Form 8-K
8-K — Antero Midstream Corp
Accession: 0001104659-26-119692
Filed: 2026-10-28
Period: 2026-10-28
CIK: 0001623925
SIC: 4922 (NATURAL GAS TRANSMISSION)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — tm2628429d1_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2628429d1_ex99-1.htm)
GRAPHIC (tm2628429d1_ex99-1img001.jpg)
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8-K — FORM 8-K
8-K (Primary)
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2026-10-28
2026-10-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): October 28, 2026
ANTERO
MIDSTREAM CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
001-38075
61-1748605
(State
or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS
Employer
Identification Number)
1615
Wynkoop Street
Denver,
Colorado 80202
(Address of Principal Executive Offices) (Zip
Code)
Registrant’s Telephone Number, Including
Area Code (303) 357-7310
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
Trading
symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.01 Per Share
AM
New
York Stock Exchange
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02
Results of Operations and Financial Condition
On
October 28, 2026, Antero Midstream Corporation issued a press release, a copy of which is attached hereto as Exhibit 99.1 and
incorporated by reference herein, announcing its financial and operational results for the quarter ended September 30, 2026.
The information
in this Current Report, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
99.1
Antero Midstream Corporation press release dated October 28, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ANTERO MIDSTREAM CORPORATION
By:
/s/ Justin J. Agnew
Justin J. Agnew
Chief Financial Officer, Vice President – Finance
Dated: October 28, 2026
3
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2628429d1_ex99-1.htm · Sequence: 2
Exhibit 99.1
Antero Midstream Announces Third Quarter 2026
Financial and Operating Results
Denver, Colorado, October 28, 2026—Antero
Midstream Corporation (NYSE: AM) (“Antero Midstream” or the “Company”) today announced its third quarter 2026
financial and operating results. The relevant consolidated financial statements are included in Antero Midstream’s Quarterly Report
on Form 10-Q for the three months ended September 30, 2026.
Highlights:
· Gathering and compression volumes increased
by 19% and 17%, respectively, compared to the prior year quarter
· Net Income was $393 million, or $0.82 per
diluted share, a 242% per share increase compared to the prior year quarter
· Adjusted Net Income was $134 million, or $0.28
per diluted share, a 4% per share increase compared to the prior year quarter (non-GAAP measure)
· Adjusted EBITDA was $291 million, a 3% increase
compared to the prior year quarter (non-GAAP measure)
· Capital expenditures were $51 million, in
line with the prior year quarter
· Adjusted Free Cash Flow before dividends was
$555 million and Adjusted Free Cash Flow after dividends was $449 million, including a $377 million gain on litigation (non-GAAP measure)
· Leverage declined to 2.8x as of September 30,
2026 (non-GAAP measure)
Michael Kennedy, CEO and President of Antero Midstream
said, “Antero Midstream delivered another quarter of year-over-year throughput and earnings growth with flat capital investments.
On the operational front, we are currently servicing two drilled but uncompleted growth pads utilizing our legacy water system and remain
on track to complete our HG water system integration efforts by year-end. These growth pads and integration efforts are expected to drive
visible EBITDA growth in the fourth quarter of 2026 and 2027.”
Justin Agnew, CFO of Antero Midstream, said “We
continue to increase our assets while maintaining a strong balance sheet and returning capital to shareholders. This includes reducing
absolute debt by over $400 million during the quarter, calling our nearest maturity senior notes, and accelerating share repurchases once
our leverage target was achieved. Including the internally financed HG acquisition earlier this year, our leverage is flat and our share
count has declined by 4 million shares compared to this time last year.”
For a discussion of the non-GAAP financial measures, including Adjusted
EBITDA, Adjusted Net Income, Leverage, and Adjusted Free Cash Flow after dividends please see “Non-GAAP Financial Measures and Definitions.”
Share Repurchases
During the third quarter of 2026, Antero Midstream
repurchased 1.3 million shares for approximately $27 million. Antero Midstream had approximately $283 million of remaining capacity under
its share repurchase program as of September 30, 2026.
Strategic and Operating Updates
Antero Midstream commenced water operations to
support Antero Resources two drilled but uncompleted growth pads that will utilize the fresh water system in the fourth quarter of 2026.
These two pads are expected to drive additional throughput growth in 2027.
The Company expects to complete its water system
integration efforts by year-end that will connect the acquired water system to Antero Midstream’s legacy system with the capability
to service Antero’s entire footprint at high deliverability rates. Antero Midstream also expects to place in service 80 MMcf/d of
additional compression capacity in the liquids-rich corridor in the fourth quarter of 2026. Lastly, the Company continued initial construction
on East Side Express, the Company’s first regional connectivity expansion project.
Capital expenditures totaled $51 million during
the third quarter of 2026. The Company invested $37 million in gathering and compression and approximately $14 million in water infrastructure.
In the third quarter of 2026, Antero Midstream connected 22 wells to its gathering system and serviced 22 wells with its fresh water delivery
system. During the quarter there was approximately 10 Bcf of reduced throughput due to curtailments and Antero Midstream expects approximately
15 to 20 Bcf of curtailments in the fourth quarter of 2026.
2026 Guidance Update
Antero Midstream is updating its 2026 guidance
to reflect receipt of the Clearwater litigation proceeds. Based on the $377 million of litigation proceeds, net of the impact of interest
expense and current income tax expense, the Company is increasing 2026 Adjusted Free Cash Flow before and after dividends guidance by
$370 million. All other guidance ranges not referenced below remain unchanged.
The following is a summary of Antero Midstream’s
updated 2026 guidance ($ in millions, except per share amounts):
Twelve Months Ended
December 31, 2026
Change vs.
Prior
Guidance
Low
High
(At midpoint)
Net Income
$ 765
$ 815
$ 280
Interest Expense
200
220
(10 )
Current Income Tax Expense
10
20
15
Adjusted Free Cash Flow Before Dividends
1,125
1,185
370
Adjusted Free Cash Flow After Dividends
700
760
370
Third Quarter 2026 Financial Results
Gathering and compression volumes increased by
19% and 17%, respectively, compared to the prior year quarter. Fresh water delivery volumes averaged 89 MBbl/d during the quarter, a 3%
decrease compared to the third quarter of 2025. Processing volumes from the joint venture averaged 1.6 Bcf/d and joint venture fractionation
volumes averaged 40 MBbl/d. Processing and fractionation capacity were both 100% utilized during the quarter.
For the three months ended September 30,
2026, revenues were $327 million, comprised of $257 million from the Gathering and Processing segment and $70 million from the Water Handling
segment, net of $23 million of amortization of customer relationships. Water Handling revenues include $43 million from other water handling
and high rate water transfer services.
Direct operating expenses were $38 million for
the Gathering and Processing segment and $45 million for the Water Handling segment for a total of $83 million. Water Handling operating
expenses include $38 million from other water handling and high rate water transfer services. General and administrative expenses excluding
equity-based compensation were $10 million during the third quarter of 2026. Total operating expenses during the third quarter of 2026
included $11 million of equity-based compensation expense, $38 million of depreciation expense, $3 million impairment and a $377 million
gain on litigation.
Net Income was $393 million, or $0.82 per diluted
share. Net Income adjusted for amortization of customer relationships, impairment of property and equipment, loss on early extinguishment
of debt, loss on long-lived assets, gain on litigation, and transaction expense, net of tax effects of reconciling items, or Adjusted
Net Income, was $134 million. Adjusted Net Income was $0.28 per diluted share, a 4% per share increase compared to the prior year quarter.
The following table reconciles Net Income to Adjusted
Net Income (in thousands):
Three Months Ended
September 30,
2025
2026
Net Income
$ 115,984
392,657
Amortization of customer relationships
17,668
22,874
Impairment of property and equipment
167
2,921
Loss on early extinguishment of debt
1,313
1,613
Loss on long-lived assets
—
1,158
Gain on litigation
—
(376,963 )
Transaction expense
—
37
Tax effect of reconciling items(1)
(4,946 )
90,156
Adjusted Net Income
$ 130,186
134,453
(1) The statutory tax rate for each of the three months ended September 30, 2025, and 2026 was approximately 26%.
Adjusted EBITDA was $291 million, a 3% increase
compared to the prior year quarter. Interest expense was $51 million, an 8% increase compared to the prior year quarter. Capital expenditures
were $51 million during the third quarter of 2026, in line with the prior year quarter. Current income tax expense was $11 million as
a result of the $377 million gain on litigation. Adjusted Free Cash Flow before dividends was $555 million and Adjusted Free Cash Flow
after dividends was $449 million.
The following table reconciles Net Income to Adjusted EBITDA and Adjusted
Free Cash Flow before and after dividends (in thousands):
Three Months Ended
September 30,
2025
2026
Net Income
$ 115,984
392,657
Interest expense, net
47,196
50,746
Income tax expense
45,688
140,125
Depreciation expense
34,465
37,963
Amortization of customer relationships
17,668
22,874
Equity-based compensation
11,026
10,960
Equity in earnings of unconsolidated affiliates
(29,688 )
(27,950 )
Distributions from unconsolidated affiliates
37,365
34,655
Impairment of property and equipment
167
2,921
Loss on early extinguishment of debt
1,313
1,613
Loss on long-lived assets
—
1,158
Gain on litigation
—
(376,963 )
Transaction expense
—
37
Other operating expense, net(1)
49
45
Adjusted EBITDA
$ 281,233
290,841
Interest expense, net
(47,196 )
(50,746 )
Capital expenditures (accrual-based)
(51,336 )
(50,790 )
Current income tax expense
2,290
(11,250 )
Gain on litigation
—
376,963
Adjusted Free Cash Flow before dividends
$ 184,991
555,018
Dividends declared (accrual-based)
(107,187 )
(106,267 )
Adjusted Free Cash Flow after dividends
$ 77,804
448,751
(1) Other operating expense, net represents accretion of asset retirement obligations.
The following table reconciles net cash provided by operating activities
to Adjusted Free Cash Flow before and after dividends (in thousands):
Three Months Ended
September 30,
2025
2026
Net cash provided by operating activities
$ 212,836
600,298
Amortization of deferred financing costs
(1,317 )
(1,392 )
Settlement of asset retirement obligations
59
37
Transaction expense
—
37
Changes in working capital
24,749
6,828
Capital expenditures (accrual-based)
(51,336 )
(50,790 )
Adjusted Free Cash Flow before dividends
$ 184,991
555,018
Dividends declared (accrual-based)
(107,187 )
(106,267 )
Adjusted Free Cash Flow after dividends
$ 77,804
448,751
Conference Call
A conference call is scheduled for Thursday, October 29,
2026, at 10:00 am MT to discuss the financial and operational results. A brief Q&A session for security analysts will immediately
follow the discussion of the results. To participate in the call, dial in at 877-407-9126 (U.S.), or +1 201-493-6751 (International) and
reference “Antero Midstream.” A telephone replay of the call will be available until Thursday, November 5, 2026, at 10:00
am MT at 877-660-6853 (U.S.) or +1 201-612-7415 (International) using the conference ID: 13758949. To access the live webcast and view
the related earnings conference call presentation, visit Antero Midstream's website at www.anteromidstream.com. The webcast will be archived
for replay until Thursday, November 5, 2026, at 10:00 am MT.
Presentation
An updated presentation will be posted to the
Company's website before the conference call. The presentation can be found at www.anteromidstream.com on the homepage. Information on
the Company's website does not constitute a portion of, and is not incorporated by reference into this press release.
Non-GAAP Financial Measures and Definitions
Antero Midstream uses certain non-GAAP financial
measures. Antero Midstream defines Adjusted Net Income as Net Income adjusted for certain items. Antero Midstream uses Adjusted Net Income
to assess the operating performance of its assets. Antero Midstream defines Adjusted EBITDA as Net Income adjusted for certain items.
Antero Midstream uses Adjusted EBITDA to assess:
· the financial performance of Antero Midstream’s
assets, without regard to financing methods, capital structure or historical cost basis;
· its operating performance and return on capital
as compared to other publicly traded companies in the midstream energy sector, without regard to financing or capital structure; and
· the viability of acquisitions and other capital
expenditure projects.
Antero Midstream defines Adjusted Free Cash Flow
before dividends as Adjusted EBITDA less net interest expense, accrual-based capital expenditures, current income tax expense, and gain
on litigation. Capital expenditures include additions to gathering systems and facilities, additions to water handling systems, and investments
in unconsolidated affiliates. Capital expenditures exclude acquisitions and Adjusted Free Cash Flow excludes transaction expense related
to acquisitions. Adjusted Free Cash Flow after dividends is defined as Adjusted Free Cash Flow before dividends less accrual-based dividends
declared for the quarter. Antero Midstream uses Adjusted Free Cash Flow before and after dividends as a performance metric to compare
the cash generating performance of Antero Midstream from period to period.
Adjusted EBITDA, Adjusted Net Income, and Adjusted
Free Cash Flow before and after dividends are non-GAAP financial measures. The GAAP measure most directly comparable to these measures
is Net Income. Such non-GAAP financial measures should not be considered as alternatives to the GAAP measures of Net Income and cash flows
provided by (used in) operating activities. The presentations of such measures are not made in accordance with GAAP and have important
limitations as analytical tools because they include some, but not all, items that affect Net Income and cash flows provided by (used
in) operating activities. You should not consider any or all such measures in isolation or as a substitute for analyses of results as
reported under GAAP. Antero Midstream’s definitions of such measures may not be comparable to similarly titled measures of other
companies.
The following table reconciles cash paid for capital expenditures and
accrued capital expenditures during the period (in thousands):
Three Months Ended
September 30,
2025
2026
Capital expenditures (as reported on a cash basis)
$ 47,750
44,721
Change in accrued capital costs
3,586
6,069
Capital expenditures (accrual basis)
$ 51,336
50,790
Antero Midstream defines Net Debt as consolidated
total debt, excluding unamortized debt premiums and debt issuance costs, less cash, cash equivalents and restricted cash. Antero Midstream
views Net Debt as an important indicator in evaluating Antero Midstream’s financial leverage. Antero Midstream defines Leverage
as Net Debt divided by Adjusted EBITDA for the last twelve months. The GAAP measure most directly comparable to Net Debt is total debt,
excluding unamortized debt premiums and debt issuance costs.
The following table reconciles consolidated total
debt to Net Debt as used in this release (in thousands):
September 30,
2025
2026
Bank credit facility
$ 379,600
576,800
5.75% senior notes due 2028
650,000
—
5.375% senior notes due 2029
750,000
750,000
6.625% senior notes due 2032
600,000
600,000
5.75% senior notes due 2033
650,000
650,000
5.75% senior notes due 2034
—
600,000
Consolidated total debt
3,029,600
3,176,800
Less: Cash and cash equivalents
—
—
Consolidated net debt
$ 3,029,600
3,176,800
The following table reconciles Net Income to Adjusted EBITDA for the
last twelve months ended September 30, 2026 (in thousands):
Twelve Months Ended
September 30, 2026
Net Income
$ 676,367
Interest expense, net
207,291
Income tax expense
243,994
Depreciation expense
143,709
Amortization of customer relationships
84,554
Impairment of property and equipment
3,054
Equity-based compensation
43,490
Equity in earnings of unconsolidated affiliates
(115,202 )
Distributions from unconsolidated affiliates
140,830
Loss on early extinguishment of debt
1,613
Loss on long-lived assets
85,126
Gain on litigation
(376,963 )
Transaction expense
14,194
Other operating income, net (1)
582
Adjusted EBITDA
$ 1,152,639
(1) Other operating expense, net represents accretion of asset retirement obligations, loss on settlement of asset retirement obligations
and gain on asset sale.
Antero Midstream Corporation is a Delaware
corporation that owns, operates and develops midstream gathering, compression, processing and fractionation assets located in the Appalachian
Basin, as well as integrated water assets that primarily service Antero Resources Corporation’s (NYSE: AR) (“Antero Resources”)
properties.
This release includes "forward-looking
statements.” Words such as “may,” “assume,” “forecast,” “position,” “predict,”
“strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,”
“believe,” “project,” “budget,” “potential,” or “continue,” “goal,”
or “target” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements
contain such identifying words. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are
not under Antero Midstream’s control. All statements, except for statements of historical fact, made in this release regarding activities,
events or developments Antero Midstream expects, believes or anticipates will or may occur in the future, such as statements regarding
our strategy, future operations, financial position, estimated revenues and losses, Antero Resources’ and Antero Midstream’s
respective ability to integrate acquired assets and achieve the intended operational, financial and strategic benefits from any such transactions,
projected costs, prospects, plans and objectives of management, Antero Midstream’s ability to complete the construction or purchase
new gathering and compression, processing, water handling or other assets on schedule, at the budgeted cost or at all, and the ability
of such assets to operate as designed or at expected levels, Antero Resources’ expected production and development plan, natural
gas, NGLs and oil prices, Antero Midstream’s ability to realize the anticipated benefits of its investments in unconsolidated affiliates,
Antero Midstream’s ability to execute its share repurchase and dividend program, Antero Midstream’s ability to execute its
business strategy, impacts of geopolitical events, including the conflicts in Ukraine, Venezuela and in the Middle East, and world health
events, information regarding long-term financial and operating outlooks for Antero Midstream and Antero Resources, information regarding
Antero Resources’ expected future growth and its ability to meet its drilling and development plan and the participation level of
Antero Resources’ drilling partner, the impact on demand for Antero Midstream’s services as a result of incremental production
by Antero Resources, the impact of recently enacted legislation, and expectations regarding the amount and timing of litigation awards
are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are based on management’s current beliefs, based on currently available information,
as to the outcome and timing of future events. All forward-looking statements speak only as of the date of this release. Although Antero
Midstream believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable,
there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially
differ from what is expressed, implied or forecast in such statements. Except as required by law, Antero Midstream expressly disclaims
any obligation to and does not intend to publicly update or revise any forward-looking statements.
Antero Midstream cautions you that these forward-looking
statements are subject to all of the risks and uncertainties incidental to our business, most of which are difficult to predict and many
of which are beyond Antero Midstream’s control. These risks include, but are not limited to, commodity price volatility, inflation,
supply chain or other disruptions, environmental risks, Antero Resources’ drilling and completion and other operating risks, regulatory
changes or changes in law, the uncertainty inherent in projecting Antero Resources’ future rates of production, cash flows and access
to capital, the timing of development expenditures, impacts of world health events, cybersecurity risks, the state of markets for, and
availability of, verified quality carbon offsets and the other risks described under the heading "Risk Factors" in Antero Midstream's
Annual Report on Form 10-K for the year ended December 31, 2025 and the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2026.
For more information, contact Daniel Katzenberg,
Vice President – Investor Relations, at (303) 357-7219 or dkatzenberg@anteroresources.com.
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(Unaudited)
December 31,
September 30,
2025
2026
Assets
Current assets:
Cash and cash equivalents
$ 180,435
—
Restricted cash
82,500
—
Accounts receivable–Antero Resources
106,771
124,123
Accounts receivable–third party
993
256
Income tax receivable
1,896
—
Current assets held for sale
4,600
—
Other current assets
2,669
2,615
Total current assets
379,864
126,994
Long-term assets:
Property and equipment, net
3,454,572
3,952,989
Investments in unconsolidated affiliates
585,778
567,510
Customer relationships
1,074,087
1,629,379
Operating leases right-of-use assets
—
50,520
Assets held for sale
379,036
—
Other assets, net
10,779
13,688
Total assets
$ 5,884,116
6,341,080
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable–Antero Resources
$ 5,366
5,504
Accounts payable–third party
10,368
8,868
Accrued liabilities
91,527
109,985
Short-term lease liabilities
—
15,151
Current liabilities held for sale
2,297
—
Other current liabilities
1,924
10,805
Total current liabilities
111,482
150,313
Long-term liabilities:
Long-term debt
3,222,530
3,153,695
Deferred income tax liability, net
562,996
770,475
Long-term lease liabilities
—
35,531
Liabilities held for sale
3,021
—
Other
12,046
16,210
Total liabilities
3,912,075
4,126,224
Stockholders' equity:
Preferred stock, $0.01 par value: 100,000 authorized as of December 31, 2025 and September 30, 2026
Series A non-voting perpetual preferred stock; 12 designated and 10 issued and outstanding as of December 31, 2025 and September 30, 2026
—
—
Common stock, $0.01 par value; 2,000,000 authorized; 474,060 and 473,417 issued and outstanding as of December 31, 2025 and September 30, 2026, respectively
4,741
4,734
Additional paid-in capital
1,952,524
1,839,765
Retained earnings
14,776
370,357
Total stockholders' equity
1,972,041
2,214,856
Total liabilities and stockholders' equity
$ 5,884,116
6,341,080
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Statements of Operations
and Comprehensive Income (Unaudited)
(In thousands, except per share amounts)
Three Months Ended September 30,
2025
2026
Revenue:
Gathering and compression–Antero Resources
$ 249,827
270,542
Water handling–Antero Resources
62,129
79,330
Water handling–third party
533
24
Amortization of customer relationships
(17,668 )
(22,874 )
Total revenue
294,821
327,022
Operating expenses:
Direct operating
57,886
83,249
General and administrative (including $11,026 and $10,960 of equity-based compensation in 2025 and 2026, respectively)
21,316
21,124
Facility idling
445
297
Depreciation
34,465
37,963
Impairment of property and equipment
167
2,921
Loss on long-lived assets
—
1,158
Gain on litigation
—
(376,963 )
Other operating expense, net
49
45
Total operating expenses
114,328
(230,206 )
Operating income
180,493
557,228
Other income (expense):
Interest expense, net
(47,196 )
(50,746 )
Equity in earnings of unconsolidated affiliates
29,688
27,950
Loss on early extinguishment of debt
(1,313 )
(1,613 )
Transaction expense
—
(37 )
Total other expense
(18,821 )
(24,446 )
Income before income taxes
161,672
532,782
Income tax expense
(45,688 )
(140,125 )
Net income and comprehensive income
$ 115,984
392,657
Net income per common share–basic
$ 0.24
0.83
Net income per common share–diluted
$ 0.24
0.82
Weighted average common shares outstanding:
Basic
478,020
474,315
Diluted
481,814
477,087
ANTERO MIDSTREAM CORPORATION
Selected Operating Data (Unaudited)
Three Months Ended September 30,
Amount of
Increase
Percentage
2025
2026
or Decrease
Change
Operating Data:
Gathering (MMcf)
315,719
374,207
58,488
19 %
Compression (MMcf)
314,729
367,246
52,517
17 %
Centralized compression (MMcf)
314,729
294,382
(20,347 )
(6 )%
Well pad compression (MMcf)
—
72,864
72,864
100 %
High pressure gathering (MMcf)
291,637
268,316
(23,321 )
(8 )%
Fresh water delivery (MBbl) (1)
8,472
8,204
(268 )
(3 )%
Other water handling (MBbl) (2)
4,966
11,320
6,354
128 %
Wells serviced by fresh water delivery (1)
17
16
(1 )
(6 )%
Gathering (MMcf/d)
3,432
4,067
635
19 %
Compression (MMcf/d)
3,421
3,992
571
17 %
Centralized compression (MMcf/d)
3,421
3,200
(221 )
(6 )%
Well pad compression (MMcf/d)
—
792
792
100 %
High pressure gathering (MMcf/d)
3,170
2,916
(254 )
(8 )%
Fresh water delivery (MBbl/d) (1)
92
89
(3 )
(3 )%
Other water handling (MBbl/d) (2)
54
123
69
128 %
Average Realized Fees (3):
Gathering ($/Mcf)
$ 0.36
0.37
0.01
3 %
Centralized compression ($/Mcf)
$ 0.22
0.22
—
*
High pressure gathering ($/Mcf)
$ 0.23
0.23
—
*
Fresh water delivery ($/Bbl) (1)
$ 4.37
4.43
0.06
1 %
Joint Venture Operating Data:
Processing (MMcf)
157,696
147,850
(9,846 )
(6 )%
Fractionation (MBbl)
3,680
3,680
—
*
Processing (MMcf/d)
1,714
1,607
(107 )
(6 )%
Fractionation (MBbl/d)
40
40
—
*
*Not meaningful or applicable.
(1) Fresh water delivery includes fresh water charged at a fixed fee under our water services agreement with Antero Resources.
(2) Other water handling includes fresh water charged at cost plus 3% for services provided to Antero Resources on its acreage acquired
from HG Production and our other fluid handling services charged at cost plus 3% or cost of service.
(3) The average realized fees for the three months ended September 30, 2026, include annual CPI-based adjustments of approximately
1.5%.
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Results of Segment Operations
(Unaudited)
(In thousands)
Three Months Ended September 30, 2026
Gathering and
Water
Consolidated
(in thousands)
Processing
Handling
Unallocated (1)
Total
Revenues:
Revenue–Antero Resources
$ 270,542
79,330
—
349,872
Revenue–third-party
—
24
—
24
Amortization of customer relationships
(13,846 )
(9,028 )
—
(22,874 )
Total revenues
256,696
70,326
—
327,022
Operating expenses:
Direct operating
38,553
44,696
—
83,249
General and administrative (excluding equity-based compensation)
6,975
2,210
979
10,164
Equity-based compensation
8,256
2,334
370
10,960
Facility idling
—
297
—
297
Depreciation
18,993
18,970
—
37,963
Impairment of property and equipment
2,115
806
—
2,921
Loss on long-lived assets
1,118
40
—
1,158
Gain on litigation
—
(376,963 )
—
(376,963 )
Other operating expense, net
—
45
—
45
Total operating expenses
76,010
(307,565 )
1,349
(230,206 )
Operating income
180,686
377,891
(1,349 )
557,228
Other income (expense):
Interest expense, net
—
—
(50,746 )
(50,746 )
Equity in earnings of unconsolidated affiliates
27,950
—
—
27,950
Loss on early extinguishment of debt
—
—
(1,613 )
(1,613 )
Transaction expense
—
—
(37 )
(37 )
Total other income (expense)
27,950
—
(52,396 )
(24,446 )
Income before income taxes
208,636
377,891
(53,745 )
532,782
Income tax expense
—
—
(140,125 )
(140,125 )
Net income and comprehensive income
$ 208,636
377,891
(193,870 )
392,657
(1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.
ANTERO MIDSTREAM CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended September 30,
2025
2026
Cash flows provided by (used in) operating activities:
Net income
$ 361,234
624,438
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
100,577
109,976
Impairment of property and equipment
984
3,054
Deferred income tax expense
124,471
207,480
Equity-based compensation
34,835
32,367
Equity in earnings of unconsolidated affiliates
(87,724 )
(86,487 )
Distributions from unconsolidated affiliates
106,095
105,655
Amortization of customer relationships
53,004
66,886
Amortization of deferred financing costs
3,938
4,443
Settlement of asset retirement obligations
(317 )
(111 )
Loss on early extinguishment of debt
1,313
1,613
Gain on long-lived assets
—
(1,500 )
Other operating activities
143
533
Changes in assets and liabilities:
Accounts receivable–Antero Resources
6,619
3,330
Accounts receivable–third party
373
1,083
Income tax receivable
(1,896 )
1,896
Other current assets
(360 )
110
Accounts payable–Antero Resources
(1 )
250
Accounts payable–third party
1,081
(592 )
Income taxes payable
594
9,354
Accrued liabilities
(28,002 )
9,393
Net cash provided by operating activities
676,961
1,093,171
Cash flows provided by (used in) investing activities:
Additions to gathering systems, facilities and other
(67,960 )
(86,692 )
Additions to water handling systems
(45,477 )
(48,678 )
Additional investments in unconsolidated affiliate
(6,653 )
(900 )
Acquisition of HG Midstream
—
(1,103,032 )
Proceeds from asset sales
6
377,433
Other investing activities
844
(4,792 )
Net cash used in investing activities
(119,240 )
(866,661 )
Cash flows provided by (used in) financing activities:
Dividends to common stockholders
(331,820 )
(327,547 )
Dividends to preferred stockholders
(413 )
(413 )
Repurchases of common stock
(86,669 )
(53,552 )
Issuance and borrowings of long-term debt
2,039,500
2,410,000
Repayments of long-term debt
(2,144,200 )
(2,483,200 )
Payments of deferred financing costs
(7,030 )
(1,784 )
Employee tax withholding for settlement of equity-based compensation awards
(27,089 )
(32,590 )
Payments on capital lease obligations
—
(359 )
Net cash used in financing activities
(557,721 )
(489,445 )
Net decrease in cash, cash equivalents and restricted cash
—
(262,935 )
Cash, cash equivalents and restricted cash, beginning of period
—
262,935
Cash, cash equivalents and restricted cash, end of period
$ —
—
Supplemental disclosure of cash flow information:
Cash paid during the period for interest
$ 160,951
158,847
Income taxes paid during the period
2,600
—
Increase in accrued capital expenditures and accounts payable
for property and equipment
13,381
3,150
Right-of-use assets obtained in exchange for new operating lease obligations
351
59,055
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