$1.1B HG Energy midstream deal closed by Antero Midstream (AM)

Rhea-AI Filing Summary

Antero Midstream Partners LP, an indirect wholly owned subsidiary of Antero Midstream Corporation, has completed its previously announced acquisition of HG Energy II Midstream Holdings, LLC from HG Energy II LLC. The deal closed on February 3, 2026 for cash consideration of approximately $1.1 billion.

The transaction was carried out under a Membership Interest Purchase Agreement dated December 5, 2025, which was later amended on December 22, 2025 to update certain annexes. The amendment is filed as an exhibit to this report for further reference.

Insights

Energy infrastructure M&A analyst

Antero’s affiliate closed a sizeable $1.1 billion midstream acquisition.

Antero Midstream Partners LP, an indirect subsidiary of Antero Midstream Corporation, completed the purchase of HG Energy II Midstream Holdings, LLC from HG Energy II LLC for cash consideration of approximately $1.1 billion on February 3, 2026.

The acquisition follows a Membership Interest Purchase Agreement signed on December 5, 2025, later amended on December 22, 2025 to revise certain annexes. This structure indicates a negotiated, contract-based transaction rather than a market offering, with value fully in cash.

The closing and the amendment are documented through filed exhibits, which outline the detailed terms and parties involved, including Antero Resources Corporation. Subsequent company communications and filings may elaborate on how this midstream asset integration affects operations, financing, and longer-term strategy.

8-K Event Classification

3 items: 2.01, 8.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What transaction did Antero (AM) report in this Form 8-K?

Antero reported that its affiliate, Antero Midstream Partners LP, completed the acquisition of HG Energy II Midstream Holdings, LLC. The deal was carried out under a Membership Interest Purchase Agreement involving several related HG Energy entities and Antero Resources Corporation.

How much did Antero’s affiliate pay for HG Energy II Midstream Holdings?

Antero Midstream Partners LP paid cash consideration of approximately $1.1 billion for HG Energy II Midstream Holdings, LLC. This amount reflects the terms of the Membership Interest Purchase Agreement dated December 5, 2025, as amended on December 22, 2025.

When did Antero Midstream Partners LP close the HG Energy midstream acquisition?

The acquisition of HG Energy II Midstream Holdings, LLC by Antero Midstream Partners LP closed on February 3, 2026. That date is identified as the earliest event reported and marks completion of the previously announced cash transaction under the purchase agreement.

Who were the parties to the HG Energy II Midstream purchase agreement with Antero?

The Membership Interest Purchase Agreement involved HG Energy II LLC, HG Energy II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation, and Antero Midstream Partners LP. These entities are collectively referred to as the Parties in the transaction documentation.

What is the purpose of the First Amendment to the purchase agreement mentioned by Antero (AM)?

The First Amendment to the Membership Interest Purchase Agreement, dated December 22, 2025, amended and restated certain annexes to the original agreement. Antero included this amendment as Exhibit 10.2 so investors can review the updated contractual details governing the completed acquisition.

Where can investors find the detailed terms of Antero’s HG Energy midstream acquisition?

Investors can review the detailed terms in the Membership Interest Purchase Agreement filed as Exhibit 10.1 and the First Amendment filed as Exhibit 10.2. These exhibits provide the contractual framework for the approximately $1.1 billion cash acquisition completed on February 3, 2026.

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Accepted by SEC EDGAR 02/03/2026 - 04:32 PM Learn about SEC filing dates

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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): February 3, 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 on which registered		Trading Symbol(s)		Name of each exchange
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.  ¨

Introductory Note

On February 3, 2026, Antero Midstream Partners LP (“Antero Midstream Partners”), an indirect, wholly-owned subsidiary of Antero Midstream Corporation, completed the previously announced acquisition of HG Energy II Midstream Holdings, LLC (“HG Midstream”) from HG Energy II LLC (“HG Energy”) for cash consideration of approximately $1.1 billion, as contemplated by the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated December 5, 2025, by and among Antero Midstream Partners, HG Energy, HG Energy II Production Holdings, LLC, HG Midstream and Antero Resources Corporation (together, the “Parties”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note is incorporated by reference into this Item 2.01.

Item 8.01 Other Events.

On December 22, 2025, the Parties entered into a First Amendment to the Purchase Agreement (the “Amendment”) in order to amend and restate certain annexes to the Purchase Agreement.

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero Midstream Partners LP, dated as of December 5, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Antero Midstream Corporation on December 8, 2025).
10.2*		First Amendment to the Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero Midstream Partners LP, dated as of December 22, 2025.
104		Cover Page Interactive Data File (embedded with Inline XBRL document).

* Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. Certain personally identifiable information has also been omitted from this Exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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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 Agnew
	Name: Justin Agnew
	Title: Chief Financial Officer, Vice President–Finance and Investor Relations

Date: February 3, 2026

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