(3) Transactions

On May 1, 2024, the Company acquired certain Marcellus Shale gas gathering and compression assets from Summit for $70 million in cash, before closing adjustments, with an effective date of April 1, 2024. The acquired assets include 48 miles of high pressure gathering pipelines and two compressor stations with 100 MMcf/d of compression capacity. These assets were already interconnected to the Company’s low pressure and high pressure gas gathering systems at the time of acquisition and service Antero Resources’ production. Substantially all of the cash consideration for this asset acquisition was allocated to gathering systems and facilities, included in property and equipment, net in the consolidated balance sheets.

On December 5, 2025, Antero Midstream Partners, an indirect, wholly-owned subsidiary of the Company, entered into a definitive agreement to acquire 100% of the issued and outstanding equity interests of HG Midstream for cash consideration of $1.1 billion, subject to the terms and conditions thereof. The HG Acquisition includes gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia. Pursuant to the same agreement, Antero Resources agreed to acquire 100% of the issued and outstanding equity interests of HG Production for total cash consideration of $2.8 billion, subject to the terms and conditions thereof. The HG Upstream Acquisition includes approximately 385,000 net acres in the core of the Marcellus Shale in West Virginia. In connection with the Company’s entry into the definitive agreement relating to the HG Acquisition, the Company and Antero Resources agreed to allocate between the parties certain benefits and costs under the agreement and the buyer-side representations and warranties insurance policies. On December 8, 2025, the Company deposited approximately $83 million into escrow to be credited towards the cash consideration payable at the closing of the HG Acquisition, which is classified as restricted cash on the Company’s consolidated balance sheets as of December 31, 2025. These acquisitions closed on February 3, 2026, with effective dates of January 1, 2026. The Company intends to make certain modifications to its existing commercial arrangements with Antero Resources to provide for on-pad compression with respect to certain wells and to provide a transition period through 2026 before certain water services would be provided under the existing agreements with Antero Resources.

The disclosure of certain financial information required by FASB ASC Topic 805, Business Combinations, has been omitted as it is impracticable to provide such information due to the timing of the closing of the HG Acquisition and issuance of the Company’s consolidated financial statements.

On December 5, 2025, certain wholly-owned subsidiaries of the Company entered into the Utica Shale PSA with the Buyer Parties to sell the Utica Shale Property and Equipment, for aggregate cash consideration of $400 million, subject to the terms and conditions thereof. The Utica Shale Property and Equipment includes 118 miles of gathering pipelines, 0.7 Bcfe/d of compression capacity, 85 miles of water pipelines and 12 water impoundments with storage capacity of approximately 2 million barrels. The Utica Shale Divestiture is expected to close in February 2026, with an effective date of July 1, 2025, subject to the satisfaction of certain customary closing conditions.

The Utica Shale Property and Equipment and its associated assets and liabilities have been classified as held for sale as of December 31, 2025 on the Company’s consolidated balance sheets, which relate to both the Company’s gathering and processing and water handling reportable segments. The Utica Shale Divestiture does not qualify as a discontinued operation under FASB ASC Topic 205, Presentation of Financial Statements, as it does not represent a strategic shift that will have a major effect on the Company’s operations or financial results.

The cash consideration expected to be received for the Utica Shale Divestiture less costs to sell was less than its carrying value of the Utica Shale Property and Equipment’s net assets as of December 5, 2025. Accordingly, the Company reduced the carrying value of the Utica Shale Property and Equipment to the estimated selling price less costs to sell and recorded a loss on long-lived assets of $87 million during the year ended December 31, 2025 in its statements of operations and comprehensive income.

The carrying value of the Utica Shale Property and Equipment’s assets and liabilities held for sale were as follows:

​

​