STOCK TITAN

Connect Midstream Reports 6.64M SMC Shares, Recent Buys at ~$20.5

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Connect Midstream, LLC and affiliated Tailwater entities report beneficial ownership of 6,644,627 shares of Summit Midstream Corp common stock, representing 35.4% of the diluted class. That total includes 6,524,467 Common Units convertible into the same number of common shares and Class B shares that convey voting rights but no economic interest, plus 120,160 directly held common shares. Conversion of Common Units forfeits corresponding Class B shares for no consideration.

The amendment discloses that recent open-market purchases of 72,759 shares on 8/26/2025 at an average $20.46 and 47,401 shares on 8/27/2025 at an average $20.50 were financed with working capital. Ownership is held through a chain of entities culminating in Tailwater Capital LLC, with Jason H. Downie and Edward Herring identified as managing partners.

Positive

  • Material ownership disclosed: 6,644,627 shares beneficially owned representing 35.4% of diluted common stock
  • Recent purchases documented with dates and prices: 72,759 shares at avg $20.46 on 8/26/2025 and 47,401 shares at avg $20.50 on 8/27/2025
  • Financing clarity: Purchases were financed with working capital, explicitly disclosed

Negative

  • None.

Insights

TL;DR Ownership stake of 35.4% via convertible units and direct shares is material and changes governance and voting dynamics.

The filing discloses a significant passive-to-active ownership position: 6,644,627 shares equivalent equal to 35.4% of diluted common stock. The structure mixes economically convertible Common Units with Class B voting shares that carry voting power until conversion, which preserves voting influence while delaying economic dilution. Recent open-market purchases totaling 120,160 shares over two days at roughly $20.46–$20.50 further solidify the position. Financing with working capital indicates no third-party financing disclosed. For investors, this alters potential control and voting outcome scenarios; the exact governance effects depend on future conversions or additional purchases.

TL;DR The combination of convertible units and Class B shares concentrates voting power and may affect board influence and shareholder decision-making.

The reporting persons hold convertible economic interests paired with separate Class B voting shares that grant voting rights without economic exposure until conversion. This dual-holding preserves voting control while allowing staged economic exposure on conversion. The ownership chain shows clear common control from Tailwater entities to Connect Midstream, creating a unified voting bloc. The filing does not state any agreements to change board composition or launch transactions, but the disclosed stake is large enough to be material to governance outcomes.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Row 11 represents (i) 6,524,467 shares of common stock of the Issuer ("Common Stock") issuable in respect of an equivalent number of common units ("Common Units") of the Partnership (as defined below) and class B common stock of the Issuer ("Class B Shares") beneficially owned by the Reporting Persons and (ii) 120,160 shares of Common Stock beneficially owned by the Reporting Persons. (2) Row 13 is calculated assuming 18,766,331 shares of Common Stock outstanding based upon (i) 12,241,864 Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025, as increased by (ii) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units and Class B Shares beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Row 11 represents (i) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units of the Partnership (as defined below) and Class B Shares beneficially owned by the Reporting Persons and (ii) 120,160 shares of Common Stock beneficially owned by the Reporting Persons. (2) Row 13 is calculated assuming 18,766,331 shares of Common Stock outstanding based upon (i) 12,241,864 Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025, as increased by (ii) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units and Class B Shares beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Row 11 represents (i) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units of the Partnership (as defined below) and Class B Shares beneficially owned by the Reporting Persons and (ii) 120,160 shares of Common Stock beneficially owned by the Reporting Persons. (2) Row 13 is calculated assuming 18,766,331 shares of Common Stock outstanding based upon (i) 12,241,864 Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025, as increased by (ii) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units and Class B Shares beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Row 11 represents (i) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units of the Partnership (as defined below) and Class B Shares beneficially owned by the Reporting Persons and (ii) 120,160 shares of Common Stock beneficially owned by the Reporting Persons. (2) Row 13 is calculated assuming 18,766,331 shares of Common Stock outstanding based upon (i) 12,241,864 Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025, as increased by (ii) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units and Class B Shares beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Row 11 represents (i) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units of the Partnership (as defined below) and Class B Shares beneficially owned by the Reporting Persons and (ii) 120,160 shares of Common Stock beneficially owned by the Reporting Persons. (2) Row 13 is calculated assuming 18,766,331 shares of Common Stock outstanding based upon (i) 12,241,864 Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025, as increased by (ii) 6,524,467 shares of Common Stock issuable in respect of an equivalent number of Common Units and Class B Shares beneficially owned by the Reporting Persons.


SCHEDULE 13D


Connect Midstream, LLC
Signature:/s/ Jason H. Downie
Name/Title:Jason H. Downie/Director
Date:08/28/2025
Tailwater Energy Fund III LP
Signature:/s/ Jason H. Downie
Name/Title:Jason H. Downie/Managing Partner
Date:08/28/2025
Tailwater Capital LLC
Signature:/s/ Jason H. Downie
Name/Title:Jason H. Downie/Managing Partner
Date:08/28/2025
Jason H. Downie
Signature:/s/ Jason H. Downie
Name/Title:Jason H. Downie
Date:08/28/2025
Edward Herring
Signature:/s/ Edward Herring
Name/Title:Edward Herring
Date:08/28/2025
Comments accompanying signature:
Tailwater Energy Fund III LP is the sole member of Connect Midstream, LLC. TW GP EF-III LP is the general partner of Tailwater Energy Fund III LP. TW GP EF-III GP, LLC is the general partner of TW GP EF-III LP. Tailwater Capital LLC is the sole member of TW GP EF-III GP, LLC. Jason H. Downie and Edward Herring are each a Managing Partner of Tailwater Capital LLC.

FAQ

What stake does Tailwater/Connect Midstream report in Summit Midstream (SMC)?

The reporting persons disclose beneficial ownership of 6,644,627 shares, equal to 35.4% of diluted common stock.

How is the 6,644,627 figure composed?

It includes 6,524,467 Common Units convertible into common shares and Class B shares with voting rights, plus 120,160 directly held common shares.

Did the reporting persons buy shares recently and at what prices?

Yes. They purchased 72,759 shares on 8/26/2025 at an average $20.46 and 47,401 shares on 8/27/2025 at an average $20.50.

How were the recent purchases financed?

The amendment states the purchases disclosed were financed with working capital.

Who controls the reporting entities and who signed the filing?

Tailwater Energy Fund III LP is sole member of Connect Midstream; signatures include Jason H. Downie and Edward Herring dated 08/28/2025.
Summit Midstream

NYSE:SMC

SMC Rankings

SMC Latest News

SMC Latest SEC Filings

SMC Stock Data

332.05M
19.83M
17.57%
39.18%
3.73%
Oil & Gas Midstream
Natural Gas Transmission
Link
United States
HOUSTON