[8-K] Summit Midstream Corp Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Summit Midstream Corporation announced that its Board of Directors has authorized an inaugural stock repurchase program to buy back up to $35 million of its outstanding common stock. This gives the company flexibility to return capital to shareholders when it views the share price as attractive.
Management highlighted that all arrears on the Series A Preferred Stock have been repaid and that improving free cash flow and financial flexibility support the decision. Repurchases may be made in the open market or through privately negotiated and block transactions, including under a Rule 10b5-1 trading plan, and can be started, paused, or discontinued at management’s discretion with no fixed end date.
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Insights
Summit authorizes a flexible $35M buyback, signaling balance sheet progress.
Summit Midstream Corporation’s Board approved an inaugural stock repurchase program for up to $35 million of common stock. Management ties this decision to having cleared arrears on its Series A Preferred Stock and benefiting from an improving free cash flow profile and greater financial flexibility.
The program is discretionary and open-ended, with no obligation to repurchase a specific number of shares and no fixed expiration date. Repurchases may occur via open-market trades, privately negotiated deals, block purchases, or a Rule 10b5-1 trading plan, subject to Rule 10b-18 and debt covenant compliance. Actual impact will depend on future execution levels and market conditions.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Stock repurchase authorization: $35 million
Common stock par value: $0.01 per share
2 metrics
Stock repurchase authorization
$35 million
Maximum aggregate amount for inaugural buyback program
Common stock par value
$0.01 per share
Par value of Summit Midstream common stock eligible for repurchase
Key Terms
stock repurchase program, Rule 10b5-1 trading plan, Rule 10b-18, free cash flow, +1 more
5 terms
stock repurchase program financial
"authorized the Company’s inaugural stock repurchase program to repurchase up to $35 million"
A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.
Rule 10b5-1 trading plan regulatory
"including through a Rule 10b5-1 trading plan, in compliance with applicable federal and state securities laws"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Rule 10b-18 regulatory
"in compliance with applicable federal and state securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
free cash flow financial
"supported by our improving free cash flow profile and financial flexibility"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
equity method investment financial
"SMC has an equity method investment in Double E Pipeline, LLC"
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
(Address of principal executive office) (Zip Code)
(Registrants’ telephone number, including area code): (832 ) 413-4770
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Securities Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01. Regulation FD Disclosure.
On June 1, 2026, Summit Midstream Corporation (the “Company”) issued a press release announcing an inaugural stock repurchase program to repurchase up to $35.0 million of the Company’s outstanding common stock, par value $0.01 per share. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | Press Release, dated June 1, 2026. | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Summit Midstream Corporation | |||||||||||
| (Registrant) | |||||||||||
| Dated: | June 1, 2026 | /s/ James Johnston | |||||||||
| James Johnston, Executive Vice President, General Counsel and Chief Compliance Officer | |||||||||||
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EXHIBIT 99.1
 | Summit Midstream Corporation 910 Louisiana Street, Suite 4200 Houston, TX 77002 | ||||
Summit Midstream Corporation Announces Inaugural $35 Million Stock Repurchase Program
Houston, Texas (June 1, 2026) – Summit Midstream Corporation (NYSE: SMC) (“Summit,” “SMC” or the “Company”) today announced that its Board of Directors has authorized the Company’s inaugural stock repurchase program to repurchase up to $35 million of the Company’s outstanding common stock.
Heath Deneke, President, Chief Executive Officer and Chairman, commented, “The authorization of our inaugural share repurchase program reflects the Board’s confidence in Summit’s financial strength and the significant progress we have made over the past year in simplifying our balance sheet and strengthening our platform. Having repaid all arrears on our Series A Preferred Stock and supported by our improving free cash flow profile and financial flexibility, we are now in a position to utilize a common stock buy program as a tool to ensure liquidity and support the secondary market of the shares. We believe our common stock represents an attractive opportunity at current levels, and we intend to be opportunistic in executing any repurchases.”
Under the 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 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.
About Summit Midstream Corporation
SMC is a value-driven corporation 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 United States. SMC provides natural gas, crude oil and produced water gathering, processing and transportation services pursuant to primarily long-term, fee-based agreements with customers and counterparties in five unconventional resource basins: (i) the Williston Basin, which includes the Bakken and Three Forks shale formations in North Dakota; (ii) the Denver-Julesburg Basin, which includes the Niobrara and Codell shale formations in Colorado and Wyoming; (iii) the Fort Worth Basin, which includes the Barnett Shale formation in Texas; (iv) the Arkoma Basin, which includes the Woodford and Caney shale formations in Oklahoma; and (v) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMC has an equity method investment in Double E Pipeline, LLC, which provides interstate natural gas transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. SMC is headquartered in Houston, Texas.
Forward-Looking Statements
This press release includes certain statements concerning expectations for the future that are forward-looking within the meaning of the federal securities laws. 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), repurchases of the Company’s common stock, payment of dividends on any series of stock, ongoing business strategies and possible actions taken by SMC or its subsidiaries are also forward-looking statements. Forward-looking statements also contain known and unknown risks and uncertainties (many of which are difficult to predict and beyond management's control) that may cause SMC's actual results in future periods to differ materially from anticipated or projected results. An extensive list of specific material risks and uncertainties affecting SMC is contained in its 2025 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 16, 2026, as amended and updated from time to time. Any forward-looking statements in
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this press release are made as of the date of this press release and SMC undertakes no obligation to update or revise any forward-looking statements to reflect new information or events.
Contact: 832-413-4770, ir@summitmidstream.com
SOURCE: Summit Midstream Corporation
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FAQ
What did Summit Midstream Corporation (SMC) announce in this 8-K filing?
Summit Midstream Corporation announced Board authorization of its inaugural stock repurchase program, allowing buybacks of up to $35 million of common stock. The program is discretionary, has no fixed expiration date, and repurchases may occur through open-market or privately negotiated transactions.
How large is Summit Midstream Corporation’s new stock repurchase program?
The new stock repurchase program authorizes Summit Midstream Corporation to repurchase up to $35 million of its outstanding common stock. This capacity may be used over time at management’s discretion, depending on market conditions, trading price, business outlook, and debt covenant considerations.
Why is Summit Midstream Corporation initiating a $35 million buyback program?
Summit Midstream Corporation links the buyback authorization to improved financial flexibility, an enhanced free cash flow profile, and repayment of all arrears on its Series A Preferred Stock. Management also stated it views the common stock as an attractive opportunity at current levels.
How will Summit Midstream Corporation execute its stock repurchases?
Summit Midstream Corporation may repurchase shares in the open market, through privately negotiated transactions, block purchases, or via a Rule 10b5-1 trading plan. All repurchases will comply with applicable securities laws, including Rule 10b-18 under the Exchange Act.
What financial steps has Summit Midstream taken before launching the buyback?
Summit Midstream Corporation notes it has repaid all arrears on its Series A Preferred Stock and simplified its balance sheet. Management also cites an improving free cash flow profile and financial flexibility as support for implementing the common stock repurchase program.