Summit Midstream Q3 2026 profit reaches $8.23M
Double E's compression expansion targets year-end 2028 service and would increase pipeline capacity approximately 50%, from approximately 1.6 Bcf/d to approximately 2.4 Bcf/d.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Summit Midstream Corporation (SMC) reported third-quarter 2026 revenue of $183.005 million, versus $146.883 million a year earlier, and attributable net income of $8.232 million, versus a $1.578 million loss. For the nine months ended September 30, 2026, revenue was $477.160 million versus $419.797 million and attributable net income was $4.544 million versus an $11.493 million loss a year earlier.
Operating cash flow was $5.513 million in the quarter and $56.315 million for nine months, down from $26.677 million and $79.920 million, respectively, in 2025. SMC refinanced $440.0 million of Permian transmission facilities and entered an amendment for $50.0 million in incremental term loan commitments. It redeemed subsidiary preferred units for $143.2 million, paid $46.3 million of accrued Series A dividends, and issued 1,351,351 shares to Tall Oak Parent for $41.5 million net proceeds.
As of September 30, 2026, repurchases under a program authorizing up to $35.0 million totaled 41,631 shares for $1.2 million, with approximately $33.8 million remaining. On October 30, 2026, SMC exchanged certain DJ Basin oil pipeline and water assets plus approximately $7.0 million in cash for third-party midstream and compression equipment; the surrendered assets had approximately $30.0 million net book value.
3 points · 0 major0 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly revenue rose to $183.005 million from $146.883 million; nine-month revenue rose to $477.160 million from $419.797 million.
- Moderate pointAttributable net income was $8.232 million for Q3 and $4.544 million for nine months, versus losses in 2025.
- Moderate pointReportable-segment adjusted EBITDA was $82.182 million for Q3, versus $73.739 million.
Negative
- Moderate pointQuarterly operating cash flow fell to $5.513 million from $26.677 million.
- Minor pointNine-month operating cash flow fell to $56.315 million from $79.920 million.
Filing Explained
The Class B exchange right can add common shares without new consideration, while preferred dividend claims rank ahead of common holders.
This unaudited quarterly report shows that, as of
SMC says it does not expect to pay common dividends in the foreseeable future absent a material change to its business; accrued preferred dividends must be paid before common dividends can begin.
Separately, 6,524,467 Class B shares carry voting rights but no economic rights, and, with associated partnership units, are exchangeable for SMC common shares at the holder’s election without additional consideration; the filing reports no Class B share activity in the nine months through September 30.
If that paired exchange is used, it would increase the common share count and reduce existing holders’ percentage ownership absent offsetting changes.
Key Figures
Third-quarter revenue: $183.005 million
Net income attributable to Summit Midstream Corporation: $8.232 million
Nine-month revenue: $477.160 million
+5 more
8 metrics
Third-quarter revenue
$183.005 million
Three months ended September 30, 2026; $146.883 million in 2025
Net income attributable to Summit Midstream Corporation
$8.232 million
Three months ended September 30, 2026; a $1.578 million loss in 2025
Nine-month revenue
$477.160 million
Nine months ended September 30, 2026; $419.797 million in 2025
Nine-month operating cash flow
$56.315 million
Nine months ended September 30, 2026; $79.920 million in 2025
Reportable-segment adjusted EBITDA
$82.182 million
Three months ended September 30, 2026; $73.739 million in 2025
Long-term debt, net
$1,247.819 million
As of September 30, 2026
Share repurchase program authorization
Up to $35.0 million
Authorized in June 2026
Double E post-expansion pipeline capacity
Approximately 2.4 Bcf/d
Planned capacity after the compression expansion; current capacity approximately 1.6 Bcf/d
Key Terms
segment adjusted EBITDA, minimum volume commitment, Final Investment Decision, equity method investment, +2 more
6 terms
segment adjusted EBITDA financial
"segment adjusted EBITDA as the key indicator in assessing the segment’s performance"
Segment adjusted EBITDA is a measure of how much profit a specific part of a company generates from its everyday operations, before counting interest, taxes, depreciation, amortization and one‑off items. Investors use it like checking the fuel efficiency of one car in a fleet: it helps compare which business lines truly earn money, evaluate trend performance, and decide where to invest or cut costs without distortions from financing or accounting choices.
minimum volume commitment financial
"MVC | minimum volume commitment"
A minimum volume commitment is a promise by a buyer, underwriter or market maker to trade or buy at least a specified number of shares or securities over a set period. It matters to investors because it guarantees a baseline level of demand and liquidity—similar to a store agreeing to buy a minimum stock of a product—reducing the chance of thin trading, big price swings, or difficulty selling holdings.
Final Investment Decision financial
"FID | Final Investment Decision"
A final investment decision is the point at which a person or organization chooses to move forward with a particular project or purchase after reviewing all the necessary information and options. It is like deciding to buy a house after considering all the costs, benefits, and alternatives. This decision is important because it determines whether and when the investment will be made, impacting future financial plans and outcomes.
equity method investment financial
"the Company has an equity method investment in Double E"
An equity method investment is an accounting way to report ownership in another company when an investor has significant influence (commonly around 20–50% of voting rights). Instead of listing the other company’s full assets and debts, the investor records its share of that company’s profits or losses on its own income statement—like keeping track of your share of a neighborhood bakery’s monthly earnings. Investors care because those shared profits, losses and changes in the investee’s value directly affect the investor’s reported earnings and balance sheet, so this method can materially change a company’s financial picture and valuation.
Level 3 fair value financial
"These methods are considered Level 3 fair value estimates"
firm transportation agreements technical
"executed three long-term firm transportation agreements totaling 250 MMcf/d"
Firm transportation agreements are contracts that guarantee a customer reserved capacity to move commodities (commonly natural gas, oil, or refined products) through a pipeline or transport network for a set period in exchange for fixed payments. They matter to investors because they create predictable, often long-term revenue for the transporter while reducing delivery risk for the shipper — like renting a locked parking space that provides steady income to the owner and reliable access to the renter, which influences cash flow, risk and valuation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were SMC's third-quarter 2026 revenue and earnings?
SMC reported third-quarter revenue of $183.005 million and net income attributable to the company of $8.232 million for the three months ended September 30, 2026. In the comparable 2025 quarter, revenue was $146.883 million and attributable net income was a $1.578 million loss.
How much has SMC repurchased under its share repurchase program?
As of September 30, 2026, SMC had repurchased 41,631 shares for an aggregate purchase price of $1.2 million. Approximately $33.8 million remained available under the program, which authorizes repurchases of up to $35.0 million.
What capacity is Double E's expansion expected to reach?
Double E's compression expansion will increase pipeline capacity by approximately 50%, from approximately 1.6 Bcf/d to approximately 2.4 Bcf/d, with a targeted in-service date of year-end 2028. Double E reached a formal FID for the project in August 2026, and its total contracted firm capacity had increased to approximately 1.9 Bcf/d.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 001-42201
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Address of principal executive offices)
(I.R.S. Employer
Identification No.)
(Zip Code)
(832 ) 413-4770
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| x | o | No | |||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | x | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | As of November 6, 2026 | |||||||
| Common Stock, par value $0.01 per share | ||||||||
| Class B Common Stock, par value $0.01 per share | ||||||||
Table of Contents
TABLE OF CONTENTS
COMMONLY USED OR DEFINED TERMS | 2 | |||||||
PART I | FINANCIAL INFORMATION | |||||||
Item 1. | Financial Statements. | |||||||
Unaudited Condensed Consolidated Balance Sheets. | 6 | |||||||
Unaudited Condensed Consolidated Statements of Operations. | 7 | |||||||
Unaudited Condensed Consolidated Statements of Equity. | 8 | |||||||
Unaudited Condensed Consolidated Statements of Cash Flows. | 9 | |||||||
Notes to Unaudited Condensed Consolidated Financial Statements. | 10 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 28 | ||||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk. | 50 | ||||||
Item 4. | Controls and Procedures. | 50 | ||||||
PART II | OTHER INFORMATION | 51 | ||||||
Item 1. | Legal Proceedings. | 51 | ||||||
Item 1A. | Risk Factors. | 52 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 53 | ||||||
| Item 3. | Defaults Upon Senior Securities. | 53 | ||||||
| Item 4. | Mine Safety Disclosure. | 53 | ||||||
Item 5. | Other Information. | 53 | ||||||
Item 6. | Exhibits. | 54 | ||||||
SIGNATURES | 55 | |||||||
1
Table of Contents
COMMONLY USED OR DEFINED TERMS
| 2015 Blacktail Release | a 2015 rupture of our four-inch produced water gathering pipeline near Williston, North Dakota | ||||
| 2029 Secured Notes | Summit Holdings’ 8.625% Senior Secured Second Lien Notes due October 2029 | ||||
| ABL Agreement | Loan and Security Agreement, dated as of November 2, 2021, among Summit Holdings, as borrower, SMLP and certain subsidiaries from time to time party thereto, as guarantors, Bank of America, N.A., as agent, ING Capital LLC, Royal Bank of Canada, and Regions Bank, as co-syndication agents, and Bank of America, N.A., ING Capital LLC, RBC Capital Markets, and Regions Capital Markets, as joint lead arrangers and joint bookrunners | ||||
| ABL Facility | the asset-based lending credit facility governed by the ABL Agreement | ||||
| Additional 2029 Secured Notes | the $250,000,000 in aggregate principal amount of 2029 Secured Notes issued on January 10, 2025 | ||||
Amended and Restated ABL Agreement | Amended and Restated Loan and Security Agreement, dated as of July 26, 2024, among Summit Holdings, as borrower, SMLP and certain subsidiaries from time to time party thereto, as guarantors, Bank of America, N.A., as agent, and 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 | ||||
Amended and Restated ABL Facility | the asset-based lending credit facility governed by the Amended and Restated ABL Agreement | ||||
ASU | Accounting Standards Update | ||||
| Bcf/d | the equivalent of one billion cubic feet per day; generally calculated when liquids are converted into natural gas; determined using a ratio of six thousand cubic feet of natural gas to one barrel of liquids | ||||
Board of Directors | the board of directors of Summit Midstream Corporation | ||||
Class B Common Stock | Class B common stock of the Company, par value $0.01 per share | ||||
common stock | common stock of the Company, par value $0.01 per share | ||||
Compensation Committee | the compensation committee of the Board of Directors | ||||
condensate | a natural gas liquid with a low vapor pressure, mainly composed of propane, butane, pentane, and heavier hydrocarbon fractions | ||||
Corporate Reorganization | the August 1, 2024 consummation of a transaction that resulted in SMLP becoming a wholly owned subsidiary of a newly formed Delaware corporation, Summit Midstream Corporation (taxed as a C-corporation) | ||||
DJ Basin | Denver-Julesburg Basin | ||||
DOJ | U.S. Department of Justice | ||||
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Double E | Double E Pipeline, LLC | ||||
| Dth | one million British thermal units | ||||
EPA | Environmental Protection Agency | ||||
EPS | earnings or loss per share | ||||
| ERP | enterprise resource planning system | ||||
Exchange Act | Securities Exchange Act of 1934, as amended | ||||
FASB | Financial Accounting Standards Board | ||||
| FID | Final Investment Decision | ||||
| First Amended New Permian Transmission Facility | the New Permian Transmission Facility as amended by the First Incremental Amendment | ||||
| First Incremental Amendment | the August 31, 2026, $50.0 million incremental term loan increase of the New Permian Transmission Facility | ||||
| Fundare | Fundare Resources Company HoldCo, LLC and, solely for purposes of Section 9.19 of the Moonrise Acquisition (as defined below) purchase agreement, Fundare Resources Company, LLC | ||||
GAAP | accounting principles generally accepted in the United States of America | ||||
| Intercreditor Agreement | 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 Holdings and the other grantors referred to therein as reaffirmed and modified by the Notice of Reaffirmation | ||||
| Legacy Permian Transmission Credit Facilities | the credit facilities governed by the Credit Agreement, dated as of March 8, 2021, among Summit Permian Transmission, 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. This facility was paid off in full on March 16, 2026 by the New Permian Transmission Facility | ||||
Mbbl/d | one thousand barrels per day | ||||
Meadowlark Midstream | Meadowlark Midstream Company, LLC | ||||
MMcf/d | one million cubic feet per day | ||||
| Moonrise | Moonrise Midstream, LLC | ||||
| Moonrise Acquisition | the acquisition of Moonrise from Fundare for approximately $90.0 million, consisting of (i) a $70.0 million cash payment and (ii) the issuance of 462,265 shares of common stock of the Company | ||||
3
Table of Contents
MVC | minimum volume commitment | ||||
| New Permian Transmission Facility | the March 16, 2026, $440.0 million refinancing of the Legacy Permian Transmission Credit Facilities and the Permian Term Loan Facility, in the form of a new term loan facility | ||||
NGLs | natural gas liquids; the combination of ethane, propane, normal butane, iso-butane, and natural gasolines that when removed from unprocessed natural gas streams become liquid under various levels of higher pressure and lower temperature | ||||
Notice of Reaffirmation | Notice and Reaffirmation of Intercreditor Agreement, dated as of July 26, 2024, 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 and collateral agent for the initial second lien claimholders, acknowledged and agreed to by Summit Holdings and the other grantors referred to therein | ||||
NYSE | New York Stock Exchange | ||||
Partnership Common Units | common units representing limited partner interests of SMLP | ||||
play | a proven geological formation that contains commercial amounts of hydrocarbons | ||||
Permian Holdco | Summit Permian Transmission Holdco, LLC | ||||
| Permian Term Loan Facility | the term loan governed by the 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 | ||||
produced water | water from underground geologic formations that is a by-product of natural gas and crude oil production | ||||
SEC | U.S. Securities and Exchange Commission | ||||
Securities Act | Securities Act of 1933, as amended | ||||
segment adjusted EBITDA | total revenues less total costs and expenses; plus (i) other income excluding interest income, (ii) our proportional adjusted EBITDA for equity method investees, (iii) depreciation and amortization, (iv) adjustments related to MVC shortfall payments, (v) adjustments related to capital reimbursement activity, (vi) stock-based and noncash compensation, (vii) impairments, and (viii) other noncash expenses or losses, less other noncash income or gains | ||||
Series A Certificate of Designation | the Certificate of Designation of Series A Floating Rate Cumulative Redeemable Perpetual Preferred Stock of the Company | ||||
| Series A Preferred Stock | Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock issued by the Company | ||||
Series A Preferred Units | Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units issued by SMLP | ||||
shortfall payment | the payment received from a counterparty when its volume throughput does not meet its MVC for the applicable period | ||||
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Table of Contents
| SMC LTIP | Summit Midstream Corporation 2024 Long-Term Incentive Plan, as amended from time to time | ||||
SMLP | Summit Midstream Partners, LP | ||||
SMLP LTIP | SMLP 2022 Long-Term Incentive Plan | ||||
| SOFR | Secured Overnight Financing Rate | ||||
Subsidiary Series A Preferred Units | Series A Fixed Rate Cumulative Redeemable Preferred Units issued by Permian Holdco | ||||
Summit Holdings | Summit Midstream Holdings, LLC | ||||
Summit Investments | Summit Midstream Partners, LLC | ||||
Summit Permian Transmission | Summit Permian Transmission, LLC | ||||
Tall Oak Acquisition | the consummation of the transaction contemplated by the Business Contribution Agreement, dated as of October 1, 2024, by and among the Company, SMLP, and Tall Oak Midstream Holdings, LLC | ||||
Tall Oak Parent | Tall Oak Midstream Holdings, LLC | ||||
the Company | Summit Midstream Corporation and its subsidiaries | ||||
throughput volume | the volume of natural gas, crude oil, or produced water gathered, transported, or passing through a pipeline, plant, or other facility during a particular period; also referred to as volume throughput | ||||
unconventional resource basin | a basin where natural gas or crude oil production is developed from unconventional sources that require hydraulic fracturing as part of the completion process, for instance, natural gas produced from shale formations and coalbeds; also referred to as an unconventional resource play | ||||
| U.S. | United States of America | ||||
wellhead | the equipment at the surface of a well, used to control the well’s pressure; also, the point at which the hydrocarbons and water exit the ground | ||||
5
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
SUMMIT MIDSTREAM CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands, except share amounts) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Investment in Double E | |||||||||||
| Other noncurrent assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Trade accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Ad valorem taxes payable | |||||||||||
| Accrued compensation and employee benefits | |||||||||||
| Accrued interest | |||||||||||
| Accrued environmental remediation | |||||||||||
| Accrued settlement payable | |||||||||||
| Current portion of long-term debt | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Long-term debt, net | |||||||||||
| Noncurrent deferred revenue | |||||||||||
| Noncurrent accrued environmental remediation | |||||||||||
| Other noncurrent liabilities | |||||||||||
| TOTAL LIABILITIES | |||||||||||
Commitments and contingencies (See Note 9) | |||||||||||
| Mezzanine Equity | |||||||||||
Subsidiary Series A Preferred Units ( | |||||||||||
| Equity | |||||||||||
Series A Preferred Stock ( | |||||||||||
Common Stock, $ | |||||||||||
Class B Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total Company stockholders’ equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total Equity | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Table of Contents
SUMMIT MIDSTREAM CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Gathering services and related fees | $ | $ | $ | $ | |||||||||||||||||||
| Natural gas, NGLs and condensate sales | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
Total revenues | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of natural gas and NGLs | |||||||||||||||||||||||
| Operation and maintenance | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Transaction costs | |||||||||||||||||||||||
| Acquisition integration costs | |||||||||||||||||||||||
| (Gain) loss on asset sales, net | ( | ( | |||||||||||||||||||||
| Long-lived asset impairments | |||||||||||||||||||||||
Total costs and expenses | |||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Gain (loss) on interest rate swaps | ( | ||||||||||||||||||||||
| Loss on sale of business | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Income from equity method investees | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income attributable to Subsidiary Series A Preferred Units | ( | ( | ( | ||||||||||||||||||||
| Less: Net income attributable to Series A Preferred Stock | ( | ( | ( | ( | |||||||||||||||||||
| Add: Net (income) loss attributable to noncontrolling interest in SMLP | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to Summit Midstream Corporation | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income (loss) per share: | |||||||||||||||||||||||
Common stock – basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Common stock – diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Weighted-average number of shares outstanding: | |||||||||||||||||||||||
Common stock – basic | |||||||||||||||||||||||
Common stock – diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
Table of Contents
SUMMIT MIDSTREAM CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
| Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock Amount, at $ | Class B Common Stock Amount, at $ | Additional Paid-in Capital | Retained Earnings (Deficit) | Non controlling interest | Total Equity | ||||||||||||||||||||||||||||||||||||||
| Equity, December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Dividend paid on Series A Preferred Stock | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Tax withholdings and associated payments on vested SMC LTIP awards | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Share issuance | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Tax impact of Up-C Structure | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity shift | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Equity, March 31, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Dividend paid on Series A Preferred Stock | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares repurchased and redeemed under Share Repurchase Program | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Tax impact of Up-C Structure | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Tax withholdings and associated payments on vested SMC LTIP awards | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity shift | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Equity, June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Dividend paid on Series A Preferred Stock | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares repurchased and redeemed under Share Repurchase Program | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Tax impact of Up-C Structure | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Equity shift | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||
| Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock Amount, at $ | Class B Common Stock Amount, at $ | Additional Paid-in Capital | Retained Earnings (Deficit) | Non controlling interest | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity, December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend paid on Series A Preferred Stock | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholdings and associated payments on vested SMC LTIP awards | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Moonrise Acquisition | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B Common Stock and Partnership Common Units | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax impact of Up-C Structure | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity shift | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity, March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend paid on Series A Preferred Stock | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholdings and associated payments on vested SMC LTIP awards | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity shift | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity, June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend paid on Series A Preferred Stock | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholdings and associated payments on vested SMC LTIP awards | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Tax impact of Up-C Structure | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity shift | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SUMMIT MIDSTREAM CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Depreciation and amortization | |||||||||||
| Noncash lease expense | |||||||||||
| Amortization of debt issuance costs and other | |||||||||||
| Equity compensation | |||||||||||
| Income from equity method investee - Double E | ( | ( | |||||||||
| Distributions from equity method investee - Double E | |||||||||||
| (Gain) loss on sale of assets | ( | ||||||||||
| (Gain) loss on earn-out remeasurement | ( | ||||||||||
| Loss on sale of business | |||||||||||
| Unrealized (gain) loss on interest rate swaps | ( | ||||||||||
| Long-lived asset impairment | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Trade accounts payable | ( | ||||||||||
| Accrued expenses | ( | ||||||||||
| Deferred revenue, net | ( | ||||||||||
| Ad valorem taxes payable | |||||||||||
| Accrued interest | ( | ( | |||||||||
| Accrued environmental remediation, net | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Cash consideration paid for the acquisition of Moonrise, net of cash acquired | ( | ||||||||||
| Investment in equity method investee - Double E | ( | ( | |||||||||
| Proceeds from asset sale | |||||||||||
| Other, net | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Borrowings under First Amended New Permian Transmission Facility | |||||||||||
| Debt repayments - Legacy Permian Transmission Term Loan | ( | ( | |||||||||
| Borrowings on Amended and Restated ABL Facility | |||||||||||
Debt repayments - Amended and Restated ABL Facility | ( | ( | |||||||||
| Distributions and redemption of Subsidiary Series A Preferred Units | ( | ( | |||||||||
| Distributions on Series A Preferred Stock | ( | ( | |||||||||
| Related party shares issued for cash, net | |||||||||||
| Related party settlement of Tall Oak earn-out | ( | ||||||||||
| Repurchase of shares under Share Repurchase Program | ( | ||||||||||
| Issuance of Additional 2029 Secured Notes | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Net change in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SUMMIT MIDSTREAM CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION, BUSINESS OPERATIONS, AND PRESENTATION AND CONSOLIDATION
Organization. Summit Midstream Corporation (including its subsidiaries, collectively the “Company”) was incorporated under the laws of the State of Delaware on May 14, 2024, for the purpose of effecting the reorganization (the “Corporate Reorganization”) of Summit Midstream Partners, LP, a Delaware master limited partnership (“SMLP”), in which the Company was incorporated to serve as the new parent holding company of SMLP. The Company’s common stock, par value $0.01
The Company is a value-oriented company focused on developing, owning, and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations in the continental U.S. The Company’s business activities are primarily conducted through various operating subsidiaries, each of which is owned or controlled by its subsidiary holding company, Summit Midstream Holdings, LLC, a Delaware limited liability company (“Summit Holdings”).
Business Operations. The Company provides natural gas gathering, compression, treating, and processing services as well as crude oil and produced water gathering services pursuant to primarily long-term, fee-based agreements with its customers. In addition to these services, the Company provides freshwater delivery services pursuant to short-term agreements with customers. The Company’s results are primarily driven by the volumes of natural gas that it transports, gathers, compresses, treats, and/or processes as well as by the volumes of crude oil and produced water that it gathers.
Presentation and Consolidation. The Company prepares its condensed consolidated financial statements in accordance with GAAP, as established by the FASB and pursuant to the rules and regulations of the SEC pertaining to interim financial information. The unaudited condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations, and cash flows for the interim periods presented herein. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and related notes that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”).
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenues and expenses, and the disclosure of commitments and contingencies. Although management believes these estimates are reasonable, actual results could differ from management’s estimates.
The unaudited condensed consolidated financial statements include the assets, liabilities, and results of operations of the Company. All intercompany transactions among the consolidated entities have been eliminated in consolidation. Comprehensive income or loss is the same as net income or loss for all periods presented.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE COMPANY
Income Taxes. The Company accounts for income taxes, as required, under ASC 740, Accounting for Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the relevant years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in net income or loss in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
For transactions with shareholders, the tax effects of changes in the tax bases of assets and liabilities caused by transactions among or with shareholders are included in equity under the caption “Tax impact of Up-C Structure” in accordance with GAAP and reflected in the condensed consolidated statements of equity as an increase or decrease to equity.
The Company records income tax balances in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. For tax positions that do not meet the more-likely-than-not threshold, the Company records uncertain tax positions in accordance with ASC 740.
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New Accounting Standards Not Yet Implemented. ASU 2024-03, Income Statement—Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 is intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. This standard will be effective for annual reporting periods beginning in fiscal year 2027 and for interim periods beginning in fiscal year 2028, with early adoption permitted. The updates required by this standard should be applied prospectively, but retrospective application is permitted. The Company is currently assessing the impact this standard will have on its consolidated financial statement disclosures.
ASU 2025-11, Interim Reporting (“ASU 2025-11”). ASU 2025-11, is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements and interim disclosure requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently assessing the impact this standard will have on its consolidated financial statements.
Moonrise Acquisition. On March 10, 2025, the Company completed the transaction contemplated by the Membership Interest Purchase Agreement, dated as of March 10, 2025, by and among the Company, Summit Holdings, Fundare Resources Company HoldCo, LLC, a Delaware limited liability company (“Fundare”), and solely for purposes of Section 9.19 thereto, Fundare Resources Company, LLC, a Delaware limited liability company, pursuant to which Fundare contributed all of its equity interests in Moonrise Midstream, LLC, a Delaware limited liability company (“Moonrise”), to Summit Holdings in exchange for total consideration equal to approximately $90.0 million (the “Moonrise Acquisition”). Total consideration consisted of (i) a $70.0 million cash payment and (ii) the issuance of 462,265 shares of common stock of the Company.
The fair values of certain assets and liabilities, including property, plant and equipment and intangible assets, required the use of significant judgments and estimates.
The following table sets forth the fair value of the assets acquired and liabilities assumed as of the acquisition date.
| Moonrise Purchase Price Allocation (in thousands): | ||||||||
Total consideration paid for Moonrise (1) | $ | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Cash | ||||||||
Accounts receivable | ||||||||
Property, plant and equipment, net | ||||||||
Intangibles | ||||||||
| Other assets | ||||||||
| Trade accounts payable, accrued expenses, and other | ( | |||||||
Net assets acquired and liabilities assumed | $ | |||||||
(1) Purchase price consideration includes $17.9 million of equity consideration (462,265 shares valued at $38.71 per share on March 10, 2025) as well as $1.9 million of cash acquired.
The assets acquired and liabilities assumed were recorded at their estimated fair values at the date of the acquisition. Acquired working capital amounts are expected to approximate fair value due to their short-term nature. The fair values of acquired equipment and intangible assets are based on both available market data and cost and income approaches. These methods are considered Level 3 fair value estimates and include significant assumptions of future gathering and processing volumes, commodity prices, and operating and capital cost estimates, discounted using the weighted average cost of capital.
Intangible assets acquired consist of rights-of-way with a weighted average amortization period of approximately 30 years.
Pro Forma Information (Unaudited). The following table summarizes the unaudited pro forma condensed financial information of the Company as if the Moonrise Acquisition had occurred on January 1, 2025:
| Nine Months Ended September 30, 2025 | |||||
Revenues | $ | ||||
| Net income | $ | ||||
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The unaudited pro forma information is for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the Moonrise Acquisition been completed on January 1, 2025, nor is it necessarily indicative of future operating results. Subsequent to the Moonrise Acquisition, during the second quarter of 2025, the Company integrated the Moonrise assets within its Niobrara G&P system. As a result of the integration, it is impractical to disclose the amounts of revenues and earnings that the Moonrise Acquisition contributed to the Company’s condensed consolidated statements of operations during subsequent reporting periods.
4. REVENUE
The following table presents estimated revenue, as of September 30, 2026, expected to be recognized during the remainder of 2026 and over the remaining contract period related to performance obligations that are unsatisfied and consist of estimated MVC shortfall payments.
| (In thousands) | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | |||||||||||||||||||||||||||||
| Gathering services and related fees | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Revenue by Category. In the following tables, revenue is disaggregated by geographic area and major products and services. See Note 16 - Segment Information for additional information.
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Gathering services and related fees | Natural gas, NGLs, and condensate sales | Other revenues | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Reportable Segments: | |||||||||||||||||||||||
| Rockies | $ | $ | $ | $ | |||||||||||||||||||
| Permian | |||||||||||||||||||||||
| Mid-Con | |||||||||||||||||||||||
| Piceance | |||||||||||||||||||||||
| Total reportable segments | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Gathering services and related fees | Natural gas, NGLs, and condensate sales | Other revenues | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Reportable Segments: | |||||||||||||||||||||||
| Rockies | $ | $ | $ | $ | |||||||||||||||||||
| Permian | |||||||||||||||||||||||
| Mid-Con | |||||||||||||||||||||||
| Piceance | |||||||||||||||||||||||
| Total reportable segments | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Gathering services and related fees | Natural gas, NGLs, and condensate sales | Other revenues | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Reportable Segments: | |||||||||||||||||||||||
| Rockies | $ | $ | $ | $ | |||||||||||||||||||
| Permian | |||||||||||||||||||||||
| Mid-Con | |||||||||||||||||||||||
| Piceance | |||||||||||||||||||||||
| Total reportable segments | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Gathering services and related fees | Natural gas, NGLs, and condensate sales | Other revenues | Total | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Reportable Segments: | |||||||||||||||||||||||
| Rockies | $ | $ | $ | $ | |||||||||||||||||||
| Permian | |||||||||||||||||||||||
| Mid-Con | |||||||||||||||||||||||
| Piceance | |||||||||||||||||||||||
| Total reportable segments | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
5. PROPERTY, PLANT AND EQUIPMENT
Details on the Company’s property, plant and equipment follow:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
| Gathering and processing systems and related equipment | $ | $ | |||||||||
| Construction in progress | |||||||||||
| Land and line fill | |||||||||||
| Other | |||||||||||
Total | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
Property, plant and equipment, net | $ | $ | |||||||||
Depreciation expense and capitalized interest for the Company follow:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | |||||||||||||||||||
| Capitalized interest | |||||||||||||||||||||||
6. EQUITY METHOD INVESTMENT
As of September 30, 2026, the Company has an equity method investment in Double E, the balance of which is included within the Investment in Double E caption on the unaudited condensed consolidated balance sheet. The Company has determined that
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7. DEFERRED REVENUE
The balances in deferred revenue as of September 30, 2026 and December 31, 2025, are primarily related to contributions in aid of construction, which will be recognized as revenue over the life of the contract. An update of current and noncurrent deferred revenue follows:
| Current | Noncurrent | ||||||||||
| (In thousands) | |||||||||||
| Deferred revenue, December 31, 2025 | $ | $ | |||||||||
| Add: additions | |||||||||||
| Less: reclassifications to current deferred revenue, revenue recognized, and other | ( | ( | |||||||||
| Deferred revenue, September 30, 2026 | $ | $ | |||||||||
8. DEBT
Debt for the Company as of September 30, 2026 and December 31, 2025, follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
Amended and Restated ABL Facility: Summit Holdings’ asset-based credit facility due July 2029 | $ | $ | |||||||||
First Amended New Permian Transmission Facility: Summit Permian Transmission’s variable rate senior secured term loan due March 2031 | |||||||||||
Legacy Permian Transmission Term Loan: Summit Permian Transmission’s variable rate senior secured term loan due January 2028 | |||||||||||
2029 Secured Notes: | |||||||||||
| Less: unamortized debt discount, premium and debt issuance costs | ( | ( | |||||||||
| Total debt, net of unamortized debt discount, premium, and debt issuance costs | |||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
Amended and Restated ABL Facility. Concurrently with the issuance of the 2029 Secured Notes, as discussed below, on July 26, 2024, Summit Holdings, as borrower, amended and restated its existing first-lien, senior secured credit agreement pursuant to the Amended and Restated ABL Agreement, consisting of a $500.0 million asset-based revolving credit facility (the “Amended and Restated ABL Facility”), subject to a borrowing base consisting of a percentage of eligible accounts receivable of Summit Holdings and certain of its subsidiaries that guarantee the Amended and Restated ABL Facility (collectively, the “Amended and Restated ABL Facility Subsidiary Guarantors”) and a percentage of eligible above-ground fixed assets including eligible compression units, processing plants, compression stations, and related equipment of Summit Holdings and the Amended and Restated ABL Facility Subsidiary Guarantors.
The Amended and Restated ABL Facility will mature on the earliest of (a) July 26, 2029, (b) July 31, 2029 if either (i) the outstanding amount of the 2029 Secured Notes (or any refinancing debt permitted under the Amended and Restated ABL Facility in respect thereof that has a final maturity date, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption, or sinking fund obligation prior to the date that is 91 days after the Amended and Restated ABL Termination Date (as defined below) (provided, that the terms of such permitted refinancing debt may (x) require the payment of interest from time to time and (y) include customary mandatory redemptions, prepayments or offers to purchase with proceeds of asset sales or upon the occurrence of a change of control)) on such date equals or exceeds $50.0 million or (ii) the outstanding amount of such debt described in clause (i) above on such date is less than $50.0 million and Liquidity (as defined in the Amended and Restated ABL Agreement) at any time on or after such date is less than the sum of (A) such outstanding amount and (B) the greater of (x) 10 % of the aggregate Commitments (as defined in the Amended and Restated ABL Agreement) then in effect and (y) $50.0 million (and, for the avoidance of doubt, once the Amended and Restated ABL Termination Date occurs it may not be unwound as a result of Liquidity (as defined in the Amended and Restated ABL Agreement) increasing on a subsequent date), and (c) any date on which the aggregate Commitments terminate thereunder (such date, the “Amended and Restated ABL Termination Date”). As of September 30, 2026, the Amended and Restated ABL Facility will mature on July 26, 2029.
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Borrowings under the Amended and Restated ABL Facility bear interest, at the election of Summit Holdings, at a SOFR-based rate or a base rate, in each case, plus an applicable borrowing margin based on the Company’s Total Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement consistent with the Amended and Restated ABL Facility). The applicable margin for base rate loans varies from 1.50 % to 2.25 % and the applicable margin for SOFR-based loans varies from 2.50 % to 3.25 %, in each case, depending on the Company’s Total Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement).
The Amended and Restated ABL Facility (together with certain Secured Bank Product Obligations (as defined in the Amended and Restated ABL Agreement)) is jointly and severally guaranteed, on a senior first-priority secured basis (subject to permitted liens), by SMLP, Summit Holdings, and each of the Amended and Restated ABL Facility Subsidiary Guarantors.
The Amended and Restated ABL Facility restricts, among other things, Summit Holdings’ and its Restricted Subsidiaries’ (as defined in the Amended and Restated ABL Agreement) ability and the ability of certain of their subsidiaries to: (i) incur additional debt or issue preferred stock; (ii) make distributions or repurchase equity; (iii) make payments on or redeem junior lien, unsecured, or subordinated indebtedness; (iv) create liens or other encumbrances; (v) make investments, loans, or other guarantees; (vi) engage in transactions with affiliates; and (vii) make acquisitions or merge or consolidate with another entity. These covenants are subject both to a number of important exceptions and qualifications.
The Amended and Restated ABL Facility requires that Summit Holdings not permit (i) the First Lien Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement) as of the last day of any fiscal quarter to be greater than 2.50 :1.00, or (ii) the Interest Coverage Ratio (as defined in the Amended and Restated ABL Agreement) as of the last day of any fiscal quarter to be less than 2.00 :1.00. As of September 30, 2026, the First Lien Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement) was 0.34 :1.00 and the Interest Coverage Ratio was 2.95 :1.00. As of September 30, 2026, the Company was in compliance with the financial covenants of the Amended and Restated ABL Facility.
The Amended and Restated ABL Facility contains certain events of default customary for instruments of this type. In the case of an event of default arising from certain events of bankruptcy, insolvency, or reorganization with respect to Summit Holdings, all outstanding obligations (as defined in the Amended and Restated ABL Agreement) will become due and payable immediately without further action or notice and all Commitments (as defined in the Amended and Restated ABL Agreement) under the Amended and Restated ABL Facility will terminate.
Pursuant to the Amended and Restated ABL Agreement, the obligations (as defined in the Amended and Restated ABL Agreement) are generally secured by a first priority lien on and security interest in (subject to permitted liens), subject to certain exclusions and limitations set forth in the Amended and Restated ABL Agreement, (i) substantially all of the personal property of Summit Holdings and the Amended and Restated ABL Facility Subsidiary Guarantors, (ii) all equity interests in Summit Holdings and certain other entities, all debt securities and certain rights related to the foregoing, in each case, owned by the Company, (iii) Closing Date Material Gathering Station Real Property and Closing Date Pipeline Material Gathering Station Real Property (each, as defined in the Amended and Restated ABL Agreement) and certain other material real property interests (including improvements thereon) of Summit Holdings and the Amended and Restated ABL Facility Subsidiary Guarantors as provided in the Amended and Restated ABL Agreement, and (iv) all proceeds of the foregoing collateral.
As of September 30, 2026, the applicable margin under the adjusted SOFR borrowings was 2.750 %, the interest rate was 6.75 %, and the total available borrowing capacity totaled $417.3 million, after giving effect to the issuance of $2.7 million in outstanding but undrawn irrevocable standby letters of credit.
Intercreditor Agreement. On November 2, 2021, Summit Holdings and the other guarantors party thereto entered into an Intercreditor Agreement (as modified by the Notice of Reaffirmation (as defined below), the “Intercreditor Agreement”) with 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, which was reaffirmed by Bank of America, N.A., in connection with its entry into the Amended and Restated ABL Facility, and which Regions Bank joined as an additional second lien representative for the additional second lien claimholders and additional second lien collateral agent for the additional second lien claimholders, in each case, pursuant to that certain Notice and Reaffirmation of Intercreditor Agreement (the “Notice of Reaffirmation”), dated as of July 26, 2024, substantially concurrently with the entry into the Amended and Restated ABL Facility. The Intercreditor Agreement establishes (i) a first-priority lien (subject to permitted liens) status for the liens on the collateral securing the ABL Facility (and will apply to the Amended and Restated ABL Facility) and any additional first-lien indebtedness, and (ii) a junior priority lien (subject to permitted liens) status for the liens on the collateral securing the 2029 Secured Notes.
New Permian Transmission Facility. On March 16, 2026, the Company’s unrestricted subsidiary, Summit Permian Transmission, entered into a $440.0 million refinancing of the Legacy Permian Transmission Credit Facilities in the form of the New Permian Transmission Facility bearing interest at SOFR plus 4.00 % per annum and with a maturity in March 2031 (the “New Permian Transmission Facility”). The New Permian Transmission Facility consists of $340.0 million in initial term loan
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commitments, $50.0 million in delayed draw commitments (with a commitment fee of 1.00 % per annum), and a $50.0 million uncommitted incremental facility. In accordance with the terms of the New Permian Transmission Facility, Summit Permian Transmission is required to make mandatory quarterly principal repayments in the amount of 0.25 % of the principal amount outstanding on each quarterly payment date beginning March 31, 2027.
The New Permian Transmission Facility is used to finance Summit Permian Transmission’s capital calls associated with its investment in Double E, debt service, and for other general corporate purposes. Generally, unexpended proceeds from draws on the New Permian Transmission Facility are classified as restricted cash on the accompanying unaudited condensed consolidated balance sheets until such time as Summit Permian Transmission’s total debt to EBITDA ratio is less than 6.00 :1.00.
First Amended New Permian Transmission Facility. On August 31, 2026, Summit Permian Transmission and Permian Holdco entered into the Incremental Amendment No. 1 to the New Permian Transmission Facility (the “First Incremental Amendment”) amending the New Permian Transmission Facility (as amended by the First Incremental Amendment, the “First Amended New Permian Transmission Facility”), pursuant to which certain lenders under the New Permian Transmission Facility committed to provide the $50.0 million incremental facility. This new incremental term loan constitutes an Incremental Term Loan” under the New Permian Transmission Facility, with terms, rights, remedies, privileges, and protections that are identical to the initial term loans under the New Permian Transmission Facility.
As of September 30, 2026, the applicable margin under the adjusted term SOFR borrowings was 4.000 % and the interest rate was 8.08 %. The available committed portion of the First Amended New Permian Transmission Facility totaled $80.0 million and is subject to a commitment fee of 1.0 %. As of September 30, 2026, Summit Permian Transmission has outstanding letters of credit aggregating to $7.0 million.
As of September 30, 2026, Summit Permian Transmission entered into interest rate hedges with notional amounts representing approximately 28 % of the total outstanding amount of First Amended New Permian Transmission Facility at a fixed SOFR-based rate of 3.65 %. As of September 30, 2026, the Company was in compliance with the financial covenants of the First Amended New Permian Transmission Facility.
Legacy Permian Transmission Credit Facilities. On March 8, 2021, SMLP’s unrestricted subsidiary, Summit Permian Transmission, entered into a Credit Agreement which allowed for $175.0 million of senior secured credit facilities (the “Legacy Permian Transmission Credit Facilities”), including a $160.0 million Term Loan Facility and a $15.0 million working capital facility. On March 16, 2026, Summit Permian Transmission refinanced the Legacy Permian Transmission Credit Facilities and all amounts previously outstanding were paid in full.
Legacy Permian Transmission Term Loan. In accordance with the terms of the Legacy Permian Transmission Credit Facilities, in January 2022, the Permian Term Loan Facility was converted into a Term Loan (the “Legacy Permian Transmission Term Loan”). The Legacy Permian Transmission Term Loan was due January 2028. On March 16, 2026, Summit Permian Transmission refinanced the Legacy Permian Transmission Credit Facilities and all amounts previously outstanding, including the Legacy Permian Transmission Term Loan, were paid in full.
2029 Secured Notes. On July 26, 2024, Summit Holdings issued $575.0 million aggregate principal amount of 8.625 % Senior Secured Second Lien Notes due 2029 (the “2029 Secured Notes”). The 2029 Secured Notes are guaranteed on a senior second-priority basis by Summit Midstream Corporation and certain of Summit Midstream Corporation’s existing and future subsidiaries and are secured on a second-priority basis by substantially the same collateral that is pledged for the benefit of the lenders under the Amended and Restated ABL Facility. On January 10, 2025, Summit Holdings issued an additional $250.0 million in aggregate principal amount of 2029 Secured Notes, at a price of 103.375 % of their face value, as additional notes under the same indenture pursuant to which, on July 26, 2024, Summit Holdings issued $575.0 million in aggregate principal amount of 2029 Secured Notes. As of September 30, 2026, $825.0 million of the 2029 Secured Notes were outstanding. The 2029 Secured Notes mature on October 31, 2029, and have interest payable semi-annually in arrears on each February 15 and August 15.
On or after July 31, 2026, Summit Holdings may redeem all or a portion of the 2029 Secured Notes in whole at any time or in part from time to time at the following redemption prices (expressed as percentages of the principal amount) plus accrued and unpaid interest if redeemed during the periods indicated below:
| Period | Redemption Price | |||||||
July 31, 2026 to July 30, 2027 | % | |||||||
July 31, 2027 to July 30, 2028 | % | |||||||
July 31, 2028 and thereafter | % | |||||||
As of September 30, 2026, the Company was in compliance with the financial covenants of the indenture governing the 2029 Secured Notes.
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9. COMMITMENTS AND CONTINGENCIES
Environmental Matters. Although the Company believes that it is in material compliance with applicable environmental regulations, the risk of environmental remediation costs and liabilities is inherent in pipeline ownership and operation. Furthermore, the Company can provide no assurances that significant environmental remediation costs and liabilities will not be incurred in the future. The Company is currently not aware of any material contingent liabilities that exist with respect to environmental matters, except as noted below.
As of September 30, 2026, the Company has recognized (i) a current liability for remediation effort expenditures expected to be incurred within the next 12 months, and (ii) a noncurrent liability for estimated remediation expenditures expected to be incurred subsequent to September 30, 2027. Each of these amounts represents the Company’s best estimate for costs expected to be incurred. Neither of these amounts has been discounted to present value.
An update of the Company’s undiscounted accrued environmental remediation is as follows and is primarily related to the 2015 Blacktail Release and other environmental remediation activities, as detailed below.
| (In thousands) | |||||
| Accrued environmental remediation, December 31, 2025 | $ | ||||
Payments made | ( | ||||
Changes in estimates | ( | ||||
| Accrued environmental remediation, September 30, 2026 | $ | ||||
In 2015, SMLP learned of the rupture of a four-inch produced water gathering pipeline on the Meadowlark Midstream system near Williston, North Dakota (“2015 Blacktail Release”). On August 4, 2021, subsidiaries of SMLP entered into the following agreements to resolve the U.S. federal and North Dakota state governments’ environmental claims with respect to the 2015 Blacktail Release: (i) a Consent Decree with the U.S. Department of Justice (“DOJ”), the U.S. Environmental Protection Agency (“EPA”), and the State of North Dakota (“Consent Decree”); (ii) a Plea Agreement with the United States (“Plea Agreement”); and (iii) a Consent Agreement with the North Dakota Industrial Commission (“Consent Agreement” together with the Consent Decree and Plea Agreement, the “Global Settlement”). As of September 30, 2026 and December 31, 2025, the accrued loss liability for the 2015 Blacktail Release was $2.3 million and $8.3 million, respectively is recorded within accrued settlement payable on the condensed consolidated balance sheets.
Key terms of the Global Settlement included (i) payment of penalties and fines totaling $36.3 million, consisting of $1.25 million in natural resource damages payable to federal and state governments, $25.0 million payable to the federal government over 5 years, and $10.0 million payable to state governments over, for the federal and state civil amounts, six years and, for the federal criminal amounts, five years , with interest applied to unpaid amounts accruing at, for the federal and state civil amounts, a fixed rate of 3.25 % and, for the federal criminal amounts, a variable rate set by statute, and of which $2.3 million is expected to be paid within the next twelve months; (ii) continuation of remediation efforts at the site of the 2015 Blacktail Release; (iii) other injunctive relief, including, but not limited to, control room management, environmental management system audit, training, and reporting; (iv) guilty pleas by defendant Summit Midstream Partners, LLC (the “Defendant”) for (a) one charge of negligent discharge of a harmful quantity of oil and (b) one charge of knowing failure to immediately report a discharge of oil; and (v) organizational probation for a minimum period of three years from sentencing on December 6, 2021, including payment in full of certain components of the fines and penalty amounts. The agreements comprising the Global Settlement were subject to the approval of the U.S. District Court for the District of North Dakota (the “U.S. District Court”). The U.S. District Court entered an order making the civil components of the Global Settlement effective on September 28, 2021, and accepted the sentencing in the Plea Agreement on December 6, 2021, completing approval of the Global Settlement.
Subsidiaries of the Company are also participating in two proceedings before the EPA as a result of the Plea Agreement becoming effective. Following the U.S. District Court’s entering judgment on Defendant subsidiary’s guilty plea to one count of negligent discharge of produced water in violation of the Clean Water Act, Defendant subsidiary was statutorily debarred by operation of law pursuant to 33 U.S.C. § 1368(a) to participate in federal awards performed at the “violating facility,” which EPA determined to be the Marmon subsystem of the produced water gathering system in North Dakota. The scope and effect of the debarment as defined do not materially affect the Company’s operations. Defendant has submitted a petition for reinstatement, which was denied by the EPA’s suspension and debarment office (“SDO”) on July 11, 2022. The SDO determined that the term of probation in the Plea Agreement was the appropriate period of time to demonstrate Defendant subsidiary’s change of corporate attitude, policies, practices, and procedures. SMLP and certain subsidiaries of the Company have also received a show cause notice from the EPA requesting the Company to “show cause” why SDO should not issue a Notice of Proposed Debarment to the Defendant subsidiary and certain affiliates under 2 C.F.R. § 180.800(d), to which SMLP has responded, and in which proceeding no further developments have occurred.
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Legal Proceedings. The Company is involved in various litigation and administrative proceedings arising in the ordinary course of business. In the opinion of management, any liabilities, which include insured claims, would not individually or in the aggregate have a material adverse effect on the Company’s financial position or results of operations. When a liability is covered by insurance, the Company reports the gross liability for the loss and a separate asset for the estimate of the probable amount recoverable from the insurance company.
10. FINANCIAL INSTRUMENTS
Fair Value. A summary of the estimated fair value of the Company’s debt instruments follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
Carrying value (1) | Estimated fair value (Level 2) | Carrying value (1) | Estimated fair value (Level 2) | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
2029 Secured Notes | $ | $ | $ | $ | |||||||||||||||||||
(1) Excludes applicable unamortized debt issuance costs, debt discounts, and debt premiums.
The carrying values on the balance sheets of the Amended and Restated ABL Facility, the First Amended New Permian Transmission Facility, and the Legacy Permian Transmission Term Loan represented their fair value due to their variable interest rates. The fair value of the 2029 Secured Notes is based on an average of nonbinding broker quotes as of September 30, 2026 and December 31, 2025. The use of different market assumptions or valuation methodologies may have a material effect on their estimated fair value.
Related Party - Tall Oak Deferred Earn-Out. In connection with the Tall Oak Acquisition in 2024, the Company recognized a deferred earn-out liability to Tall Oak Parent, a related party. On March 31, 2026, the deferred earn-out was settled with Tall Oak Parent in full, with Tall Oak Parent receiving a cash payment of $22.0 million. As of December 31, 2025, the estimated fair value of the deferred earn-out was $21.5 million and was reflected within other current liabilities. During the nine months ended September 30, 2026 and 2025, the Company recorded a $0.5 million loss and a $7.9 million gain on the fair value remeasurement of the Tall Oak deferred earn-out, respectively.
The estimated fair value of the Company’s deferred earn-out was remeasured at each reporting period and estimated using discounted cash flow techniques with appropriate discount rates. Given the unobservable nature of the inputs, the fair value measurement of the deferred earn-out was deemed to use Level 3 inputs.
Interest Rate Swaps. For both the New Permian Transmission Facility and the Legacy Permian Transmission Term Loan, the Company entered into amortizing interest rate swap agreements. These interest rate swaps manage exposure to variability in expected cash flows attributable to interest rate risk. Interest rate swaps convert a portion of the Company’s variable rate debt to fixed rate debt, and the Company chooses counterparties for its derivative instruments that it believes are creditworthy at the time the transactions are entered into. However, there can be no assurance that a counterparty will be able to meet its obligations to the Company. The Company presents its derivative positions on a gross basis and does not net the asset and liability positions.
As of September 30, 2026 and December 31, 2025, the outstanding notional amounts of interest rate swaps were $100.0 million and $101.5 million, respectively. As of September 30, 2026, the Company’s interest rate swap agreement was in an asset position, had a fair value of $2.5 million, and was recorded within other noncurrent assets on the accompanying unaudited condensed consolidated balance sheets. As of December 31, 2025, the Company’s interest rate swap agreements had a fair value of $6.6 million and were recorded within other noncurrent assets on the accompanying unaudited condensed consolidated balance sheets. The derivative instruments’ fair value is determined using Level 2 inputs from the fair value hierarchy.
For the three months ended September 30, 2026 and 2025, the Company recorded a gain on interest rate swaps of $1.9 million and a gain of $0.1 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded a gain of $2.7 million and a loss of $1.3 million, respectively.
In connection with the 2026 refinancing of the Legacy Permian Transmission Term Loan, the Company settled its then outstanding amortizing interest rate swap agreements for $6.7 million in cash.
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11. EQUITY AND MEZZANINE EQUITY
Common Stock. An update on the number of outstanding shares of common stock follows for the period from December 31, 2025 to September 30, 2026:
| Shares of Common Stock | ||||||||
| Shares, December 31, 2025 | ||||||||
| Shares issued for SMC LTIP, net | ||||||||
| Related party shares issued for cash | ||||||||
| Repurchase of shares under Share Repurchase Program | ( | |||||||
| Shares, September 30, 2026 | ||||||||
Related Party Shares Issued for Cash. On March 31, 2026, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company, SMLP, and Tall Oak Parent, and, solely for purposes of modifying certain existing registration rights as detailed in the Purchase Agreement, Connect Midstream, LLC, a Delaware limited liability company, the Company issued and sold to Tall Oak Parent 1,351,351 shares of common stock of the Company in exchange for $41.5 million of cash proceeds, net of $0.5 million of issuance costs. The shares were issued at a price of $31.08 per share, which represented the “Minimum Price” in accordance with NYSE regulations. The shares are subject to a 6-month lock-up period and other terms and conditions.
Share Repurchase Program. In June 2026, the Company’s Board of Directors authorized a share repurchase program of up to $35.0 million of the Company’s outstanding common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, repurchases of shares of the Company’s common stock may be made from time to time in the open market, through privately negotiated transactions, block purchases, or otherwise, including through a Rule 10b5-1 trading plan, in compliance with applicable federal and state securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases will be determined by management at its discretion based on a variety of factors, including business and market conditions, the trading price of the Company’s common stock, compliance with debt covenants, and certain other considerations. The Share Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no fixed expiration date, and may be suspended or discontinued at any time.
As of September 30, 2026, the Company has repurchased 41,631 shares of common stock for an aggregate purchase price of $1.2 million, excluding applicable excise taxes, under the Share Repurchase Program. As of September 30, 2026, approximately $33.8 million remained available for future repurchases.
Class B Common Stock. In the Tall Oak Acquisition, the Company issued shares of non-economic Class B Common Stock to Tall Oak Parent. Shares of Class B Common Stock have Company voting rights and are exchangeable along with the associated Partnership Common Units for shares of the Company’s common stock at the election of the holder for no additional consideration.
An update on the number of shares of Class B Common Stock follows for the period from December 31, 2025 to September 30, 2026.
| Shares of Class B Common Stock | |||||
| Shares, December 31, 2025 | |||||
| 2026 activity | |||||
| Shares, September 30, 2026 | |||||
Series A Preferred Stock. The Series A Preferred Stock ranks senior to (i) shares of common stock and Class B Common Stock and (ii) each other class or series of Company interests or other equity securities in the Company that may be established in the future that expressly ranks junior to the Series A Preferred Stock as to the payment of dividends and amounts payable upon a liquidation event. The Series A Preferred Stock ranks equal in all respects with each class or series of Company interests or other equity securities in the Company that may be established in the future that is not expressly made senior or subordinated to the Series A Preferred Stock as to the payment of dividends and amounts payable upon a liquidation event. The Series A Preferred Stock ranks junior to (i) all of the Company’s existing and future indebtedness and other liabilities with respect to assets available to satisfy claims against the Company and (ii) each other class or series of Company interests or other equity securities in the Company established in the future that is expressly made senior to the Series A Preferred Stock as to the payment of dividends and amounts payable upon a liquidation event.
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Dividends on the Series A Preferred Stock are cumulative and compounding and are payable quarterly in arrears on the 15th day of March, June, September, and December of each year (each, a “Dividend Payment Date”) to holders of record as of the close of business on the first business day of the month of the applicable Dividend Payment Date, in each case, when, as, and if declared by the Board of Directors out of legally available funds for such purpose. The dividend rate for the Series A Preferred Stock is equal to the three-month SOFR plus a spread of 7.69 %. The variable rate established on September 15, 2026, for the period ending December 14, 2026 was 11.6 %.
The Board of Directors reinstated cash dividends on its Series A Preferred Stock beginning on March 14, 2025. During the nine months ended September 30, 2026 and 2025, cash dividend payments totaling $53.2 million and $10.1 million were paid, respectively. The cash dividend payment during the nine months ended September 30, 2026, includes a payment of $46.3 million for accrued and unpaid dividends owed from March 15, 2020 to December 14, 2024.
As of September 30, 2026 and December 31, 2025, the Company had 65,508
Partnership Common Units. In the Tall Oak Acquisition, SMLP issued Partnership Common Units to Tall Oak Parent. Such Partnership Common Units are exchangeable along with the associated shares of Class B Common Stock for shares of the Company’s common stock at the election of the holder for no additional consideration.
An update on the number of Partnership Common Units for the period from December 31, 2025 to September 30, 2026 follows:
| Partnership Common Units owned by Tall Oak Parent | Partnership Common Units Owned by the Company | Total Partnership Common Units | |||||||||||||||
| Units, December 31, 2025 | |||||||||||||||||
| Units issued for SMC LTIP, net | |||||||||||||||||
| Related party units issued for cash | |||||||||||||||||
| Redemption of units under Share Repurchase Program | ( | ( | |||||||||||||||
| Units, September 30, 2026 | |||||||||||||||||
Subsidiary Series A Preferred Units. Until March 2026, Summit Permian Transmission Holdco, LLC (“Permian Holdco”) had Series A Fixed Rate Cumulative Redeemable Preferred Units (“Subsidiary Series A Preferred Units”) that ranked senior to each other class or series of limited liability company interests or other equity securities in Permian Holdco that may have been established in the future that expressly ranked junior to the Subsidiary Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event. The Subsidiary Series A Preferred Units ranked equal in all respects with each class or series of limited liability company interests or other equity securities in Permian Holdco that may have been established in the future that was not expressly made senior or subordinated to the Subsidiary Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event. The Subsidiary Series A Preferred Units ranked junior to (i) all future indebtedness of Permian Holdco or its subsidiaries and other liabilities with respect to assets available to satisfy claims against Permian Holdco and (ii) each other class or series of limited liability company interests or other equity securities in Permian Holdco established in the future that was expressly made senior to the Subsidiary Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event. Income was allocated to the Subsidiary Series A Preferred Units in an amount equal to the earned distributions for the respective reporting period.
In March 2026, the Company redeemed all outstanding Subsidiary Series A Preferred Units. The following table shows the change in the Company’s Subsidiary Series A Preferred Unit balance from December 31, 2025 to September 30, 2026, net of $0.6 million of unamortized issuance costs as of December 31, 2025:
| (In thousands) | |||||
| Balance, December 31, 2025 | $ | ||||
| Redemption accretion, net of issuance cost amortization | |||||
| Cash distribution and redemption | ( | ||||
| Balance, September 30, 2026 | $ | ||||
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Noncontrolling interest. Noncontrolling interest represents the portion of net assets in the Company’s consolidated subsidiaries that are not wholly owned by the Company. The Company’s noncontrolling interest is recorded at carrying value and is reported as a component of equity on the condensed consolidated balance sheet. As of September 30, 2026, the Company’s noncontrolling interest is approximately 32 % of the net assets of SMLP. The noncontrolling interest will be adjusted in the future for (i) any net income or loss generated by SMLP, and (ii) any equity shifts resulting from the issuance of common stock in connection with the SMC LTIP, or certain changes to SMLP’s capital accounts.
The following table shows the changes in noncontrolling interest during the periods presented:
| Noncontrolling Interest | ||||||||
| (In thousands) | ||||||||
| Balance, December 31, 2025 | $ | |||||||
| Net income | ||||||||
| Equity shift | ( | |||||||
| Balance as of September 30, 2026 | $ | |||||||
Equity shift - Change in Ownership of Consolidated Subsidiary. During the nine months ended September 30, 2026, the Company had an equity shift and its noncontrolling interest was reduced by $78.0 million. During the nine months ended September 30, 2026, the Company increased its ownership of SMLP as a result of certain Partnership Common Unit issuances resulting from SMC LTIP vesting events and the Company’s related party share issuance, partially offset by the repurchase and redemption of SMC shares under the Share Repurchase Program. The result of these equity transactions was an increase of the Company’s ownership percentage of SMLP and a corresponding decrease of the ownership percentage of SMLP held by the noncontrolling interest owner.
Dividend Policy. In March 2020, SMLP suspended cash distributions to holders of its common units and Series A Preferred Units, commencing with respect to the quarter ended March 31, 2020. Upon the consummation of the Corporate Reorganization, all accumulated and unpaid distributions on the Series A Preferred Units were deemed by the Series A Certificate of Designation to be Series A Unpaid Cash Dividends (as defined in the Series A Certificate of Designation) per share of Series A Preferred Stock, and any rights to accumulated and unpaid distributions on such Series A Preferred Units were discharged. Because the Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights, any accrued dividends on the Series A Preferred Stock must first be paid prior to the initiation of dividends to holders of the Company’s common stock. As mentioned above, during the quarter ended March 31, 2025, the Company resumed distributions on its Series A Preferred Stock. Further, in March 2026, the Company repaid accrued and unpaid dividends on its Series A Preferred Stock, including the $46.3 million for accrued and unpaid dividends owed from March 15, 2020 to December 14, 2024.
Absent a material change to the Company’s business, the Company does not expect to pay dividends to holders of the Company’s common stock in the foreseeable future. Any future dividend payments will depend on the Company’s financial condition, market conditions, and other matters deemed relevant by the Board of Directors. Additionally, the Company’s ability to pay dividends is subject to restrictions on dividends under the Amended and Restated ABL Facility, Series A Preferred Stock, and the indenture governing the 2029 Secured Notes.
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12. EARNINGS PER SHARE
The following table details the components of EPS.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands, except per-share amounts) | (In thousands, except per-share amounts) | ||||||||||||||||||||||
| Numerator for basic and diluted EPS: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income attributable to Subsidiary Series A Preferred Units | ( | ( | ( | ||||||||||||||||||||
| Less: Net income attributable to Series A Preferred Stock | ( | ( | ( | ( | |||||||||||||||||||
| Add: Net (income) loss attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to Summit Midstream Corporation | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Denominator for basic and diluted EPS: | |||||||||||||||||||||||
| Weighted-average number of shares outstanding – basic | |||||||||||||||||||||||
| Effect of nonvested restricted stock units | |||||||||||||||||||||||
| Effect of assumed conversion and elimination of noncontrolling interest and net income | |||||||||||||||||||||||
| Weighted-average number of shares outstanding – diluted | |||||||||||||||||||||||
| Net income (loss) per share: | |||||||||||||||||||||||
| Common Stock – basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Common Stock – diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Class B Common Stock - basic and diluted | $ | $ | $ | $ | |||||||||||||||||||
| Nonvested anti-dilutive restricted shares excluded from the calculation of diluted EPS | |||||||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
13. SUPPLEMENTAL CASH FLOW INFORMATION
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| Supplemental cash flow information: | |||||||||||
| Cash interest paid | $ | $ | |||||||||
| Cash paid for taxes | $ | $ | |||||||||
| Noncash investing and financing activities: | |||||||||||
| Capital expenditures in trade accounts payable (period-end accruals) | $ | $ | |||||||||
| Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization | $ | $ | |||||||||
| Equity consideration for Moonrise Acquisition | $ | $ | |||||||||
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14. EQUITY COMPENSATION
SMC Long-Term Incentive Plan. In connection with the consummation of the Corporate Reorganization, the Company assumed SMLP’s 2022 Long-Term Incentive Plan, as amended by the First Amendment, effective as of March 16, 2022 (the “SMLP LTIP”), and all the obligations of SMLP thereunder. The SMLP LTIP units were exchanged on a one-for-one basis with equivalent terms. In connection with the assumption of the SMLP LTIP and the Corporate Reorganization, the Board of Directors approved the amendment and restatement of the SMLP LTIP, with such amendment and restatement effective as of August 1, 2024 (such amended and restated plan, the Summit Midstream Corporation 2024 Long-Term Incentive Plan (the “SMC LTIP”)). The SMC LTIP authorizes the Compensation Committee, in its discretion, to grant awards of restricted stock, restricted stock units, stock options, stock appreciation rights, and other awards related to the Company’s common stock upon such terms and conditions as it may determine appropriate and in accordance with the terms of the SMC LTIP.
Significant items to note:
•During the nine-month period ended September 30, 2026, the Company granted 197,887 shares of time-based restricted stock and associated dividend equivalent rights to employees in connection with the Company’s annual incentive compensation award cycle. The grant date fair value of these awards totaled $6.0 million and the awards generally vest ratably over a three-year period.
•During the nine-month period ended September 30, 2026, the Company granted 120,283 shares of performance-based restricted stock and associated dividend equivalent rights to certain members of management in connection with the Company’s annual incentive compensation award cycle. The grant date fair value of these awards totaled $4.6 million and the awards vest at the end of three years .
•During the nine-month period ended September 30, 2026, the Company issued 22,398 shares of common stock to six independent directors in connection with their annual compensation plan. The grant date fair value of these awards totaled $0.7 million and became fully vested at the grant date.
•On May 7, 2026, the Company’s stockholders approved Amendment No. 1 to the SMC LTIP, which increased the number of shares of common stock that may be delivered with respect to awards granted under the SMC LTIP by 424,000 shares of common stock.
As of September 30, 2026, approximately 0.7 million shares of common stock remained available for future issuance under the SMC LTIP, which includes the impact of 0.7 million granted but unvested restricted stock and performance-based awards, assuming the performance-based awards are settled with a 100 % target payout.
15. INCOME TAXES
Summit Midstream Corporation’s effective income tax rate for the nine months ended September 30, 2026 and 2025 was 18.35 % and 1.48 %, respectively. Summit Midstream Corporation’s effective income tax rate for the nine months ended September 30, 2026 and 2025 was different from the U.S. federal statutory income tax rate of 21% primarily due to the net income allocated to the noncontrolling interest, tax benefits related to stock-based compensation, and nondeductible executive compensation.
16. SEGMENT INFORMATION
The Company’s operating segments, which are equivalent to our reportable segments , have been identified based on their geographic location and reflect how the Company’s Chief Operating Decision Maker (“CODM”) assesses performance and allocates resources. The Company’s CODM, which is its Chief Executive Officer, primarily utilizes segment adjusted EBITDA as the key indicator in assessing the segment’s performance and allocating resources. Segment adjusted EBITDA is primarily used in the budgeting and forecasting process and the CODM regularly considers budget-to-actual variances when evaluating the performance of each segment and making decisions on the allocation of operating and capital resources to each individual segment.
•Rockies – Includes the Company’s midstream assets located in the Williston Basin and the DJ Basin.
•Permian – Includes the Company’s equity method investment in Double E.
•Mid-Con – Includes the Company’s midstream assets located in the Barnett Shale and the Arkoma Basin.
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•Piceance – Includes the Company’s midstream assets located in the Piceance Basin.
The following tables provide information about the Company’s reportable segments (in thousands):
Rockies | Permian | Mid-Con | Piceance | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
Revenues: (1) | |||||||||||||||||||||||||||||||||||||||||
Gathering services and related fees | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Natural gas, NGLs and condensate sales | |||||||||||||||||||||||||||||||||||||||||
Other revenues | |||||||||||||||||||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||||||||||||||
Cost of natural gas and NGLs (excludes deductions for gathering, processing and other fees) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Cost of natural gas and NGLs (amounts withheld from customers for the Company’s gathering, processing and other fees) | ( | ||||||||||||||||||||||||||||||||||||||||
Employee costs | |||||||||||||||||||||||||||||||||||||||||
Materials, parts and other operating expenses | |||||||||||||||||||||||||||||||||||||||||
Indirect and passthrough (3) | |||||||||||||||||||||||||||||||||||||||||
Other segment items (2) | ( | ||||||||||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Rockies | Permian | Mid-Con | Piceance | ||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
Revenues: (1) | |||||||||||||||||||||||||||||||||||||||||
Gathering services and related fees | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Natural gas, NGLs and condensate sales | |||||||||||||||||||||||||||||||||||||||||
Other revenues | |||||||||||||||||||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||||||||||||||
| Cost of natural gas and NGLs (excludes deductions for gathering, processing, and other fees) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Cost of natural gas and NGLs (amounts withheld from customers for the Company’s gathering, processing and other fees) | ( | ||||||||||||||||||||||||||||||||||||||||
Employee costs | |||||||||||||||||||||||||||||||||||||||||
| Materials, parts, and other operating expenses | |||||||||||||||||||||||||||||||||||||||||
Indirect and passthrough (3) | |||||||||||||||||||||||||||||||||||||||||
Other segment items (2) | ( | ||||||||||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
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Rockies | Permian | Mid-Con | Piceance | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
Revenues: (1) | |||||||||||||||||||||||||||||||||||||||||
| Gathering services and related fees | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Natural gas, NGLs and condensate sales | |||||||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Cost of natural gas and NGLs (excludes deductions for gathering, processing and other fees) | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Cost of natural gas and NGLs (amounts withheld from customers for the Company’s gathering, processing and other fees) | ( | ||||||||||||||||||||||||||||||||||||||||
| Employee costs | |||||||||||||||||||||||||||||||||||||||||
| Materials, parts and other operating expenses | |||||||||||||||||||||||||||||||||||||||||
Indirect and passthrough (3) | |||||||||||||||||||||||||||||||||||||||||
Other segment items (2) | ( | ||||||||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Rockies | Permian | Mid-Con | Piceance | ||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
Revenues: (1) | |||||||||||||||||||||||||||||||||||||||||
| Gathering services and related fees | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Natural gas, NGLs and condensate sales | |||||||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Cost of natural gas and NGLs (excludes deductions for gathering, processing, and other fees) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Cost of natural gas and NGLs (amounts withheld from customers for the Company’s gathering, processing and other fees) | ( | ||||||||||||||||||||||||||||||||||||||||
| Employee costs | |||||||||||||||||||||||||||||||||||||||||
| Materials, parts, and other operating expenses | |||||||||||||||||||||||||||||||||||||||||
Indirect and passthrough (3) | |||||||||||||||||||||||||||||||||||||||||
Other segment items (2) | ( | ||||||||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(1) The Company’s revenues are attributable solely to external customers located within the U.S.
(2) For the three and nine months ended September 30, 2026 and 2025, other segment items consist primarily of the following:
•Rockies - includes general and administrative expenses, operations and maintenance expenses, and adjustments related to capital reimbursement activity;
•Permian - includes general and administrative expenses and the Company’s proportional adjusted EBITDA from its equity method investment in Double E;
•Piceance - includes general and administrative expenses, operations and maintenance expenses, and adjustments related to capital reimbursement activity;
•Mid-Con - includes general and administrative expenses, operations and maintenance expenses, adjustments related to capital reimbursement activity, and the amortization expense associated with the Company’s favorable and unfavorable gas gathering contracts.
(3) Indirect and passthrough consist primarily of electricity expense incurred by the Company of which a portion is passed through to its customers.
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Assets by reportable segment follow:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
Assets (1): | |||||||||||
| Rockies | $ | $ | |||||||||
| Permian | |||||||||||
| Mid-Con | |||||||||||
| Piceance | |||||||||||
Total reportable segment assets | |||||||||||
| Corporate and Other | |||||||||||
Total assets | $ | $ | |||||||||
(1) The Company’s long-lived assets are located within the U.S.
Depreciation and amortization, including the amortization expense associated with the Company’s favorable and unfavorable gas gathering contracts as reported in other revenues, by reportable segment follow:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Rockies | $ | $ | $ | $ | |||||||||||||||||||
Mid-Con (1) | |||||||||||||||||||||||
| Piceance | |||||||||||||||||||||||
Total reportable segment depreciation and amortization | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
(1) Includes the amortization expense associated with the Company’s favorable and unfavorable gas gathering contracts as reported in Other revenues.
Cash paid for capital expenditures by reportable segment follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Cash paid for capital expenditures: | ||||||||||||||||||||||||||||||||
| Rockies | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Mid-Con | ||||||||||||||||||||||||||||||||
| Piceance | ||||||||||||||||||||||||||||||||
Total reportable segment capital expenditures | ||||||||||||||||||||||||||||||||
| Corporate and Other | ||||||||||||||||||||||||||||||||
Total cash paid for capital expenditures | $ | $ | $ | $ | ||||||||||||||||||||||||||||
For the purpose of evaluating segment performance, the Company excludes the effect of Corporate and Other revenues and expenses, such as certain general and administrative expenses (including compensation-related expenses and professional services fees), certain natural gas and crude oil marketing services, transaction costs, interest expense, and income tax expense or benefit from segment adjusted EBITDA.
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A reconciliation of total of reportable segments’ measure of profit to income or loss before income taxes and income from equity method investees follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Reconciliation of segment adjusted EBITDA to income (loss) before income taxes: | |||||||||||||||||||||||
| Total segment adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
Corporate and Other expense (1) | |||||||||||||||||||||||
| Income from equity method investees | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Depreciation and amortization (2) | |||||||||||||||||||||||
| Proportional adjusted EBITDA for equity method investees | |||||||||||||||||||||||
Adjustments related to capital reimbursement activity (3) | ( | ( | ( | ( | |||||||||||||||||||
| Equity compensation | |||||||||||||||||||||||
| (Gain) loss on asset sales, net | ( | ( | |||||||||||||||||||||
| Loss on sale of business | |||||||||||||||||||||||
| Long-lived asset impairment | |||||||||||||||||||||||
| Transaction costs and other | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | |||||||||||||||||||
(1)Corporate includes results that are not specifically attributable to a reportable segment or that have not been allocated to the Company’s reportable segments, including certain general and administrative expense items, transaction costs, acquisition integration costs, and interest expense. For the three and nine months ended September 30, 2026, other expense consisted primarily of a gain on the fair value of interest rate swaps offset by a loss on the fair value remeasurement of the Tall Oak earn-out. For the three and nine months ended September 30, 2025, other expense consisted primarily of a gain on the fair value remeasurement of the Tall Oak earn-out.
(2)Includes the amortization expense associated with the Company’s favorable gas gathering contracts as reported in other revenues.
(3)Contributions in aid of construction are recognized over the remaining term of the respective contract. The Company includes adjustments related to capital reimbursement activity in its calculation of segment adjusted EBITDA to account for revenue recognized from contributions in aid of construction.
17. SUBSEQUENT EVENTS
Non-monetary exchange. On October 30, 2026, the Company exchanged certain DJ Basin oil pipeline and water business assets, plus approximately $7.0 million in cash, for certain DJ Basin midstream and compression equipment owned by a third party. The Company is currently obtaining a third-party fair value assessment for the assets involved in the exchange. The net book value of the fixed assets surrendered in the exchange approximated $30.0 million.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of the Company and its subsidiaries for the periods since December 31, 2025. As a result, the following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto included in this report and the MD&A and the audited consolidated financial statements and related notes that are included in the Company’s 2025 Annual Report. Among other things, those financial statements and the related notes include more detailed information regarding the basis of presentation for the following information. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in the section “Forward-Looking Statements.” Actual results may differ materially from those contained in any forward-looking statements.
Overview
We are a value-oriented company focused on developing, owning, and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental U.S.
Our financial results are driven primarily by volume throughput across our gathering systems and by expense management. We generate the majority of our revenues from the gathering, compression, treating, and processing services that we provide to our customers. A majority of the volumes that we gather, compress, treat and/or process have a fixed-fee rate structure, which enhances the stability of our cash flows by providing a revenue stream that is not subject to direct commodity price risk. We also earn a portion of our revenues from the following activities that directly expose us to fluctuations in commodity prices: (i) the sale of physical natural gas and/or NGLs purchased under percentage-of-proceeds or other processing arrangements with certain of our customers in the Rockies, Piceance, and Mid-Con segments, (ii) the sale of natural gas we retain from certain Mid-Con segment customers, (iii) the sale of condensate we retain from our gathering services in the Rockies and Piceance segments, and (iv) additional gathering fees that are tied to the performance of certain commodity price indexes, which are then added to the fixed gathering rates.
We also have indirect exposure to changes in commodity prices such that persistently low commodity prices may cause our customers to delay and/or cancel drilling and/or completion activities or temporarily shut-in production, which would reduce the volumes of natural gas and crude oil (and associated volumes of produced water) that we gather. If certain of our customers cancel or delay drilling and/or completion activities or temporarily shut-in production, the associated MVCs, if any, ensure that we will earn a minimum amount of revenue.
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The following table presents certain consolidated and reportable segment financial data. For additional information on our reportable segments, see the “Segment Overview for the Three and Nine Months Ended September 30, 2026 and 2025” section included herein.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net income | $ | 15,861 | $ | 5,000 | $ | 17,260 | $ | 5,406 | |||||||||||||||
Reportable segment adjusted EBITDA | |||||||||||||||||||||||
Rockies | $ | 39,969 | $ | 28,999 | $ | 96,703 | $ | 79,103 | |||||||||||||||
Permian | 11,153 | 8,675 | 29,247 | 25,245 | |||||||||||||||||||
| Mid-Con | 22,752 | 23,556 | 63,440 | 70,913 | |||||||||||||||||||
Piceance | 8,308 | 12,509 | 26,540 | 34,769 | |||||||||||||||||||
| Net cash provided by operating activities | $ | 5,513 | $ | 26,677 | $ | 56,315 | $ | 79,920 | |||||||||||||||
| Net cash used in investing activities | |||||||||||||||||||||||
Capital expenditures (1) | (21,194) | (22,914) | (65,464) | (69,910) | |||||||||||||||||||
| Cash consideration paid for the acquisition of Moonrise, net of cash acquired | — | — | — | (69,997) | |||||||||||||||||||
| Investment in equity method investee - Double E | (10,871) | (753) | (17,379) | (3,816) | |||||||||||||||||||
| Proceeds from asset sale | 10,000 | — | 10,000 | — | |||||||||||||||||||
| Net cash provided by (used in) financing activities | |||||||||||||||||||||||
| Borrowings under First Amended New Permian Transmission Facility | 10,000 | — | 360,000 | — | |||||||||||||||||||
| Debt repayments - Legacy Permian Transmission Term Loan | — | (4,218) | (116,998) | (12,324) | |||||||||||||||||||
| Borrowings on Amended and Restated ABL Facility | 28,000 | 35,000 | 111,000 | 130,000 | |||||||||||||||||||
Debt repayments - Amended and Restated ABL Facility | (27,000) | (25,000) | (144,000) | (285,000) | |||||||||||||||||||
| Distributions and redemption of Subsidiary Series A Preferred Units | — | (1,629) | (143,226) | (4,885) | |||||||||||||||||||
| Distributions on Series A Preferred Stock | (1,881) | (3,385) | (53,159) | (10,126) | |||||||||||||||||||
| Related party shares issued for cash, net | — | — | 41,459 | — | |||||||||||||||||||
| Related party settlement of Tall Oak earn-out | — | — | (21,304) | — | |||||||||||||||||||
| Repurchase of shares under Share Repurchase Program | (210) | — | (1,219) | — | |||||||||||||||||||
| Issuance of Additional 2029 Secured Notes | — | — | — | 258,438 | |||||||||||||||||||
(1)See “Liquidity and Capital Resources” herein for additional information on capital expenditures.
Trends and Outlook
Our business has been, and we expect our future business to continue to be, affected by the following key trends:
•Ongoing impact of political and economic conditions and events in foreign oil and natural gas producing countries on commodity prices, including (i) the ongoing U.S. military operation in Iran and the closing of oil shipping routes, including the Strait of Hormuz, by Iran and affiliated groups; (ii) the ongoing Russia-Ukraine conflict and international sanctions against Russia; (iii) the U.S. military operation in Venezuela; and (iv) other sustained military campaigns;
•Natural gas, NGL, and crude oil supply and demand dynamics;
•Actions of OPEC and its allies, including the ability and willingness of the members of OPEC and other exporting nations to agree to and maintain oil price and production controls;
•Production from U.S. shale plays;
•General economic conditions, whether internationally, nationally, or in the regional and local market areas in
which we do business, including any future economic downturn, the imposition of tariffs or trade or other
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economic sanctions, and political instability;
•Capital markets availability and cost of capital; and
•Inflation and shifts in operating costs.
Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove to be incorrect, our actual results may vary materially from our expected results. For additional information, see the “Trends and Outlook” section of MD&A included in the 2025 Annual Report.
Double E. In August 2026, Double E reached a formal FID on its compression expansion project. The project will increase the pipeline’s capacity by approximately 50%, from approximately 1.6 Bcf/d to approximately 2.4 Bcf/d. In advance of the FID, Double E executed a purchase order for gas turbine compressors to secure the long lead time equipment necessary for the project and maintain its targeted in-service date of year-end 2028. Additionally, Double E anticipates filing its Section 7(c) certificate application with the Federal Energy Regulatory Commission later this year.
During 2026, as part of the ongoing binding open season for Double E’s compression expansion project, Double E executed three long-term firm transportation agreements totaling 250 MMcf/d and a certain shipper (the “Shipper”) executed a firm option agreement for an additional 200 MMcf/d of capacity during the summer of 2026.
In addition, Double E received notice from the Shipper that it reached FID on its processing plant expansion related to the previously announced 230 MMcf/d firm transportation agreement. With the 250 MMcf/d of new binding agreements entered into thus far during the open season and the affirmative FID on the previously announced 230 MMcf/d firm transportation agreement, Double E’s total contracted firm capacity has increased to approximately 1.9 Bcf/d.
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2026 capital structure transactions. During 2026, we completed several transactions with counterparties that impacted our financial position and quarterly cash flows and will also impact future cash outflows for interest expense, dividends, and operating and financing activities.
•Refinancing of Legacy Permian Transmission Credit Facilities. In March 2026, we completed a $440.0 million refinancing of our Legacy Permian Transmission Credit Facilities in the form of the New Permian Transmission Facility having a maturity in March 2031, bearing interest at SOFR plus 4.00% per annum. The New Permian Transmission Facility consists of $340.0 million in initial term loan commitments, $50.0 million in delayed draw commitments (with a commitment fee of 1.00% per annum), and a $50.0 million uncommitted incremental facility. In connection with the New Permian Transmission Facility, Summit Permian Transmission entered into a $7.0 million letter of credit arrangement.
•New Permian Transmission Facility Amendment. On August 31, 2026, we entered into the First Amended New Permian Transmission Facility, pursuant to which certain lenders committed to providing $50.0 million in incremental term loans, with terms identical to the initial term loans under the New Permian Transmission Facility.
•Redemption of Subsidiary Series A Preferred Units. In March 2026, in connection with the Legacy Permian Transmission Credit Facility Refinancing, we redeemed in full all outstanding Subsidiary Series A Preferred Units for $143.2 million.
•Cash settlement of unpaid dividends for Series A Preferred Stock. In March 2026, we made a cash dividend payment to the holders of our Series A Preferred Stock, which included $46.3 million for accrued and unpaid dividends owed from March 15, 2020 to December 14, 2024.
•Equity issuance with a related party. On March 31, 2026, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company, SMLP, and Tall Oak Parent, and solely for purposes of modifying certain existing registration rights as detailed in the Purchase Agreement, Connect Midstream, LLC, we issued and sold to Tall Oak Parent 1,351,351 shares of common stock of the Company in exchange for $41.5 million of cash proceeds, net of $0.5 million of issuance costs. The shares were issued at a price of $31.08 per share, which represented the “Minimum Price” in accordance with NYSE regulations. The shares are subject to a 6-month lock-up period and other terms and conditions.
•Share Repurchase Program. In June 2026, our Board of Directors authorized the Share Repurchase Program to repurchase up to $35.0 million of SMC’s outstanding common stock. Since the inception of the program through September 30, 2026, we have repurchased 41,631 shares of common stock for an aggregate purchase price of $1.2 million, excluding applicable excise taxes. Following these repurchases, as of September 30, 2026, approximately $33.8 million remained available for future repurchases under the program.
•DFW Asset Sale. On September 3, 2026, DFW Midstream Services LLC, our wholly owned subsidiary, sold non-key assets for cash consideration of $10.0 million. We recognized a gain on the sale of $5.0 million, recorded within “(Gain) loss on asset sales, net” in our unaudited condensed consolidated statements of operations.
Capital structure optimization and portfolio management. We intend to continue to improve our capital structure in the future by reducing our indebtedness with free cash flow, and when appropriate, we may pursue opportunistic transactions with the objective of increasing long-term shareholder value. This may include opportunistic acquisitions, divestitures, re-allocation of capital to new or existing areas, and development of joint ventures involving our existing midstream assets or new investment opportunities. We believe that our current cash balance, internally generated cash flow, our Amended and Restated ABL Facility, the First Amended New Permian Transmission Facility, and access to debt or equity capital markets will be adequate to finance our strategic initiatives. To attain our overall corporate strategic objectives, we may conduct an asset divestiture, or divestitures, at a transaction valuation that is less than the net book value of the divested asset.
Ongoing impact of political and economic conditions and events in foreign oil and natural gas producing countries on commodity prices. Although we operate solely in the U.S., certain events and conditions in foreign oil and natural gas producing countries, such as the ongoing U.S. military operation in Iran, the threatened and actual closing of oil shipping routes, including the Strait of Hormuz, by Iran and affiliated groups, Russia’s invasion of Ukraine, and the U.S. military operation in Venezuela, could have potential effects on us, including, but not limited to, volatility in currencies and commodity prices, higher inflation, cost and supply chain pressures, and availability and disruptions in banking systems and capital markets. As of the date of this report, there have been no material impacts to us.
Natural gas, NGL, and crude oil supply and demand dynamics. Natural gas continues to be a critical component of energy supply and demand in the U.S. Over the long term, we believe that the prospects for continued natural gas demand are favorable and will be driven primarily by global population and economic growth, as well as the continued displacement of coal-fired electricity generation by natural gas-fired electricity generation and an increase in U.S. LNG exports. Over the next several
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years, we expect natural gas prices will support continued upstream industry activity by producers focused on natural gas production.
In addition, certain of our gathering systems are directly affected by crude oil supply and demand dynamics. Over the next several years, we expect that crude oil prices will support continued drilling activity and increasing production in the Williston Basin, Permian Basin, and given the current regulatory environment in Colorado, in rural parts of the DJ Basin where we operate.
Despite improving fundamentals that should support additional development activities, we note that over the last several years there has been an increasing societal opposition to the production of hydrocarbons generally, which may be reflected in legislation, executive orders or regulations that may significantly restrict the domestic production of fossil fuels, including natural gas.
Growth in production from U.S. shale plays. Over the past several years, natural gas production from unconventional shale resources has increased due to advances in technology that allow producers to extract significant volumes of natural gas from unconventional shale plays on favorable economic terms relative to most conventional plays. In recent years, a number of producers and their joint venture partners, including large international operators, industrial manufacturers and private equity sponsors, have committed significant capital to the development of these unconventional resources, including the Piceance, Barnett, Bakken, Permian, and Arkoma Basin shale plays in which we operate. We believe that these long-term capital investments should support drilling activity in unconventional shale plays over the long term.
Rate of growth in production from U.S. shale plays. Some of our producer customers have adjusted their drilling and completion activities and schedules to manage drilling and completion costs at levels that are achievable using internally generated cash flow from their underlying operations. Historically, as part of a strategy to accelerate production growth, these producers would raise external capital to fund drilling and completion costs in excess of the cash flows generated from their underlying assets. Producers are experiencing increasing pressure from their investors to focus on returning capital and maximizing free cash flow versus re-investing that cash flow into development. In general, we expect our producer customers to maintain moderate completion and production activities across many of our systems relative to our previous expectations as a result of the commodity price environment and a continuation of the general trend of producers constraining drilling and completion activity to levels that can be satisfied with internally generated cash flow.
Capital markets availability and cost of capital. Capital markets conditions, including but not limited to availability and higher borrowing costs, could affect our ability to access the debt and equity capital markets, to the extent necessary, to fund our future growth. In addition, interest rates on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly.
Inflation and operating costs. The annual rate of inflation in the U.S. hit 6.5% in December 2022, one of the highest increases in more than three decades, as measured by the Consumer Price Index. While inflation has declined since the second half of 2022, further increases in inflation could increase our operating costs and the overall cost of capital projects we undertake. While some of our fee arrangements escalate based on changes in price indexes, these fee escalations may not be sufficient to offset an increase in our expenditures. Furthermore, inflation may impact producers’ economic decision making, which in turn could impact their willingness to develop acreage in areas that are more susceptible to inflationary pressures and labor force shortages.
Impact of increases in interest rates. Increases in interest rates could adversely affect our future ability to obtain financing or materially increase the cost of existing and any additional financing. Since March 2022, the Federal Reserve has raised its target range for the federal funds rate multiple times and the timing of any potential further increases or decreases remains uncertain. As of September 30, 2026, we had approximately $825.0 million principal of fixed-rate debt, $80.0 million outstanding under our variable rate Amended and Restated ABL Facility, and $360.0 million outstanding under the variable rate New Permian Transmission Facility. See Note 8 - Debt to the consolidated financial statements for additional information. As of September 30, 2026, we had $100.0 million of interest rate exposure hedged to offset the impact of changes in interest rates on our New Permian Transmission Facility.
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Results of Operations
Consolidated Overview for the Three and Nine Months Ended September 30, 2026 and 2025
The following table presents certain consolidated financial and operating data.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Gathering services and related fees | $ | 75,863 | $ | 65,359 | $ | 198,133 | $ | 193,706 | |||||||||||||||
| Natural gas, NGLs and condensate sales | 98,121 | 71,079 | 255,888 | 196,751 | |||||||||||||||||||
| Other revenues | 9,021 | 10,445 | 23,139 | 29,340 | |||||||||||||||||||
Total revenues | 183,005 | 146,883 | 477,160 | 419,797 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of natural gas and NGLs | 59,738 | 38,138 | 148,202 | 109,486 | |||||||||||||||||||
| Operation and maintenance | 46,417 | 38,358 | 124,446 | 111,129 | |||||||||||||||||||
| General and administrative | 16,472 | 13,159 | 48,035 | 45,275 | |||||||||||||||||||
| Depreciation and amortization | 27,224 | 28,855 | 80,783 | 87,427 | |||||||||||||||||||
| Transaction costs | 210 | 1,429 | 451 | 5,283 | |||||||||||||||||||
| Acquisition integration costs | 73 | 1,661 | 1,054 | 7,060 | |||||||||||||||||||
| (Gain) loss on asset sales, net | (5,014) | 120 | (5,011) | 120 | |||||||||||||||||||
Long-lived asset impairments | — | — | — | 71 | |||||||||||||||||||
Total costs and expenses | 145,120 | 121,720 | 397,960 | 365,851 | |||||||||||||||||||
| Other income (expense), net | 18 | (575) | 718 | 8,860 | |||||||||||||||||||
| Gain (loss) on interest rate swaps | 1,885 | 131 | 2,682 | (1,335) | |||||||||||||||||||
| Loss on sale of business | — | (539) | — | (582) | |||||||||||||||||||
| Interest expense | (27,710) | (24,191) | (80,126) | (70,592) | |||||||||||||||||||
| Income from equity method investees | 7,596 | 5,548 | 18,665 | 15,190 | |||||||||||||||||||
| Income before income taxes | 19,674 | 5,537 | 21,139 | 5,487 | |||||||||||||||||||
| Income tax expense | (3,813) | (537) | (3,879) | (81) | |||||||||||||||||||
| Net income | $ | 15,861 | $ | 5,000 | $ | 17,260 | $ | 5,406 | |||||||||||||||
Volume throughput (1): | |||||||||||||||||||||||
Aggregate average daily throughput - natural gas (MMcf/d) | 952 | 925 | 907 | 908 | |||||||||||||||||||
Aggregate average daily throughput - liquids (Mbbl/d) | 95 | 72 | 75 | 75 | |||||||||||||||||||
(1)Excludes volume throughput for Double E. For additional information, see the Permian section herein under the caption “Segment Overview for the Three and Nine Months Ended September 30, 2026 and 2025”.
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Volumes – Gas. Natural gas throughput volumes increased 27 MMcf/d for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, reflecting:
•a volume throughput decrease of 36 MMcf/d for the Piceance segment;
•a volume throughput increase of 53 MMcf/d for the Mid-Con segment; and
•a volume throughput increase of 10 MMcf/d for the Rockies segment.
Natural gas throughput volumes decreased 1 MMcf/d for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, reflecting:
•a volume throughput decrease of 42 MMcf/d for the Piceance segment;
•a volume throughput increase of 21 MMcf/d for the Rockies segment; and
•a volume throughput increase of 20 MMcf/d for the Mid-Con segment.
Volumes – Liquids. Crude oil and produced water throughput volumes at the Rockies segment increased for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to 56 new well connections that came online subsequent to September 30, 2025, partially offset by natural production declines.
Crude oil and produced water throughput volumes at the Rockies segment was unchanged for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to 56 new well connections that came online subsequent to September 30, 2025, partially offset by natural production declines.
For additional information on volumes, see the “Segment Overview for the Three and Nine Months Ended September 30, 2026 and 2025” section herein.
Revenues. Total revenues increased $36.1 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, consisting of a $27.0 million increase in natural gas, NGLs and condensate sales, a $10.5 million increase in gathering services and related fees, and a $1.4 million decrease in other revenue.
Gathering Services and Related Fees. Gathering services and related fees increased $10.5 million compared to the three months ended September 30, 2025, primarily reflecting:
•a $10.8 million increase in the Rockies;
•a $1.8 million increase in the Mid-Con; and
•a $2.1 million decrease in the Piceance.
Natural Gas, NGLs and Condensate Sales. Natural gas, NGLs and condensate revenues increased $27.0 million compared to the three months ended September 30, 2025, primarily reflecting:
•a $26.5 million increase in the Rockies, primarily reflecting new well connections and additional throughput in connection with the Moonrise Acquisition that closed on March 10, 2025, partially offset by natural production declines; and
•a $0.6 million increase in the Mid-Con.
Total revenues increased $57.4 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, consisting of a $59.1 million increase in natural gas, NGLs and condensate sales, a $4.4 million increase in gathering services and related fees, and a $6.2 million decrease in other revenue.
Gathering Services and Related Fees. Gathering services and related fees increased $4.4 million compared to the nine months ended September 30, 2025, primarily reflecting:
•a $8.7 million increase in the Rockies;
•a $2.8 million increase in the Mid-Con; and
•a $7.1 million decrease in the Piceance, primarily due to decreased volume throughput.
Natural Gas, NGLs and Condensate Sales. Natural gas, NGLs and condensate revenues increased $59.1 million compared to the nine months ended September 30, 2025, primarily reflecting:
•a $62.4 million increase in the Rockies, primarily reflecting new well connections and additional throughput in connection with the Moonrise Acquisition, partially offset by natural production declines; and
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•a $2.7 million decrease in the Mid-Con.
Costs and Expenses. Total costs and expenses increased $23.4 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Total costs and expenses increased $32.1 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
Cost of Natural Gas and NGLs. Cost of natural gas and NGLs increased $21.6 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025 primarily associated with increased natural gas and NGL sales within the Rockies segment.
Cost of natural gas and NGLs increased $38.7 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 primarily associated with increased natural gas and NGL sales within the Rockies segment.
Operation and maintenance. Operation and maintenance expense increased $8.1 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Operation and maintenance expense increased $13.3 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 primarily as a result of the Moonrise Acquisition, which closed in March 2025.
General and administrative. General and administrative expense increased $3.3 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025 primarily as a result of increased salaries and benefit expense. For the three months ended September 30, 2026 and 2025, general and administrative expenses include $2.3 million and $2.1 million of noncash stock-based compensation, respectively.
General and administrative expenses increased $2.8 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily as a result of increased salaries and benefit expense. For the nine months ended September 30, 2026 and 2025, general and administrative expenses include $7.6 million and $6.8 million of noncash stock-based compensation, respectively.
Depreciation and amortization. Depreciation and amortization expense decreased $1.6 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to certain Piceance segment assets that were disposed of during the quarterly period ended September 30, 2025.
Depreciation and amortization expense decreased $6.6 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to certain Piceance segment assets that were disposed of during the quarterly period ended September 30, 2025.
Transaction costs. During 2025, transaction costs primarily relate to the Moonrise Acquisition and the Tall Oak Acquisition.
Acquisition integration costs. Acquisition and integration costs during 2025 primarily relate to fees paid to third-party service providers to integrate the Tall Oak Acquisition and the Moonrise Acquisition into the Company’s operational platform.
Interest expense. Interest expense increased $3.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to $4.8 million of increased interest expense associated with the Permian Transmission Credit Facilities, partially offset by $2.2 million of decreased interest expense associated with the Amended and Restated ABL Facility.
Interest expense increased $9.5 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to $9.2 million of increased interest expense associated with the Permian Transmission Credit Facilities. Debt issuance cost amortization also increased $2.1 million, primarily due to the first quarter 2026 write-off of the remaining unamortized debt issuance costs on the Legacy Permian Transmission Credit Facilities. Interest expense on the 2029 Secured Notes increased $1.7 million. These increases were partially offset by a $3.2 million decrease in interest expense associated with the Amended and Restated ABL Facility.
Income tax. For the nine months ended September 30, 2026, our effective tax rate is different than the U.S. federal statutory income tax rate of 21% primarily due to income allocated to the noncontrolling interest, nondeductible executive compensation, and excess tax benefits related to stock compensation.
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Segment Overview for the Three and Nine Months Ended September 30, 2026 and 2025
Rockies.
Volume throughput for our Rockies reportable segment follows:
| Rockies | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Change | 2026 | 2025 | Percentage Change | ||||||||||||||||||||||||||||||
Aggregate average daily throughput - natural gas (MMcf/d) | 168 | 158 | 6% | 166 | 145 | 14% | |||||||||||||||||||||||||||||
Aggregate average daily throughput - liquids (Mbbl/d) | 95 | 72 | 32% | 75 | 75 | —% | |||||||||||||||||||||||||||||
Natural gas. Natural gas volume throughput increased for the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025, primarily reflecting 86 new well connections that came online subsequent to September 30, 2025 and additional throughput in connection with the Moonrise Acquisition, partially offset by natural production declines.
Liquids. Liquids volume throughput increased for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Liquid volume throughput remained unchanged for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in throughput is primarily due to 56 new well connections that came online subsequent to September 30, 2025, including 9 well connects where we provide crude and water gathering services, partially offset by natural production declines.
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Financial data for our Rockies reportable segment follows.
| Rockies | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Change | 2026 | 2025 | Percentage Change | ||||||||||||||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Gathering services and related fees | $ | 27,177 | $ | 16,394 | 66% | $ | 57,478 | $ | 48,742 | 18% | |||||||||||||||||||||||||
| Natural gas, NGLs and condensate sales | 92,739 | 66,234 | 40% | 242,236 | 179,832 | 35% | |||||||||||||||||||||||||||||
| Other revenues | 4,901 | 4,435 | 11% | 11,093 | 14,595 | (24)% | |||||||||||||||||||||||||||||
Total revenues | 124,817 | 87,063 | 43% | 310,807 | 243,169 | 28% | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Cost of natural gas and NGLs | 59,738 | 38,089 | 57% | 148,202 | 108,801 | 36% | |||||||||||||||||||||||||||||
| Operation and maintenance | 21,730 | 16,897 | 29% | 55,418 | 46,471 | 19% | |||||||||||||||||||||||||||||
| General and administrative | 1,454 | 1,331 | 9% | 6,463 | 4,477 | 44% | |||||||||||||||||||||||||||||
| Depreciation and amortization | 11,117 | 10,453 | 6% | 32,760 | 30,917 | 6% | |||||||||||||||||||||||||||||
| Transaction Costs | 6 | — | * | 6 | — | * | |||||||||||||||||||||||||||||
| Integration costs | 4 | 65 | * | 4 | 65 | * | |||||||||||||||||||||||||||||
| Gain on asset sales, net | — | (6) | * | (11) | (6) | * | |||||||||||||||||||||||||||||
| Long-lived asset impairment | — | — | * | — | 71 | * | |||||||||||||||||||||||||||||
Total costs and expenses | 94,049 | 66,829 | 41% | 242,842 | 190,796 | 27% | |||||||||||||||||||||||||||||
| Add: | |||||||||||||||||||||||||||||||||||
Depreciation and amortization | 11,117 | 10,453 | 32,760 | 30,917 | |||||||||||||||||||||||||||||||
| Integration costs | 4 | 65 | 4 | 65 | |||||||||||||||||||||||||||||||
| Adjustments related to capital reimbursement activity | (2,045) | (1,747) | (6,045) | (5,151) | |||||||||||||||||||||||||||||||
| Gain on asset sales, net | — | (6) | (11) | (6) | |||||||||||||||||||||||||||||||
| Long-lived asset impairment | — | — | — | 71 | |||||||||||||||||||||||||||||||
| Other | 125 | — | 2,030 | 834 | |||||||||||||||||||||||||||||||
Segment adjusted EBITDA | $ | 39,969 | $ | 28,999 | 38% | $ | 96,703 | $ | 79,103 | 22% | |||||||||||||||||||||||||
* Not considered meaningful
Three and nine months ended September 30, 2026. Segment adjusted EBITDA increased $11.0 million and $17.6 million, respectively, compared to the three and nine months ended September 30, 2025. The increase was primarily attributable to increased natural gas and liquids throughput, increased condensate and NGL pricing impacting percentage of proceed contracts, and $3.7 million of commercial billing settlements during 2026. The nine months ended September 30, 2026 was also impacted by increased operations and maintenance expense and general and administrative costs associated with the Moonrise Acquisition that closed on March 10, 2025.
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The Company is providing the below additional financial and operational details for its liquids related activities within its Rockies segment (in thousands):
| Rockies liquids | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Gathering services and related fees | $ | 14,354 | $ | 12,204 | $ | 34,030 | $ | 36,179 | |||||||||||||||
| MVC shortfall (payments) in gathering services and related fees | — | — | — | — | |||||||||||||||||||
| Gathering services and related fees included in costs of goods sold | 645 | 147 | 1,449 | 354 | |||||||||||||||||||
| Adjustments related to capital reimbursement activity | (124) | (124) | (372) | (372) | |||||||||||||||||||
The Company is providing the below additional financial and operational details for its natural gas and other related activities within its Rockies segment (in thousands):
| Rockies natural gas and other | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Gathering services and related fees | $ | 12,822 | $ | 4,190 | $ | 23,447 | $ | 12,563 | |||||||||||||||
| MVC shortfall (payments) in gathering services and related fees | — | 2 | 227 | 565 | |||||||||||||||||||
| Gathering services and related fees included in costs of goods sold | 14,756 | 15,544 | 45,025 | 42,890 | |||||||||||||||||||
| Adjustments related to capital reimbursement activity | (1,922) | (1,624) | (5,675) | (4,780) | |||||||||||||||||||
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Permian.
Volume throughput for our Permian reportable segment follows:
| Permian | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Change | 2026 | 2025 | Percentage Change | ||||||||||||||||||||||||||||||
| Average daily throughput (MMcf/d) (Double E) | 1,002 | 712 | 41% | 890 | 686 | 30% | |||||||||||||||||||||||||||||
Volume throughput for Double E increased for the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025, as a result of increased throughput volumes from its customers.
The following table presents the MVC quantities (i) that Double E’s shippers have contracted for under firm transportation service agreements and related negotiated rate agreements and (ii) new precedent agreements for projects not yet placed in service. These precedent agreements are expected to require between $130.0 and $140.0 million of capital investment by Summit Permian Transmission, all of which is expected to be funded with reinvestment of distributions received from Double E and the New Permian Transmission Facility.
| MVC’s - Active Contracts | MVC’s - Executed Precedent Agreements | Total MVC | |||||||||||||||
| (Amounts in Dth/day) | Weighted average MVC quantities for the year ended December 31, | ||||||||||||||||
| 2026 | 1,190,616 | 36,767 | 1,227,383 | ||||||||||||||
| 2027 | 1,265,000 | 293,973 | 1,558,973 | ||||||||||||||
| 2028 | 1,265,000 | 497,377 | 1,762,377 | ||||||||||||||
| 2029 | 1,214,589 | 883,836 | 2,098,425 | ||||||||||||||
| 2030 | 1,165,000 | 940,000 | 2,105,000 | ||||||||||||||
| 2031 | 1,034,315 | 940,000 | 1,974,315 | ||||||||||||||
| 2032 | 240,000 | 889,727 | 1,129,727 | ||||||||||||||
| 2033 | 240,000 | 840,000 | 1,080,000 | ||||||||||||||
| 2034 | 105,753 | 840,000 | 945,753 | ||||||||||||||
| 2035 | 6,466 | 840,000 | 846,466 | ||||||||||||||
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Financial data for our Permian reportable segment follow:
| Permian | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Change | 2026 | 2025 | Percentage Change | ||||||||||||||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Other revenues | $ | 946 | $ | 910 | 4% | $ | 2,840 | $ | 2,731 | 4% | |||||||||||||||||||||||||
Total revenues | 946 | 910 | 4% | 2,840 | 2,731 | 4% | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| General and administrative | 62 | 54 | 15% | 198 | 154 | 29% | |||||||||||||||||||||||||||||
Total costs and expenses | 62 | 54 | 15% | 198 | 154 | 29% | |||||||||||||||||||||||||||||
| Add: | |||||||||||||||||||||||||||||||||||
| Proportional adjusted EBITDA for Double E | 10,269 | 7,819 | 31% | 26,605 | 22,668 | 17% | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 11,153 | $ | 8,675 | 29% | $ | 29,247 | $ | 25,245 | 16% | |||||||||||||||||||||||||
Three and nine months ended September 30, 2026. Segment adjusted EBITDA increased $2.5 million and $4.0 million, respectively, compared to the three and nine months ended September 30, 2025, primarily as a result of an increase in proportional adjusted EBITDA from our equity method investment in Double E.
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Mid-Con.
Volume throughput for our Mid-Con reportable segment follows:
| Mid-Con | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Change | 2026 | 2025 | Percentage Change | ||||||||||||||||||||||||||||||
| Average daily throughput (MMcf/d) | 561 | 508 | 10% | 520 | 500 | 4% | |||||||||||||||||||||||||||||
Volume throughput increased for the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025, primarily as a result of 32 new well connections that came online subsequent to September 30, 2025, partially offset by natural production declines.
Financial data for our Mid-Con reportable segment follow:
| Mid-Con | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Change | 2026 | 2025 | Percentage Change | ||||||||||||||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Gathering services and related fees | $ | 35,332 | $ | 33,548 | 5% | $ | 100,974 | $ | 98,170 | 3% | |||||||||||||||||||||||||
| Natural gas, NGLs and condensate sales | 5,133 | 4,526 | 13% | 12,378 | 15,062 | (18%) | |||||||||||||||||||||||||||||
Other revenues (1) | 1,562 | 2,195 | (29%) | 5,272 | 6,627 | (20%) | |||||||||||||||||||||||||||||
Total revenues | 42,027 | 40,269 | 4% | 118,624 | 119,859 | (1%) | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Cost of natural gas and NGLs | — | (86) | * | — | 9 | * | |||||||||||||||||||||||||||||
| Operation and maintenance | 18,452 | 15,817 | 17% | 52,654 | 46,692 | 13% | |||||||||||||||||||||||||||||
| General and administrative | 724 | 548 | 32% | 1,912 | 1,667 | 15% | |||||||||||||||||||||||||||||
Depreciation and amortization (1) | 8,885 | 8,616 | 3% | 26,394 | 24,839 | 6% | |||||||||||||||||||||||||||||
| Integration costs | 138 | 706 | (80%) | 686 | 2,042 | (66%) | |||||||||||||||||||||||||||||
Gain on asset sales, net | (5,014) | — | (5,014) | — | |||||||||||||||||||||||||||||||
Total costs and expenses | 23,185 | 25,601 | (9%) | 76,632 | 75,249 | 2% | |||||||||||||||||||||||||||||
| Add: | |||||||||||||||||||||||||||||||||||
Depreciation and amortization (1) | 9,120 | 8,851 | 27,098 | 25,543 | |||||||||||||||||||||||||||||||
| Integration costs | 138 | 706 | 686 | 2,042 | |||||||||||||||||||||||||||||||
Adjustments related to capital reimbursement activity | (334) | (669) | (1,333) | (1,337) | |||||||||||||||||||||||||||||||
| Gain on asset sales, net | (5,014) | — | (5,014) | — | |||||||||||||||||||||||||||||||
| Other | — | — | 11 | 55 | |||||||||||||||||||||||||||||||
Segment adjusted EBITDA | $ | 22,752 | $ | 23,556 | (3)% | $ | 63,440 | $ | 70,913 | (11%) | |||||||||||||||||||||||||
________
(1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in Other revenues.
Three and nine months ended September 30, 2026. Segment adjusted EBITDA decreased by $0.8 million and $7.5 million, respectively, compared to the three and nine months ended September 30, 2025. The decrease for the three months ended September 30, 2026 was primarily the result of increased operation and maintenance expense and unfavorable margin mix. The decrease for the nine months ended September 30, 2026 was primarily the result of reduced natural gas and condensate sales as well as increased operation and maintenance expense.
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Piceance.
Volume throughput for our Piceance reportable segment follows:
| Piceance | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Change | 2026 | 2025 | Percentage Change | ||||||||||||||||||||||||||||||
| Aggregate average daily throughput (MMcf/d) | 223 | 259 | (14%) | 221 | 263 | (16%) | |||||||||||||||||||||||||||||
Volume throughput decreased for the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025, primarily as a result of natural production declines. In addition, throughput volumes were negatively impacted by producer shut-ins during the first half of 2026, which reduced volumes by approximately 9 MMcf/d for the nine months ended September 30, 2026.
Financial data for our Piceance reportable segment follow:
| Piceance | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Change | 2026 | 2025 | Percentage Change | ||||||||||||||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Gathering services and related fees | $ | 13,354 | $ | 15,417 | (13%) | $ | 39,681 | $ | 46,794 | (15%) | |||||||||||||||||||||||||
Natural gas, NGLs and condensate sales | 249 | 319 | (22%) | 1,274 | 1,857 | (31%) | |||||||||||||||||||||||||||||
| Other revenues | 1,612 | 2,905 | (45%) | 3,934 | 5,387 | (27%) | |||||||||||||||||||||||||||||
Total revenues | 15,215 | 18,641 | (18%) | 44,889 | 54,038 | (17%) | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Cost of natural gas and NGLs | — | 134 | (100)% | — | 676 | (100)% | |||||||||||||||||||||||||||||
| Operation and maintenance | 6,233 | 5,648 | 10% | 16,374 | 17,968 | (9)% | |||||||||||||||||||||||||||||
| General and administrative | 342 | 337 | 1% | 987 | 987 | 0% | |||||||||||||||||||||||||||||
| Depreciation and amortization | 6,887 | 9,379 | (27%) | 20,613 | 30,476 | (32)% | |||||||||||||||||||||||||||||
| (Gain) loss on asset sales, net | — | 126 | * | 14 | 126 | * | |||||||||||||||||||||||||||||
Total costs and expenses | 13,462 | 15,624 | (14)% | 37,988 | 50,233 | (24%) | |||||||||||||||||||||||||||||
| Add: | |||||||||||||||||||||||||||||||||||
Depreciation and amortization | 6,887 | 9,379 | 20,613 | 30,476 | |||||||||||||||||||||||||||||||
Adjustments related to capital reimbursement activity | (332) | (63) | (988) | 133 | |||||||||||||||||||||||||||||||
| (Gain) loss on asset sales, net | — | 126 | 14 | 126 | |||||||||||||||||||||||||||||||
| Other | — | 50 | — | 229 | |||||||||||||||||||||||||||||||
Segment adjusted EBITDA | $ | 8,308 | $ | 12,509 | (34%) | $ | 26,540 | $ | 34,769 | (24%) | |||||||||||||||||||||||||
________
*Not considered meaningful
Three and nine months ended September 30, 2026. Segment adjusted EBITDA decreased $4.2 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease reflects lower volume throughput discussed above, partially offset by lower cost of natural gas and NGLs. The decrease in other revenues reflects the recognition of a non-recurring $1.5 million benefit recognized in the third quarter of 2025.
Segment adjusted EBITDA decreased $8.2 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. Segment adjusted EBITDA was negatively affected by lower gathering services revenues, primarily related to natural production declines and first-half producer shut-ins of approximately 9 MMcf/d, partially offset by lower operation and maintenance expense. Additionally, other revenues decreased, reflecting the recognition of a non-recurring $1.5 million benefit recognized in the third quarter of 2025.
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Corporate and Other Overview for the Three and Nine Months Ended September 30, 2026 and 2025
Corporate and Other represents those results that are not specifically attributable to a reportable segment or that have not been allocated to our reportable segments, including certain general and administrative expense items, transaction costs, acquisition integration costs, and interest expense. Corporate and Other includes intercompany eliminations.
| Corporate and Other | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Change | 2026 | 2025 | Percentage Change | ||||||||||||||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| General and administrative | $ | 13,892 | $ | 10,889 | 28% | $ | 38,475 | $ | 37,990 | 1% | |||||||||||||||||||||||||
| Transaction costs | 204 | 1,429 | (86)% | 445 | 5,283 | (92)% | |||||||||||||||||||||||||||||
| Acquisition integration costs | — | 890 | * | 364 | 4,953 | (93)% | |||||||||||||||||||||||||||||
| Interest expense | 27,710 | 24,191 | 15% | 80,126 | 70,592 | 14% | |||||||||||||||||||||||||||||
General and administrative. For the three months ended September 30, 2026, general and administrative expenses attributable to Corporate and Other increased by $3.0 million compared to the three months ended September 30, 2025. For the three months ended September 30, 2026 and 2025, general and administrative expenses include $2.3 million and $2.1 million of noncash stock-based compensation, respectively.
General and administrative expenses attributable to Corporate and Other decreased by $0.5 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to lower severance expense in 2026 as compared to 2025, partially offset by increased compensation and benefits expense. For the nine months ended September 30, 2026 and 2025, general and administrative expenses include $7.6 million and $6.8 million of noncash stock-based compensation, respectively.
Transaction costs. Transaction costs incurred during 2025 were primarily related to the Moonrise Acquisition and the Tall Oak Acquisition.
Acquisition integration costs. Acquisition and integration costs incurred during 2025 were primarily related to fees paid to third-party service providers to integrate the Tall Oak Acquisition and the Moonrise Acquisition into the Company’s operational platform.
Interest expense. Interest expense increased by $3.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to $4.8 million of increased interest expense associated with the Permian Transmission Credit Facilities, partially offset by $2.2 million of decreased interest expense associated with the Amended and Restated ABL Facility.
Interest expense increased $9.5 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily related to $9.2 million of increased interest expense associated with the Permian Transmission Credit Facilities. Debt issuance cost amortization also increased $2.1 million, primarily due to the first quarter 2026 write-off of the remaining unamortized debt issuance costs on the Legacy Permian Transmission Credit Facilities. Interest expense on the 2029 Secured Notes increased $1.7 million. These increases were partially offset by a $3.2 million decrease in interest expense associated with the Amended and Restated ABL Facility.
How We Evaluate Our Operations
We currently conduct and report our operations in the midstream energy industry through four reportable segments: Rockies, Permian, Mid-Con, and Piceance. Each of our reportable segments provides midstream services in a specific geographic area and our reportable segments reflect the way in which we internally report the financial information used to make decisions and allocate resources in connection with our operations. See Note 16 - Segment Information to the consolidated financial statements for additional information. Our management uses a variety of financial and operational metrics to analyze our consolidated and segment performance, and we view these metrics as important factors in evaluating our profitability. These metrics include (i) throughput volume, (ii) revenues, (iii) operation and maintenance expenses, (iv) capital expenditures, and (v) segment adjusted EBITDA.
We review these metrics on a regular basis for consistency and trend analysis. There have been no changes in the composition or characteristics of these metrics during the three and nine months ended September 30, 2026.
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Summit Midstream Corporation Tax Structure. We operate the Company in an Up-C tax structure whereby the Company owned approximately 68% of SMLP as of September 30, 2026 and Tall Oak Parent owned the remaining 32% of SMLP as a noncontrolling interest. If on September 30, 2026, Tall Oak Parent converted their 6.5 million SMLP Partnership Common Units and 6.5 million Class B shares for the Company’s common stock, the following adjustments would occur to the Company’s balance sheet and common shares outstanding.
| September 30, 2026 | Hypothetical Conversion | Post Conversion | ||||||||||||||||||
| Total Assets | $ | 2,428,570 | $ | — | $ | 2,428,570 | ||||||||||||||
| Total Liabilities and Equity | $ | 2,428,570 | $ | — | $ | 2,428,570 | ||||||||||||||
| Outstanding Share Summary | September 30, 2026 | Hypothetical Conversion | Post Conversion | |||||||||||||||||
| Common Stock | 13,776,611 | 6,524,467 | 20,301,078 | |||||||||||||||||
| Class B Common Stock | 6,524,467 | (6,524,467) | — | |||||||||||||||||
Additional Information. For additional information, see the “Results of Operations” section herein and the notes to the unaudited condensed consolidated financial statements. For additional information on how these metrics help us manage our business, see the “How We Evaluate Our Operations” section of MD&A included in the 2025 Annual Report. For information on impending accounting changes that are expected to materially impact our financial results reported in future periods, see Note 2 - Summary of Significant Accounting Policies and Recently Issued Accounting Standards Applicable to the Company to the consolidated financial statements for additional information.
Liquidity and Capital Resources
We rely primarily on internally generated cash flows as well as our current cash balance and external financing sources, including commercial bank borrowings, and the issuance of debt, equity, and preferred equity securities, and proceeds from potential asset divestitures to fund our capital expenditures. We believe that our Amended and Restated ABL Facility and First Amended New Permian Transmission Facility, together with internally generated cash flows, current cash balance and access to debt or equity capital markets, will be adequate to finance our operations for the next twelve months, and based on current expectations, the long-term, without adversely impacting our liquidity.
We may enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of September 30, 2026, our material off-balance sheet arrangements and transactions include (i) letters of credit outstanding against our Amended and Restated ABL Facility aggregating to $2.7 million, and (ii) letters of credit outstanding against our First Amended New Permian Transmission Facility aggregating to $7.0 million. There are no other transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect our liquidity or availability of our capital resources.
In June 2026, our Board of Directors authorized the Share Repurchase Program to repurchase up to $35.0 million of our outstanding common stock. Under the Share Repurchase Program, repurchases of shares of our common stock may be made from time to time in the open market, through privately negotiated transactions, block purchases, or otherwise, including through a Rule 10b5-1 trading plan, in compliance with applicable federal and state securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases will be determined by management at its discretion based on a variety of factors, including business and market conditions, the trading price of our common stock, compliance with debt covenants, and certain other considerations. The Share Repurchase Program does not obligate us to repurchase any specific number of shares, has no fixed expiration date, and may be suspended or discontinued at any time.
We are in compliance with all covenants contained in the indenture governing the 2029 Secured Notes, the Amended and Restated ABL Facility, and the First Amended New Permian Transmission Facility. The Amended and Restated ABL Facility requires that Summit Holdings not permit (i) the First Lien Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement) as of the last day of any fiscal quarter to be greater than 2.50:1.00, or (ii) the Interest Coverage Ratio (as defined in the Amended and Restated ABL Agreement) as of the last day of any fiscal quarter to be less than 2.00:1.00. As of September 30, 2026, the First Lien Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement) and the Interest Coverage Ratio were 0.34:1.00 and 2.95:1.00, respectively.
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Amended and Restated ABL Facility. As of September 30, 2026, the Amended and Restated ABL Facility will mature on the earliest of (a) July 26, 2029, (b) July 31, 2029 if either (i) the outstanding amount of the 2029 Secured Notes (or any refinancing debt permitted under the Amended and Restated ABL Facility in respect thereof that has a final maturity date, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption, or sinking fund obligation prior to the date that is 91 days after the Amended and Restated ABL Termination Date (provided, that the terms of such permitted refinancing debt may (x) require the payment of interest from time to time and (y) include customary mandatory redemptions, prepayments or offers to purchase with proceeds of asset sales or upon the occurrence of a change of control)) on such date equals or exceeds $50.0 million or (ii) the outstanding amount of such debt described in clause (i) above on such date is less than $50.0 million and Liquidity (as defined in the Amended and Restated ABL Agreement) at any time on or after such date is less than the sum of (A) such outstanding amount and (B) the greater of (x) 10% of the aggregate Commitments (as defined in the Amended and Restated ABL Agreement) then in effect and (y) $50.0 million (and, for the avoidance of doubt, once the Amended and Restated ABL Termination Date occurs it may not be unwound as a result of Liquidity (as defined in the Amended and Restated ABL Agreement) increasing on a subsequent date), and (c) any date on which the aggregate Commitments terminate thereunder. As of September 30, 2026, there was $80.0 million outstanding under the Amended and Restated ABL Facility and the available borrowing capacity totaled $417.3 million after giving effect to the issuance thereunder of $2.7 million of outstanding but undrawn irrevocable standby letters of credit.
New Permian Transmission Facility. On March 16, 2026, Summit Permian Transmission completed a $440.0 million refinancing of the Legacy Permian Transmission Credit Facilities in the form of a new term loan facility (the “New Permian Transmission Facility”) bearing interest at SOFR plus 4.00% per annum and with a maturity in March 2031. The New Permian Transmission Facility consists of $340.0 million in initial term loan commitments, $50.0 million in delayed draw commitments (with a commitment fee of 1.00% per annum), and a $50.0 million uncommitted incremental facility.
First Amended New Permian Transmission Facility. On August 31, 2026, Summit Permian Transmission and Permian Holdco entered into the Incremental Amendment No. 1 to the New Permian Transmission Facility (the “First Incremental Amendment”) amending the New Permian Transmission Facility (as amended by the First Incremental Amendment, the “First Amended New Permian Transmission Facility”), pursuant to which certain lenders under the New Permian Transmission Facility committed to provide the $50.0 million incremental facility. This new incremental term loan constitutes an “Incremental Term Loan” under the New Permian Transmission Facility, with terms, rights, remedies, privileges, and protections that are identical to the initial term loans under the New Permian Transmission Facility.
Material Transactions Impacting Liquidity. As discussed elsewhere in Item 2 of this document, we completed the following material transactions during 2026 that impacted, or will impact, our current and future liquidity and payment obligations.
•Refinancing of Legacy Permian Transmission Credit Facilities. In March 2026, we completed a $440.0 million refinancing of our Legacy Permian Transmission Credit Facilities in the form of the New Permian Transmission Facility.
•New Permian Transmission Facility Amendment. In August 2026, we entered into the First Amended New Permian Transmission Facility, pursuant to which certain lenders committed to providing $50.0 million in incremental term loans, with terms identical to the initial term loans under the New Permian Transmission Facility.
•Redemption of Subsidiary Series A Preferred Units. In March 2026, in connection with the refinancing of our Legacy Permian Transmission Credit Facilities, we redeemed in full all outstanding Subsidiary Series A Preferred Units with a cash payment of $143.2 million.
•Cash settlement of unpaid dividends for Series A Preferred Stock. In March 2026, we made a cash dividend payment to the holders of our Series A Preferred Stock, which included a $46.3 million cash payment for accrued and unpaid dividends owed from March 15, 2020 to December 14, 2024.
•Equity issuance with a related party. In March 2026, we issued and sold to Tall Oak Parent 1,351,351 shares of common stock of the Company in exchange for $41.5 million of cash proceeds, net of $0.5 million of issuance costs.
•Payment of Related party – Tall Oak deferred earn-out. In March 2026, we settled our deferred earn-out obligation to Tall Oak Parent in full for a cash payment of $22.0 million.
•Share Repurchase Program. In June 2026, our Board of Directors authorized the Share Repurchase Program to repurchase up to $35.0 million of SMC’s outstanding common stock. Since the inception of the Share Repurchase Program through September 30, 2026, we have repurchased 41,631 shares of common stock for an aggregate purchase price of $1.2 million, excluding applicable excise taxes.
•DFW Asset Sale. On September 3, 2026, DFW Midstream Services LLC, our wholly owned subsidiary, sold non-key assets for cash consideration of $10.0 million. We recognized a gain on the sale of $5.0 million, recorded within “(Gain) loss on asset sales, net” in our unaudited condensed consolidated statements of operations.
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Other. We may in the future use a combination of cash, secured or unsecured borrowings and issuances of our common stock or other securities and the proceeds from asset sales to retire or refinance our outstanding debt or Series A Preferred Stock through privately negotiated transactions, open market repurchases, redemptions, exchange offers, tender offers or otherwise, but we are under no obligation to do so.
Cash Flows
The components of the net change in cash and cash equivalents were as follows:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by operating activities | $ | 56,315 | $ | 79,920 | |||||||
| Net cash used in investing activities | (72,993) | (143,723) | |||||||||
| Net cash provided by financing activities | 20,129 | 67,050 | |||||||||
Net change in cash, cash equivalents and restricted cash | $ | 3,451 | $ | 3,247 | |||||||
Operating activities. Details of operating cash flows follow:
Operating activity cash flows during the nine months ended September 30, 2026 primarily reflected:
•a net income of $17.3 million plus positive adjustments of $99.4 million for non-cash operating items; and
•a $60.3 million outflow due to changes in working capital accounts.
Operating activity cash flows during the nine months ended September 30, 2025 primarily reflected:
•a net income of $5.4 million plus adjustments of $105.9 million for non-cash operating items; and
•a $31.4 million outflow due to changes in working capital accounts.
Investing activities. Details of investing cash flows follow:
Investing activity cash flows during the nine months ended September 30, 2026 primarily reflected:
•$65.5 million of cash outflows for capital expenditures;
•$17.4 million of cash outflows for capital contributions for our equity method investment in Double E; and
•$10.0 million of proceeds from the sale of assets.
Investing activity cash flows during the nine months ended September 30, 2025 primarily reflected:
•$70.0 million of cash outflows from cash consideration paid for the acquisition of Moonrise, net of cash acquired in the transaction; and
•$69.9 million of cash outflows for capital expenditures.
Financing activities. Details of financing activities follow:
Financing activity cash flows during the nine months ended September 30, 2026 primarily reflected:
•$360.0 million of cash inflows for borrowings under the New Permian Transmission Facility;
•$111.0 million of cash inflows for borrowings on the Amended and Restated ABL Facility;
•$41.5 million of cash inflows for proceeds from related party shares issued for cash; partially offset by
•$1.2 million of cash outflows for repurchase of SMC common shares in connection with the Share Repurchase Program;
•$143.2 million of cash outflows for redemption of our Subsidiary Series A Preferred Units;
•$117.0 million of cash outflows for repayments on the Legacy Permian Transmission Term Loan;
•$144.0 million of cash outflows for repayments on the Amended and Restated ABL Facility;
•$53.2 million of cash outflows for Distributions on Series A Preferred Stock; and
•$21.3 million of cash outflows for the related party settlement of the Tall Oak earn-out.
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Financing activity cash flows during the nine months ended September 30, 2025 primarily reflected:
•$285.0 million of cash outflows for repayments on the Amended and Restated ABL Facility;
•$12.3 million of cash outflows for repayments on the Legacy Permian Transmission Term Loan;
•$10.1 million of cash outflows for Distributions to Series A Preferred Shareholders;
•$258.4 million of cash inflows from the issuance of the Additional 2029 Secured Notes; and
•$130.0 million of cash inflows from borrowings on the Amended and Restated ABL Facility.
Capital Requirements
Our business is capital intensive, requiring significant investment for the maintenance of existing gathering systems and the acquisition or construction and development of new gathering systems and other midstream assets and facilities. Our Partnership Agreement required that we categorize our capital expenditures as either:
•maintenance capital expenditures, which are cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets or for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity; or
•expansion capital expenditures, which are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term.
For the nine months ended September 30, 2026, cash paid for capital expenditures totaled $65.5 million which included $12.5 million of maintenance capital expenditures. For the nine months ended September 30, 2026, we contributed $17.4 million to Double E.
We rely primarily on internally generated cash flows, our current cash balance as well as external financing sources, including commercial bank borrowings and the issuance of debt, equity, and preferred equity securities, and proceeds from potential asset divestitures to fund our capital expenditures. We believe that our internally generated cash flows, current cash balance, our Amended and Restated ABL Facility, and the First Amended New Permian Transmission Facility, and access to debt or equity capital markets, will be adequate to finance our operations for the next twelve months without adversely impacting our liquidity.
There are a number of risks and uncertainties that could cause our current expectations to change, including, but not limited to, (i) the ability to reach agreements with third parties; (ii) prevailing conditions and outlook in the natural gas, crude oil and NGL industries and markets, and (iii) our ability to obtain financing from commercial banks, the capital markets, or other financing sources.
Credit and Counterparty Concentration Risks
We examine the creditworthiness of counterparties to whom we extend credit and manage our exposure to credit risk through credit analysis, credit approval, credit limits, and monitoring procedures, and for certain transactions, we may request letters of credit, prepayments or guarantees.
Certain of our customers may be temporarily unable to meet their current obligations. While this may cause disruption to cash flows, we believe that we are properly positioned to deal with the potential disruption because the vast majority of our gathering assets are strategically positioned at the beginning of the midstream value chain. The majority of our infrastructure is connected directly to our customers’ wellheads and pad sites, which means our gathering systems are typically the first third-party infrastructure through which our customers’ commodities flow and, in many cases, the only way for our customers to get their production to market.
We have exposure due to nonperformance under our MVC contracts whereby a potential customer may not have the wherewithal to make its MVC shortfall payments when they become due. We typically receive payment for all prior-year MVC shortfall billings in the quarter immediately following billing. Therefore, our exposure to risk of nonperformance is limited to and accumulates during the current year-to-date contracted measurement period.
Off-Balance Sheet Arrangements
During the three and nine months ended September 30, 2026, there were no material changes to the off-balance sheet obligations disclosed in our 2025 Annual Report.
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Critical Accounting Estimates
We prepare our financial statements in accordance with GAAP. These principles are established by the FASB. We employ methods, estimates and assumptions based on currently available information when recording transactions resulting from business operations. There have been no significant changes to our critical accounting estimates from those disclosed on our 2025 Annual Report.
Forward-Looking Statements
Investors are cautioned that certain statements contained in this report as well as in periodic press releases and certain oral statements made by our officers and employees during our presentations are “forward-looking” statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements and may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions, or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” In addition, any statement concerning future financial performance (including future revenues, earnings, or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements. These forward-looking statements involve various risks and uncertainties, including, but not limited to, those described in Part II. Item 1A. Risk Factors included in this report.
Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond the control of our management team. All forward-looking statements in this report and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements in this paragraph. These risks and uncertainties include, among others:
•our decision whether to pay, or our ability to grow, our cash dividends;
•fluctuations in natural gas, NGLs and crude oil prices, including as a result of political or economic measures taken by various countries or OPEC and the actual closing of oil shipping routes, including the Strait of Hormuz, by Iran and affiliated groups;
•the extent and success of our customers’ drilling and completion efforts, as well as the quantity of natural gas, crude oil, freshwater deliveries, and produced water volumes produced within proximity of our assets;
•failure or delays by our customers in achieving expected production in their natural gas, crude oil and produced water projects;
•competitive conditions in our industry and their impact on our ability to connect hydrocarbon supplies to our gathering and processing assets or systems;
•actions or inactions taken or nonperformance by third parties, including suppliers, contractors, operators, processors, transporters and customers, including the inability or failure of our shipper customers to meet their financial obligations under our gathering agreements and our ability to enforce the terms and conditions of certain of our gathering agreements in the event of a bankruptcy of one or more of our customers;
•our ability to divest of certain of our assets to third parties on attractive terms, which is subject to a number of factors, including prevailing conditions and outlook in the natural gas, NGL and crude oil industries and markets;
•the ability to attract and retain key management personnel;
•commercial bank and capital market conditions and the potential impact of changes or disruptions in the credit and/or capital markets;
•changes in the availability and cost of capital and the results of our financing efforts, including availability of funds in the credit and/or capital markets;
•restrictions placed on us by the agreements governing our debt and preferred equity instruments;
•the availability, terms and cost of downstream transportation and processing services;
•natural disasters, accidents, weather-related delays, casualty losses, and other matters beyond our control;
•the current and potential future impact of pandemics on our business, results of operations, financial position, or cash flows;
•operational risks and hazards inherent in the transmission, gathering, compression, treating, and/or processing of natural gas, crude oil and produced water;
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•our ability to comply with the terms of the agreements comprising the Global Settlement;
•weather conditions and terrain in certain areas in which we operate;
•physical and financial risks associated with climate change;
•any other issues that can result in deficiencies in the design, installation, or operation of our transmission, gathering, compression, treating, processing, and freshwater facilities;
•timely receipt of necessary government approvals and permits, our ability to control the costs of construction, including costs of materials, labor and rights-of-way and other factors that may impact our ability to complete projects within budget and on schedule;
•our ability to finance our obligations related to capital expenditures, including through opportunistic asset divestitures or joint ventures and the impact any such divestitures or joint ventures could have on our results;
•the effects of existing and future laws, judicial decisions and governmental regulations, including environmental, safety and climate change requirements and federal, state, and local restrictions or requirements applicable to oil and/or gas drilling, production, or transportation;
•the effects of litigation, including litigation seeking to impose liability on companies in the oil and gas industry for the effects of climate change;
•interest rates;
•changes in general economic conditions; and
•certain factors discussed elsewhere in this report.
Developments in any of these areas could cause actual results to differ materially from those anticipated or projected or cause a significant reduction in the market price of our common stock, Series A Preferred Stock and 2029 Secured Notes.
The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this document may not in fact occur. Accordingly, undue reliance should not be placed on these statements. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.
Information About Us
Investors should note that we make available, free of charge on our website at www.summitmidstream.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information, and presentations on our website in addition to copies of all recent news releases. We may use the Investors section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
Our interest rate risk exposure, which is largely related to our indebtedness, has not changed materially since December 31, 2025, except for the following. In March 2026, in connection with the refinancing of the Legacy Permian Transmission Credit Facilities, our variable rate indebtedness increased. Additionally, as of September 30, 2026, the notional amount of our interest rate swaps remained at approximately $100.0 million. As of September 30, 2026, we had approximately $825.0 million principal of fixed-rate debt, $80.0 million outstanding under our variable rate Amended and Restated ABL Facility, and $360.0 million outstanding under the variable rate First Amended New Permian Transmission Facility. See Note 8 - Debt to the consolidated financial statements for additional information. While existing fixed-rate debt mitigates the downside impact of fluctuations in interest rates, future issuances of long-term debt could be impacted by increases in interest rates, which could result in higher overall interest costs. In addition, the borrowings under our Amended and Restated ABL Facility, which have a variable interest rate, also expose us to the risk of increasing interest rates. For the nine months ended September 30, 2026, a hypothetical 1% increase (decrease) in interest rates on our variable rate debt would have increased (decreased) our interest expense by approximately $2.9 million, assuming no changes in amounts drawn or other variables under our Amended and Restated ABL Facility, Legacy Permian Transmission Term Loan, and First Amended New Permian Transmission Facility. For additional information, see the “Interest Rate Risk” section included in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of the 2025 Annual Report and updates to our risk factors included herein.
Commodity Price Risk
We generate a majority of our revenues pursuant to primarily long-term and fee-based gathering agreements, many of which include MVCs and areas of mutual interest. Our direct commodity price exposure relates to (i) the sale of physical natural gas and/or NGLs purchased under percentage-of-proceeds and other processing arrangements with certain of our customers in the Rockies, Piceance, and Mid-Con segments, (ii) the sale of natural gas we retain from certain Mid-Con segment customers, and (iii) the sale of condensate we retain from certain gathering services in the Piceance segment. Our gathering agreements with certain Mid-Con customers permit us to retain a certain quantity of natural gas that we sell to offset the power costs we incur to operate our electric-drive compression assets. We manage our direct exposure to natural gas and power prices through the use of forward power purchase contracts with wholesale power providers that require us to purchase a fixed quantity of power at a fixed heat rate based on prevailing natural gas prices on the Henry Hub Index. We sell retainage natural gas at prices that are based on the Atmos Zone 3 Index. By basing the power prices on a system and basin-relevant market, we are able to closely associate the relationship between the compression electricity expense and natural gas retainage sales. We do not enter into risk management contracts for speculative purposes. Our current commodity price risk exposure has not changed materially since December 31, 2025. For additional information, see the “Commodity Price Risk” section included in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of the 2025 Annual Report.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Our disclosure controls and procedures have been designed to provide reasonable assurance that the information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective at the reasonable assurance level as of September 30, 2026.
Changes in Internal Control over Financial Reporting
During the third quarter of 2026, we implemented a new enterprise resource planning (“ERP”) system covering our financial reporting, procurement, and revenue processes. In connection with this implementation, we modified certain existing internal controls over financial reporting and implemented new controls and procedures to reflect changes in our business processes and systems. While we expect the new ERP system to enhance our internal control environment, we will continue to evaluate and monitor the design and effectiveness of these control changes.
Other than the changes discussed above related to the new ERP system implementation, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Although we may, from time to time, be involved in litigation and claims arising out of our operations in the ordinary course of business, we are not currently a party to any significant legal or governmental proceedings, except as described below. In addition, we are not aware of any significant legal or governmental proceedings contemplated to be brought against us, under the various environmental protection statutes to which we are subject.
Global Settlement. On August 4, 2021, SMLP and several of its subsidiaries entered into agreements to resolve government investigations into the previously disclosed 2015 Blacktail Release, from a pipeline owned and operated by Meadowlark Midstream, which at the time was a wholly owned subsidiary of Summit Investments (together with Meadowlark Midstream, the “Companies”). The Companies entered into the following agreements to resolve the U.S. federal and North Dakota state governments’ environmental claims against the Companies with respect to the 2015 Blacktail Release: (i) a Consent Decree with (a) the DOJ, on behalf of the U.S. Environmental Protection Agency and the U.S. Department of Interior, and (b) the State of North Dakota, on behalf of the North Dakota Department of Environmental Quality and the North Dakota Game and Fish Department, lodged with the U.S. District Court; (ii) a Plea Agreement with the U.S., by and through the U.S. Attorney for the District of North Dakota, and the Environmental Crimes Section of the DOJ; and (iii) a Consent Agreement with the North Dakota Industrial Commission (together, the “Global Settlement”).
The Consent Decree provides for, among other requirements and subject to the conditions therein, (i) payment of total civil penalties and reimbursement of assessment costs of approximately $21.25 million, with the federal portion of penalties payable over up to five years and the state portion of penalties payable over up to, for the federal and state civil amounts, six years and, for the federal criminal amounts, five years, with interest accruing at, for the federal and state civil amounts, a fixed rate of 3.25% and, for the federal criminal amounts, a variable rate set by statute; (ii) continuation of remediation efforts at the site of the 2015 Blacktail Release; (iii) other injunctive relief, including, but not limited to, control room management, an environmental management system audit, training, and reporting; and (iv) no admission of liability to the U.S. or North Dakota. The Consent Decree was entered by the U.S. District Court on September 28, 2021.
The Consent Agreement settles a complaint brought by the North Dakota Industrial Commission in an administrative action against the Companies for alleged violations of the North Dakota Administrative Code (“NDAC”) arising from the 2015 Blacktail Release on the following terms: (i) the Companies admit to three counts of violating the NDAC; (ii) the Companies agree to follow the terms and conditions of the Consent Decree, including payment of penalty and reimbursement amounts set forth in the Consent Decree; and (iii) specified conditions in the Consent Decree regarding operation and testing of certain existing produced water pipelines shall survive until those pipelines are properly abandoned.
Under the Plea Agreement, the Companies agreed to, among other requirements and subject to the conditions therein, (i) enter guilty pleas for one charge of negligent discharge of a harmful quantity of oil and one charge of knowing failure to immediately report a discharge of oil; (ii) sentencing that includes payment of a fine of $15.0 million plus mandatory special assessments over a period of up to five years with interest accruing at the federal statutory rate; (iii) organizational probation for a minimum period of three years from sentencing on December 6, 2021, which will include payment in full of certain components of the fines and penalty amounts; and (iv) compliance with the remedial measures in the Consent Decree.
On December 6, 2021, the U.S. District Court accepted the Plea Agreement. This Global Settlement resulted in losses amounting to $36.3 million and will be paid over five to six years. As of September 30, 2026, we have paid principal amounts totaling $34.0 million.
On September 28, 2026, the U.S. District Court granted our unopposed motion for termination of probation, finding the criminal fines paid in full and continued probation unnecessary. During the quarter, the Companies also paid their fifth and final federal civil penalty installment, including accrued interest. The Companies remain subject to the Consent Decree and the remaining state civil penalties, the sixth and final installment due in the third quarter of 2027.
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Item 1A. Risk Factors.
The risk factors contained in Item 1A. Risk Factors of the 2025 Annual Report and Part II Item 1A. Risk Factors of our Quarterly Report for the three months ended June 30, 2026 are incorporated herein by reference except to the extent they address risks arising from or relating to the failure of events described therein to occur, which events have since occurred.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Share Repurchase Program. In June 2026, the Company’s Board of Directors authorized the Share Repurchase Program to repurchase up to $35.0 million of the Company’s outstanding common stock. Under the Share Repurchase Program, repurchases of shares of the Company’s common stock may be made from time to time in the open market, through privately negotiated transactions, block purchases, or otherwise, including through a Rule 10b5-1 trading plan, in compliance with applicable federal and state securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases will be determined by management at its discretion based on a variety of factors, including business and market conditions, the trading price of the Company’s common stock, compliance with debt covenants, and certain other considerations. The Share Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no fixed expiration date, and may be suspended or discontinued at any time.
| Period | Total Number of Shares Repurchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximated Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| July 1 - July 30, 2026 | — | $ | — | — | $ | 33,991,832 | ||||||||||||||||||||
| August 1 - August 30, 2026 | — | $ | — | — | $ | 33,991,832 | ||||||||||||||||||||
| September 1 - September 30, 2026 | 7,007 | $ | 29.92 | 7,007 | $ | 33,782,159 | ||||||||||||||||||||
| Total | 7,007 | 7,007 | ||||||||||||||||||||||||
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not applicable.
Item 5. Other Information
During the three months ended September 30, 2026, 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.
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Item 6. Exhibits.
| Exhibit number | Description | |||||||
3.1 | Amended and Restated Certificate of Incorporation of Summit Midstream Corporation (Incorporated herein by reference to Exhibit 3.1 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)). | |||||||
3.2 | Amended and Restated Bylaws of Summit Midstream Corporation (Incorporated herein by reference to Exhibit 3.2 to SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)). | |||||||
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 SMC’s Current Report on Form 8-K12B filed August 1, 2024 (Commission File No. 001-35666)). | |||||||
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 SMC’s Current Report on Form 8-K filed December 3, 2024 (Commission File No. 001-42201)). | |||||||
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 | ||||||
| 101.INS | * | Inline 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 (formatted as Inline XBRL and contained in Exhibit 101). | ||||||
+ Filed herewith.
* 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 are deemed not filed for purposes of Section 18 of the Exchange Act 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.
† 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Summit Midstream Corporation | |||||
(Registrant) | |||||
| November 9, 2026 | /s/ WILLIAM J. MAULT | ||||
| William J. Mault, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
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