-Term Incentive Plan 2023 LTIP Grant Award Agreement for Time-based Phantom Units, effective as of February 23, 2023 (Incorporated herein by reference to Exhibit 10.63 to SMLP’s Annual Report on Form 10-K filed March 1, 2023 (Commission File No. 001-35666)).
10.30 * Form of Summit Midstream Partners, LP 2012 Long-Term Incentive Plan 2021 Grant Award Agreement (Incorporated herein by reference to Exhibit 10.64 to SMLP’s Annual Report on Form 10-K filed March 1, 2023 (Commission File No. 001-35666)).
10.31 * Form of Summit Midstream Partners, LP 2022 Long-Term Incentive Plan Director Unit Agreement (Incorporated herein by reference to Exhibit 10.65 to SMLP’s Annual Report on Form 10-K filed March 1, 2023 (Commission File No. 001-35666)).
10.32 * Form of Summit Midstream Partners, LP 2023 Long-Term Incentive Plan Director Unit Agreement (Incorporated herein by reference to Exhibit 10.66 to SMLP’s Annual Report on Form 10-K filed March 1, 2023 (Commission File No. 001-35666)).
10.33 * Summit Midstream Corporation 2024 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-42201)).
10.34 †
Membership Interest Purchase Agreement, by and among Fundare Resources Company HoldCo, LLC, Summit Midstream Holdings, LLC, Summit Midstream Corporation, and solely for purposes of Section 9.19 thereto, Fundare Resources Company, LLC, dated as of March 10, 2025 (Incorporated herein by reference to Exhibit 10.1 to SMC’s Current Report on Form 8-K filed March 14, 2025 (Commission File No. 001-42201)).
10.35 †
Registration Rights and Lock-Up Agreement, by and between Summit Midstream Corporation and Fundare Resources Company HoldCo, LLC, dated as of March 10, 2025 (Incorporated herein by reference to Exhibit 10.2 to SMC’s Current Report on Form 8-K filed March 14, 2025 (Commission File No. 001-42201)).
10.36 * Executive Form of Performance-Based Restricted Stock Unit Award Agreement pursuant to the Summit Midstream Corporation 2024 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.3 to SMC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025 dated May 12, 2025 (Commission File No. 001-42201)).
10.37 * Executive Form of Time-Based Restricted Stock Unit Award Agreement pursuant to the Summit Midstream Corporation 2024 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.4 to SMC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025 dated May 12, 2025 (Commission File No. 001-42201)).
10.38 * Employee Form of Restricted Stock Unit Award Agreement pursuant to the Summit Midstream Corporation 2024 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.5 to SMC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025 dated May 12, 2025 (Commission File No. 001-42201)).
10.39 * Director Form Stock Agreement pursuant to the Summit Midstream Corporation 2024 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.6 to SMC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025 dated May 12, 2025 (Commission File No. 001-42201)).
10.40 * Updated Compensation Letter, by and between Summit Operating Services Company, LLC and Heath Deneke, dated as of April 9, 2025 (Incorporated herein by reference to Exhibit 10.1 to SMC’s Current Report on Form 8-K filed May 9, 2025 (Commission File No. 001-42201)).
10.41 * Updated Compensation Letter, by and between Summit Operating Services Company, LLC and James D. Johnston, dated as of April 9, 2025 (Incorporated herein by reference to Exhibit 10.2 to SMC’s Current Report on Form 8-K filed May 9, 2025 (Commission File No. 001-42201)).
134
10.42 * Updated Compensation Letter, by and between Summit Operating Services Company, LLC and William J. Mault, dated as of April 9, 2025 (Incorporated herein by reference to Exhibit 10.3 to SMC’s Current Report on Form 8-K filed May 9, 2025 (Commission File No. 001-42201)).
19.1 Summit Midstream Corporation Insider Trading Policy (Incorporated herein by reference to Exhibit 19.1 to SMC's Annual Report on Form 10-K filed March 11, 2025 (Commission File No. 001-42201)).
21.1 ***
List of Subsidiaries.
23.1 ***
Consent of Deloitte & Touche LLP.
31.1 ***
Rule 13a-14(a)/15d-14(a) Certification, executed by Heath Deneke, President, Chief Executive Officer and Director.
31.2 ***
Rule 13a-14(a)/15d-14(a) Certification, executed by William J. Mault, Executive Vice President and Chief Financial Officer.
32.1 ****
Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Heath Deneke, President, Chief Executive Officer and Director, and William J. Mault, Executive Vice President and Chief Financial Officer.
97.1 ***
Summit Midstream Corporation Policy for the Recovery of Erroneously Awarded Compensation (Incorporated herein by reference to Exhibit 97.1 to SMC's Annual Report on Form 10-K filed March 11, 2025 (Commission File No. 001-42201)).
101.INS **
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH **
Inline XBRL Taxonomy Extension Schema
101.CAL **
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF **
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB **
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE **
Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report.
† Certain of the schedules and exhibits have been omitted pursuant to Item 601(a)(5), Item 601(b)(2) or Item 601(b)(10) of Regulation S-K. The Company agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the SEC upon request.
** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. The financial information contained in the XBRL (eXtensible Business Reporting Language)-related documents is unaudited and unreviewed.
*** Filed herewith.
**** Furnished herewith.
(c) Financial Statement Schedules
Not applicable.
Item 16. Form 10-K Summary.
Not applicable.
135
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Summit Midstream Corporation
(Registrant)
March 16, 2026 /s/ WILLIAM J. MAULT
William J. Mault, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
136
Signature
Title
Date
/s/ J. HEATH DENEKE
Director, President and Chief Executive Officer (Principal Executive Officer)
March 16, 2026
J. Heath Deneke
/s/ WILLIAM J. MAULT
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
March 16, 2026
William J. Mault
/s/ MATTHEW B. SICINSKI
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) March 16, 2026
Matthew B. Sicinski
/s/ JAMES J. CLEARY
Director
March 16, 2026
James J. Cleary
/s/ JASON H. DOWNIE
Director
March 16, 2026
Jason H. Downie
/s/ JAMES E. HERRING, JR.
Director
March 16, 2026
James E. Herring, Jr.
/s/ LEE JACOBE
Director
March 16, 2026
Lee Jacobe
/s/ STEPHEN M. LIPSCOMB JR.
Director
March 16, 2026
Stephen M. Lipscomb Jr.
/s/ ROBERT J. MCNALLY
Director
March 16, 2026
Robert J. McNally
/s/ ROMMEL M. OATES Director
March 16, 2026
Rommel M. Oates
/s/ JERRY L. PETERS
Director
March 16, 2026
Jerry L. Peters
/s/ ANDREW A. WINSTON
Director
March 16, 2026
Andrew A. Winston
137